AGUIA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2017

Mar 2, 2017

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3 March 2017

ASX Market Announcements Exchange Centre 20 Bridge Street Sydney NSW 2000 ASX: AGR

NOTICE OF GENERAL MEETING & PROXY FORM

Aguia Resources Limited advises that the following documents will be despatched to Shareholders today, being Friday 3 March 2017:

• Notice of General Meeting

• • Proxy Form

*The Notice of General Meeting and a sample Proxy Form are attached on the following pages.

For further information, please contact Andrew Bursill on +612 9299 9690.

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Andrew Bursill Company Secretary Aguia Resources Limited

Aguia Resources Limited ABN 94 128 256 888 Suite 4, Level 9, 341 George St, Sydney NSW 2000, Australia Telephone: (+61 2) 9299 9690 Facsimile: (+61 2) 9299 9629 www.aguiaresources.com.au

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AGUIA RESOURCES LIMITED

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NOTICE OF GENERAL MEETING

To be held on Tuesday, 4 April 2017 at 11:00am (AEST)

At the Office of Franks & Associates Suite 4, Level 9, 341 George Street Sydney, NSW 2000, Australia

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.

AGUIA RESOURCES LIMITED

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

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Aguia Resources Limited (“Aguia” or “Company” ) will be held at the office of Franks & Associates, Suite 4, Level 9, 341 George Street, Sydney, New South Wales, Australia on Tuesday 4 April 2017 at 11:00 am (AEST) (“Meeting” ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form forms part of this Notice. A copy of this Notice, including the Explanatory Memorandum and Proxy Form, has been lodged with the Australian Securities and Investments Commission ( ASIC ) in accordance with section 218 of the Corporations Act.

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 as of Sunday, 2 April 2017 at 7:00 pm (AEST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 9 Definitions of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Consolidation of Capital (5:1)

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

“That, pursuant to Section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

• (a) every 5 Shares in the capital of the Company be consolidated into 1 Share; and

• (b) where this consolidation results in a fraction of a Share being held by a Shareholder, the Directors be authorised to round that fraction up to the nearest whole Share,

with the consolidation taking effect on a date to be announced to the ASX in accordance with the requirements of the Listing Rules.”

2. Resolution 2 – Approval to Issue Securities at 80% of average market price (VWAP) to raise up to $8 million

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 raise up to $8 million by the issuing of Shares at a price not lower than a 20% discount to the average market price of the Company's ordinary shares over the last five (5) days on which sales were recorded before the issue is made (in accordance with ASX Listing Rules 7.3.3), within three months from the date of approval.”

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3. Resolution 3 – Ratification of Prior Issue of Shares to exempt, Sophisticated and Professional Investors under ASX Listing Rule 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 48,317,173 ordinary shares for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying the Notice.”

4. Resolution 4 – Ratification of Prior Issue of Shares to exempt, Sophisticated and Professional Investors under ASX Listing Rule 7.1A

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 36,682,827 ordinary shares for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying the Notice.”

5. Resolution 5 – Ratification of Prior Issue of Options to Employees and Advisers under ASX Listing Rule 7.1

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 4,050,000 unlisted options for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying the Notice.”

6. Resolution 6 – Approval of Employee Share Option Plan

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

“That for the purposes of ASX Listing Rule 7.2, and for all other purposes, approval is given for the Company to issue securities under the Aguia Resources Limited Employee Share Option Plan, upon the terms and conditions set out in the Explanatory Memorandum accompanying the Notice.

7. Other Business

To transact any other business as may be brought before the Meeting.

Dated: 3 March 2017

By Order of the Board

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Andrew Bursill Company Secretary

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AGUIA RESOURCES LIMITED

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

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 General Meeting to be held at the offices of Franks & Associates, Suite 4, Level 9, 341 George Street, Sydney, New South Wales on Tuesday, 4[th] April 2017 at 11:00 am (AEST).

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 1:	Introduction
Section 2:	Action to be taken by Shareholders
Section 3:	Background to applicable ASX Listing Rules and Corporations Act
	provisions
Section 4:	Resolution 1 – Consolidation of Capital (5:1)
Section 5:	Resolution 2 – Approval to Issue Securities at 80% of VWAP to
	raise up to $8m
Section 6:	Resolutions 3 & 4 – Ratification of Prior Issue of Shares to
	Sophisticated and Professional Investors under ASX Listing Rules
	7.1 and 7.1A
Section 7:	Resolution 5 – Ratification of Prior Issue of Options to Employees
	and Advisers under ASX Listing Rule 7.1
Section 8:	Resolution 6 – Approval of Employee Share and Option Plan
Section 9:	Definitions
Annexure 1:	Employee Share and Option Plan – Terms and Conditions

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2. Action to be taken by Shareholders

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, to sign and return the Proxy Form to the Company in accordance with the instructions provided below. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please read this Document carefully and in its entirety before decided how to vote on the Resolutions. If you appoint a proxy, the Company encourages you to provide voting directions to your proxy (using the ‘For’, ‘Against’ or ‘Abstain’ boxes on the Proxy Form).

If you appoint the Chairman of the Meeting as your proxy (or the Chairman becomes your proxy by default) and you do not direct your proxy how to vote on the Resolutions set out in the Notice, then you will be authorising the Chairman of the Meeting to vote as he decides on the Resolutions. The Chairman of the Meeting intends to vote, as your proxy, in favour of each the Resolutions (where permissible).

If you appoint a member of Key Management Personnel as your proxy (other than the Chairman of the Meeting) (or a Closely Related Party of such member of the Key Management Personnel), and you do not direct your proxy how to vote on the Resolutions set out in the Notice, then you will be authorising the Key Management Personnel to vote as he/she decides on the Resolutions. The Key Management Personnel intends to vote, as your proxy, in favour of each the Resolutions (where permissible).

A proxy need not be a Shareholder. If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise.

The Company must receive your duly completed Proxy Form by no later than 11:00 am (AEST) on Sunday 2[nd] April 2017. Please lodge your duly completed Proxy Form:

• By fax to Link Market Services on facsimile number +61 (0)2 9287 0309

• Online at www.linkmarketservices.com.au using the holding details shown as on your Proxy Form

• By mail to:

• Aguia Resources Limited C/- Link Market Services Limited

• Locked Bag A14, Sydney South, NSW 1235, Australia.

• All enquiries to: +61 1300 554 474

Complete details on how to appoint a proxy are set out on the back of the Proxy Form.

Any Corporate Representative who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting or handed in at the Meeting when registering as a Corporate Representative.

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3. Background to applicable ASX Listing Rules and Corporations Act provisions

ASX Listing Rule 7.1

ASX Listing Rule 7.1, known as the ‘15% rule’, limits the capacity of a company to issue Securities without the approval of its shareholders. In broad terms, that Listing Rule provides that a company may not, in a twelve month period, issue Securities equal to more than 15% of the total number of ordinary securities on issue at the beginning of the twelve month period, unless the issue is first approved by shareholders or otherwise it comes within one of the exceptions to ASX Listing Rule 7.1, as set out in ASX Listing Rule 7.2.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of their issued capital through placements over a twelve month period after an annual general meeting. This 10% placement capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX 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.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that where holders of ordinary securities approve a previous issue of Securities made without approval under ASX Listing Rule 7.1 and, provided that the previous issue of Securities did not breach ASX Listing Rule 7.1, those Securities shall be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to any of the following persons without the approval of holders of ordinary securities:

• (a) A related party; or

• (b) A person whose relationship with the entity or a related party is, in the ASX’s opinion, such that approval should be obtained.

• A ‘related party’ for the purposes of the Corporations Act includes:

• (a) A director of a public company; and

• (b) An entity controlled by a director of a public company.

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4. Resolution 1 – Consolidation of Capital (5:1)

The Directors are seeking Shareholder approval to consolidate the number of Shares on issue on a 5:1 basis that is one (1) new share for every five (5) old shares (“ Consolidation ”). Section 254H of the Corporations Act provides that a company may, by a resolution passed at a general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares.

Set out below is further information in relation to the Consolidation, including information as required by ASX Listing Rule 7.20 to be provided to shareholders in relation to the Consolidation.

Effect of Consolidation

If the Consolidation of Shares is approved, every 5 existing Shares on issue will be consolidated into 1 Share, with the resolution to approve the Consolidation to take effect in accordance with the timetable set-out below.

The number of the Company’s shares on issue will be reduced from 451,828,270 to approximately 90,365,654 (subject to rounding). As the Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Shares (subject only to the rounding of fractions). It follows that the Consolidation will have no material effect on the percentage interest of each individual.

Similarly, the aggregate value of each individual shareholding should not materially change as a result of the Consolidation alone. Theoretically, in the absence of market or other events, the post-Consolidation share price should be approximately 5x its pre-Consolidation Price. The actual effect of the Consolidation on the share price will depend on a number of factors outside the control of the Company, and the market price following the Consolidation may be higher or lower than the theoretical post-Consolidation price.

As at the date of this Notice of Meeting, the Company has 18,020,000 Unlisted Options on issue. If the Share Consolidation is approved, the remaining Options will also be reorganised in accordance with their terms and conditions and Listing Rule 7.22.1 (as applicable) on the basis that the number of Options will also be consolidated in the same 5:1 ratio as the share consolidation and the exercise price will be amended in inverse proportion to that ratio.

With effect from the date of Consolidation, all holdings statements for Shares and Options will cease to have any effect except as evidence of an entitlement to a certain number of post-Consolidation Shares or Options. After the Consolidation becomes effective, the Company will issue a notice to each shareholder and optionholder advising of the number of Shares held both before and after the Consolidation. The Company will also arrange for a new holding statement to be issued to each shareholder and optionholder.

The Consolidation will not result in any change to the substantive rights and obligations of existing shareholders and optionholders.

Fractional entitlements and taxation

Not all Shareholders will hold that number of Shares which can be evenly divided by 5. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share or Option.

It is not considered that any taxation consequences will exist for Shareholders or Optionholders arising from the Consolidation. However, Shareholders and Optionholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation consequences arising from the Consolidation.

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Reasons for Consolidation

The Consolidation is proposed by the Company to reduce the number of Shares on issue and to increase the price per Share in the manner described above.

The Company is aiming to move its exploration assets in Brazil towards the initial stages of production, upon which the Company will be reporting as a “mineral producer” rather than a “mineral explorer”. The Company is applying for admission to the Toronto Stock Exchange/TSX Venture Exchange ( “TSX/TSXV” ).

Compared to other mineral producers listed on the ASX and its peers on the TSX/TSXV, the Company:

• Has a relatively large number of Shares on issue; and

• A significantly lower share price.

The Consolidation will result in a more appropriate capital structure and a share price that is more appealing to a wider range of investors.

Timing of Consolidation

Resolution 1, if approved, will take effect on 5[th] April 2017 and the Consolidation will take effect in accordance with the following indicative timetable (subject to change):

Event	Indicative Date
Shareholder Meeting	Tuesday, 4thApril 2017
Effective date of resolutionto approve Consolidation	Wednesday, 5thApril 2017
Last day for trading in pre-consolidated securities	Thursday, 6thApril 2017
Trading commences in the consolidated securities on a deferred settlement basis	Friday, 7thApril 2017
Last day to register transfers on a pre-Consolidation basis	Monday, 10thApril 2017
Registration of securities on post-Consolidation basis First day for Company to despatch new holding statements	Tuesday, 11thApril 2017
Deferred settlement trading ends Last day for Company to despatch new holding statements	Wednesday, 19thApril 2017
Normal trading commences	Thursday, 20thApril 2017

Directors’ Recommendation in relation to Resolution 1

The Board recommends Shareholders vote in favour of Resolution 1 for the reasons set out in this Explanatory Statement.

The Directors intend to vote all their Shares in favour of Resolution 1.

5. Resolution 2 – Approval to Issue Securities at 80% of Average Market Price (VWAP) to raise up to $8 million

The Company intends to raise additional funds as part of the process of listing on the TSX/TSXV via a private placement to a number of parties at a price determined by market conditions at the time.

The Company intends to issue new Shares at a discount not greater than 20% to the market price of the Company's ordinary shares over the last 5 days on which sales are recovered before the day on which the shares are issued in accordance with the ASX Listing Rules.

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ASX Listing Rule 7.1

ASX Listing Rule 7.1 requires that a listed company must obtain shareholder approval prior to the issue of shares, or securities convertible into shares (such as a Convertible Note), representing more than 15% of the issued capital of the Company in any 12 month period.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.3 for the issue of the below Shares.

ASX Listing Rule 7.3

Listing Rule 7.3 requires the Notice of Meeting to include the following information for shareholders consideration in respect of Resolution 2.

• (a) The maximum number of Shares that will be issued under this Resolution is not known. However, the maximum number will not be more than the number of Shares purchasable with $8 million at the price(s) per Share at which Shares are issued.

By way of example, using the closing price of the Company’s shares on 27 February 2017 of $0.093, and a purchasable number of shares of $8,000,000, then the maximum shares that can be issued would be 86,021,505 shares.

The Formula used to calculate this example is:

Max Shares Purchasable $8,000,000 -------------------------------------- = ------------------= 86,021,505 maximum shares Share Issue Price $0.093

• (b) The Shares will be issued at no less than 80% of the Volume Weighted Average Price (VWAP), which is at a discount not greater than 20% to the market price of the Company's ordinary shares over the last 5 days on which sales are recorded before the day on which the shares are issued;

• (c) The Shares issued rank equally with, and are on the same terms as, the existing Shares on issue;

• (d) The identity of allottee/s has not yet been determined. The identity of the allottee/s will be at the discretion of the Company or in consultation with any broker the Company may engage to assist in the placing the Shares or both and who are not related parties.

The Shares will be issued and allotted within 3 months of the date of the meeting.

Shares will be allotted progressively.

• (e) The funds raised would be used to supplement the Company’s working capital for exploration and development activities in relation to its phosphate assets in Brazil including further expansion and exploration drilling of Três Estradas and adjacent properties, expanded engineering scope for the Bankable Feasibility Study currently underway, pre-development CAPEX and expanded market development activities associated with a TSXV listing.

• (f) Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by the persons listed in part (d) above, being the persons that have been identified as participants in the issue of the Securities that are the subject of Resolution 2, and any associate of those persons.

However, the Company will not disregard a vote on Resolution 2 if it is cast by:

• A person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or

• The 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.

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It is noted that as at the date of this Notice, no parties have been identified as participants in this issue of Securities.

Directors’ Recommendation in relation to Resolution 2

The Board recommends Shareholders vote in favour of Resolution 2 as it allows the Company to ratify the above issue of Shares and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital under ASX Listing Rule 7.1 and an additional 10% of the Company share capital under ASX Listing Rule 7.1A during a twelve month period without seeking further Shareholder approval. The Directors intend to vote all their Shares in favour of Resolution 2.

6. Resolution 3 and Resolution 4 – Ratification of Prior Issue of Shares to Sophisticated and Professional Investors

On 19 October 2016, the Company announced on the ASX that, following the successful completion of a private Share Placement, an additional 85,000,000 new Ordinary Shares will be issued to exempt Sophisticated and Professional Investors at $0.10 per Share ( Placement Shares ), raising $8,500,000 in new capital for the Company.

Shareholder approval is being sought to ratify the 85,000,000 Placement Shares that were issued on 26 October 2016, of which 48,317,173 shares were issued under ASX Listing Rule 7.1 ( Resolution 3 Placement Shares ) and 36,682,827 shares were issued under ASX Listing Rule 7.1A ( Resolution 4 Placement Shares ).

ASX Listing Rule 7.1

ASX Listing Rule 7.1, known as the ‘15% rule’, limits the capacity of a company to issue Securities without the approval of its shareholders. In broad terms, that Listing Rule provides that a company may not, in a twelve month period, issue Securities equal to more than 15% of the total number of ordinary securities on issue at the beginning of the twelve month period, unless the issue is first approved by shareholders or otherwise it comes within one of the exceptions to ASX Listing Rule 7.1, as set out in ASX Listing Rule 7.2.

ASX Listing Rule 7.1A

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 an annual general meeting. This 10% placement capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX 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.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that where holders of ordinary securities approve a previous issue of Securities made without approval under ASX Listing Rule 7.1 and provided that the previous issue of Securities did not breach ASX Listing Rule 7.1, those Securities shall be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Shareholder approval of the issue of Resolution 3 Placement Shares and Resolution 4 Placement Shares as set out below is sought pursuant to ASX Listing Rule 7.4 to partially reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1 and an additional 10% of its ordinary issued capital under ASX Listing Rule 7.1A, if required, over a twelve month period without seeking further Shareholder approval.

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Resolution 3

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders in relation to the Resolution 3 Placement Shares:

• (a) The number of Placement Shares issued was 48,317,173 shares;

• (b) The Placement Shares were issued at an issue price of $0.10 per share;

• (c) The Placement Shares issued rank equally with, and are on the same terms as, the existing Shares on issue;

• (d) The Placement Shares were allotted to the following sophisticated and professional investors:

Issue Date	Name	Resolution 3 No. of Placement Shares
26/10/2016	ROBWARD PTY LTD	37,500
26/10/2016	MR BRADLEY ARTHUR STOUT & MRS JENNY LOUISE STOUT	2,173
26/10/2016	MR JAN-PER HOLE	50,000
26/10/2016	ROMRAY PTY LTD	50,000
26/10/2016	MR ALEXANDER ROVIRA	55,000
26/10/2016	INFOCAP PTY LTD	75,000
26/10/2016	MR MATTHEW JOEL NORTON & MRS ROSELYNN FAY NORTON	80,000
26/10/2016	BUSHDAWN PTY LTD	100,000
26/10/2016	FUZZNCLAY PTY LTD	100,000
26/10/2016	MR ANTHONY PAUL ROVIRA	100,000
26/10/2016	OGA ENTERPRISES PTY LTD	100,000
26/10/2016	WHITE ELLA PTY LTD	100,000
26/10/2016	KEMOSABE CAPITAL PTY LTD	100,000
26/10/2016	MR BARRY ROY PORTER & MRS JENNIFER ELIZABETH PORTER	100,000
26/10/2016	MR SALVATORE DI VINCENZO	112,500
26/10/2016	MR CHRISTOPHER LESLIE LAWSON & MS PIPPA JUNE LAWSON	125,000
26/10/2016	MGL CORP PTY LTD	150,000
26/10/2016	MR ADAM SHINE	150,000
26/10/2016	CHALKSTICK PTY LTD	150,000
26/10/2016	DALY SF PTY LTD	150,000
26/10/2016	RAGGED HOLDINGS PTY LTD A/C>	150,000
26/10/2016	MR TROY O'KEEFE	150,000
26/10/2016	ANNA CARINA PTY LTD	150,000
26/10/2016	PIPPIN DRYSDALE PTY LTD	150,000
26/10/2016	P GOH PTY LTD	150,000
26/10/2016	ST MORITZ(1985)PTY LTD	150,000
26/10/2016	VINTAGE DRIVE PTY LTD	150,000
26/10/2016	TANGOFIRE PTY LTD	150,000
26/10/2016	MR SAM DOMINIC EDWARD	150,000
26/10/2016	MR MATTHEW JOEL NORTON & MRS ROSELYNN FAY NORTON	160,000
26/10/2016	MRS NATHA SUSAN EVANS	187,500
26/10/2016	MR DOMINIC NICHOLAS DOYLE & MS MELISSA CHRISTINA DOYLE	187,500
26/10/2016	SHOWCITY PTY LTD	187,500
26/10/2016	SANCOAST PTY LTD	187,500
26/10/2016	MR FRANK RICHARDSON & MRS LISA JOY RICHARDSON	187,500
26/10/2016	MRCRAIGBENJAMIN HAWLEY&MRS JOY FRANCESHAWLEY	187,500
26/10/2016	BYTHORNE CONTRACTING PTY LTD	187,500

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26/10/2016	MR DUNCAN RODERICK MCGREGOR	200,000
26/10/2016	FIVE T CAPITAL PTY LTD	200,000
26/10/2016	PFH&MDCH PTY LTD	200,000
26/10/2016	MAGNUS(AUST)P/L	200,000
26/10/2016	JANNAH ENTERPRISES PTY LTD SF A/C>	200,000
26/10/2016	SCIJAR NOMINEES PTY LTD <RUSITI SUPERANNUATION FUND	200,000
26/10/2016	789 PTY LTD	225,000
26/10/2016	WANDJINA INVESTMENTS PTY LTD M J DERHAM SUPER FUND A/C>	225,000
26/10/2016	LUDO CAPITAL PTY LTD	225,000
26/10/2016	RUNYON PTY LTD	225,000
26/10/2016	MR PETERSTIRLING SMITH&MRSDENISE PHYLLIS SMITH	225,000
26/10/2016	HOWARD TRADING COPTY LTDC/-ACCOLADESERVICES	225,000
26/10/2016	MRCHRISKAPETANELLIS &MRS SOPHIE KAPETANELLIS	250,000
26/10/2016	MRCHRISTOPHER MARK ROVIRA	250,000
26/10/2016	FORRESTER SUPER PTY LTD	250,000
26/10/2016	TYCHE INVESTMENTSPTY LTD	250,000
26/10/2016	GARY FORRESTER INVESTMENTSPTY LTD	250,000
26/10/2016	SYDNEYCITY MECHANICALSERVICESPTY LTD	250,000
26/10/2016	MR ROBERT HUNT	262,500
26/10/2016	ATLANTIS MG PTY LTD	300,000
26/10/2016	SEVENSPEED PTY LTD	300,000
26/10/2016	TREYVAUD NOMINEESPTY LTD	300,000
26/10/2016	MR MURRAYJAMESMCGILL&MRS SUZANNE APPEL MCGILL	300,000
26/10/2016	MR DAVID KITSHEARWOOD	300,000
26/10/2016	BALARELLI PTY LTD	300,000
26/10/2016	BEIRNE TRADINGPTY LTD	300,000
26/10/2016	MR WILLIAM ROBERT DIX & MRS MARION SARAH COLE	300,000
26/10/2016	BALFAR PTY LTD	350,000
26/10/2016	IBT HOLDINGSPTY LTD	375,000
26/10/2016	MRJOHN AYRES	375,000
26/10/2016	MR WILLIAM HENRY HERNSTADT	375,000
26/10/2016	BREMERTON PTY LTD	375,000
26/10/2016	MR WILLIAM THOMSON&DR ANNE ELIZABETH HAMMOND	375,000
26/10/2016	BLUEMAX INVESTMENTSPTY LIMITED	375,000
26/10/2016	MR MITCHELLCHAPMAN&MRS JUDITHCHAPMAN	400,000
26/10/2016	APRIL ROSE PTY LTD	440,000
26/10/2016	SPA VENTURESP/L	500,000
26/10/2016	MR RICHARD THOMAS HAYWARD DALY & MRS SARAH KAY DALY	500,000
26/10/2016	MR TARECQALDAOUD	500,000
26/10/2016	WATEROX PTY LTD	500,000
26/10/2016	JETAN PTY LTD	500,000
26/10/2016	NUTSVILLE PTY LTD	550,000
26/10/2016	MR TERRENCE PETER WILLIAMSON & MS JONINE MAREE JANCEY	562,500
26/10/2016	SAM GOULOPOULOS PTY LTD A/C>	750,000
26/10/2016	T E& JPASIASPTY LTD	750,000
26/10/2016	ENDEAVOR PTY LTD	750,000
26/10/2016	UBSNOMINEESPTY LTD	1,100,400
26/10/2016	BNP PARIBASNOMINEESPTY LTD	1,200,000
26/10/2016	RETZOSFAMILY PTY LTD	1,250,000
26/10/2016	BRISPOT NOMINEES PTY LTD A/C>	1,299,600
26/10/2016	MERRILL LYNCH(AUSTRALIA)NOMINEESPTY LIMITED	1,600,000
26/10/2016	PERSHINGAUSTRALIA NOMINEESPTY LTD	3,032,500
26/10/2016	BNP PARIBASNOMINEESPTY LTD ICBCFSEQNY DRP	3,100,000

12

26/10/2016 M&G INVESTMENTS <VANGUARD PRECIOUS METALS

15,000,000 Total Shares Issued under ASX LR 7.1 48,317,173

• (e) The funds raised were used to provide additional working capital to fund an extensive works program and completion of the Bankable Feasibility Study, as announced to the ASX on 19 October 2016; and

• (f) Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by the persons listed in part (d) above, being the persons that participated in the issue of the Securities that are the subject of Resolution 3, and any associate of those persons.

However, the Company will not disregard a vote on Resolution 3 if it is cast by:

• A person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or

• The 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.

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

The Board recommends Shareholders vote in favour of Resolution 3 as it allows the Company to ratify the above issue of Securities and retain the flexibility to issue further Securities representing up to 15% of the Company’s share capital under ASX Listing Rule 7.1 during a twelve-month period without seeking further Shareholder approval. The Directors intend to vote all their Shares in favour of Resolution 3.

Resolution 4

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders in relation to the Resolution 4 Placement Shares:

• (a) The number of Securities issued was 36,682,827 shares;

• (b) The Placement Shares were issued at an issue price of $0.10 per share;

• (c) The Placement Shares issued rank equally with, and are on the same terms as, the existing Shares on issue;

• (d) The shares were allotted to the following sophisticated and professional investors:

Issue Date	Name	Resolution 4 No. of Placement Shares
26/10/2016	BNP PARIBAS NOMINEES PTY LTD PRIMEOMNI DRP>	15,927,500
26/10/2016	NATIONAL NOMINEES LIMITED	6,749,521
26/10/2016	RETZOS EXECUTIVE PTY LTD EXECUTIVES/FUND A/C>	4,250,000
	J P MORGAN NOMINEES AUSTRALIA LIMITED	4,000,000
26/10/2016	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	3,179,925
26/10/2016	CITICORP NOMINEES PTY LIMITED	2,140,554
26/10/2016	MR RICHARD THOMAS HAYWARD DALY & MRS SARAH KAY DALY	400,000
26/10/2016	MY BRADLEY ARTHURS STOUT & MRS JENNY LOUISESTOUT	35,327
	Total Shares Issued under ASX LR 7.1A	36,682,827

(e) The funds raised were used to provide additional working capital to fund an extensive works program and completion of the Bankable Feasibility Study, as announced to the ASX on 19 October 2016; and

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• (f) Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by the persons listed in part (d) above, being the persons that participated in the issue of the Securities that are the subject of Resolution 4, and any associate of those persons.

However, the Company will not disregard a vote on Resolution 4 if it is cast by:

• A person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or

• The 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.

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

The Board recommends Shareholders vote in favour of Resolution 4 as it allows the Company to ratify the above issue of Shares and retain the flexibility to issue further Securities representing up to 10% of the Company’s share capital under ASX Listing Rule 7.1A during a twelve month period without seeking further Shareholder approval. The Directors intend to vote all their Shares in favour of Resolution 4.

7. Resolution 5 – Ratification of Prior Issue of Unlisted Options to Employees and Advisers

Shareholder approval is being sought to ratify the 4,050,000 unlisted Options that were issued on 19 December 2016 to certain Employees and Advisers, under ASX Listing Rule 7.1. The Options have an expiry date of 16 December 2019 and an exercise price of $0.12 which represented a 140% premium to the closing share price on the ASX on the business day immediately before the date of issue of the Options.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 restricts listed companies in relation to the number of equity securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12 month period, issue a number of equity securities which is more than 15% of their fully paid ordinary shares on issue without shareholder approval ( 15% limit ), unless an exception applies. The Company has not exceeded this 15% limit.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that where holders of ordinary securities approve a previous issue of securities made without approval under ASX Listing Rule 7.1, and provided that the previous issue of securities did not breach ASX Listing Rule 7.1, those securities shall be deemed to have been issued with Shareholder approval for the purpose of ASX Listing Rule 7.1.

Shareholder approval is now sought for the issues of securities set out below, pursuant to ASX Listing Rule 7.4, to partially reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1

ASX Listing Rule 7.5

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders in relation to the Options:

• (a) The number of unlisted securities issued was 4,050,000 options;

• (b) The Options were issued for nil consideration;

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• (c) The Options have an expiry date of 16 December 2019 and an exercise price of $0.12 per option;

• (d) The Options were issued to the persons listed in the table below:

Issue Date	**Name of Holder **	Resolution 5 No. of Unlisted Options
19/12/2016	CATHERINESTRETCH	500,000
19/12/2016	FERNANDOTALLARICO	700,000
19/12/2016	ALFREDOROSSETONUNES	100,000
19/12/2016	ZARGOS GANDARA HOOD	100,000
19/12/2016	PAULA PAEZ	50,000
19/12/2016	JAN-PER HOLE	275,000
19/12/2016	HELIODINIZ	350,000
19/12/2016	9960171CANADACORPORATION	275,000
19/12/2016	BENJAMIN WILLIAMJARVIS	275,000
19/12/2016	DAVID ARGYLE	250,000
19/12/2016	BJRETAIL PTY LTD	150,000
19/12/2016	GUILHERMEJACOME	450,000
19/12/2016	JOSEPHC. MILBOURNE	200,000
19/12/2016	HENRYJARVIS JORDAN	75,000
19/12/2016	2378083 ONTARIOINC.	300,000
	Total Options issued under ASX LR 7.1	4,050,000

• (e) No funds were raised. The issue of Options represented recognition for assistance in the Company’s recent success; and

• (f)

• Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by the persons listed in part (d) above, being the persons that participated in the issue of the Securities that are the subject of Resolution 5, and any associate of those persons.

However, the Company will not disregard a vote on Resolution 5 if it is cast by:

• A person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or

• The 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.

Please refer to Annexure 2 for the terms and conditions of the Options.

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 ratify the above issue of Options and retain the flexibility to issue further Securities representing up to 15% of the Company’s share capital under ASX Listing Rule 7.1 and an additional 10% of the Company’s share capital under ASX Listing Rule 7.1A during a twelve month period without seeking further Shareholder approval. The Directors intend to vote all their Shares in favour of Resolution 5.

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8. Resolution 6 – Approval of Employee Share and Option Plan

Resolution 6 seeks Shareholder approval for the potential future issue of Securities under a new Aguia Resources Limited Employee Share Option Plan ( Plan ), as an exception to ASX Listing Rules 7.1 and 7.1A. No Directors of the Company will be issued any Shares and/or Options pursuant to this resolution unless Shareholder approval is first sought under ASX Listing Rule 10.11.

The Company seeks to introduce the Plan as a means of rewarding and incentivising its eligible employees, or an associated body corporate of the Company, as the Board may in its discretion determine.

For the purposes of ASX Listing Rule 7.2 Exception 9, the following disclosure is made in respect of the Plan:

• (a) The terms of the Plan is shown at Annexure 1.

• (b) The Plan is a new employee share and option plan, so no securities have been issued under the Plan yet.

• (c) Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by:

• A Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

• Any associate of the above persons.

However, the Company will not disregard a vote cast on Resolution 6 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 to vote as the proxy decides.

In addition, under the Corporations Act, no vote may be cast on Resolution 6 by a person as proxy where the Proxy Form does not specify the way the proxy is to vote on the relevant Resolution and the person is:

• A member of the Key Management Personnel; or

• A Closely Related Party of a member of Key Management Personnel.

However, this restriction will not apply to a vote cast as proxy by the Chairman of the Meeting if the Proxy Form authorises him to vote as he decides on Resolution 6 (even though Resolution 6 is connected with the remuneration of members of Key Management Personnel).

Directors’ Recommendation and Reasons for Recommendation in relation to Resolution 6

The Directors recommend Shareholders vote in favour of Resolution 6 as it provides the Company a mechanism of rewarding and incentivising eligible employees and/or an associated body corporate of the Company.

Where applicable, Directors will abstain from voting in accordance with the Voting Exclusion Statement.

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9. Definitions

In the Explanatory Memorandum and Notice:

AEST means Australian Eastern Standard Time, being the time in Sydney, New South Wales, Australia.

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

ASX means ASX Limited ACN 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

ASX Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Closely Related Party , in relation to a member of the KMP, means the member’s spouse, child or dependant (or a child or dependant of the members’ spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with Aguia (or the Aguia group), and any company the member controls.

Consolidation means the consolidation of the securities referred to in Resolution 1.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company.

Document means each of the Notice, Explanatory Memorandum and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Eligible Employee means any full-time or part-time continuing employee of the Company or an associated body corporate of the Company who is employed at the time of the offer of the Securities or is a Director of the Company or of an associated body corporate of the Company and is determined by the Board from time to time in their absolute discretion to be eligible for participation under this Plan.

Explanatory Memorandum means the explanatory memorandum that accompanies and forms part of the Documents.

Plan means Employee Share Option Plan as referred to in Resolution 6 and as defined by the terms and conditions in Annexure 1.

General Meeting or Meeting means the General Meeting of the Company to be held on 4 April 2017.

Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of Aguia (or the Aguia group), whether directly or indirectly. Members of the KMP include Directors (both executive and nonexecutive) and certain senior executives.

Notice means the notice of general meeting that accompanies and forms part of the Documents.

Option means an option to subscribe for a Share.

Optionholder means a holder of an Option on issue.

Proxy Form means the proxy form that accompanies and forms part of the Documents.

Resolution means a proposed resolution contained in the Notice.

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Securities have the meaning given to that term in ASX Listing Rule 19.12.

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

Shareholder means a shareholder of the Company.

Share Registry means Link Market Services Limited.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

TSX means Toronto Stock Exchange.

TSXV means the TSX Venture Exchange.

Interpretation

In this Document, unless the context requires otherwise:

• (a) a reference to a word includes the singular and the plural of the word and vice versa;

• (b) a reference to a gender includes any gender;

• (c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

• (e) headings are included for convenience only and do not affect interpretation;

• (f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g) a reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) the terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) a reference to a statute or statutory provision includes but is not limited to:

• (i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;

• (j) reference to “$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia; and

• (k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

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Annexure 1

AGUIA RESOURCES LIMITED

ACN 128 256 888

EMPLOYEE SHARE OPTION PLAN

1. Purpose

The Employee Share Option Plan of Aguia Resources Limited has been established to provide a mechanism through which the wealth of the Employees and Contractors of Group Companies can be directly linked to the share price performance of the Company, thereby creating an additional incentive for Employees to strive to increase shareholder value for the benefit of all shareholders.

2. Definitions and interpretation

In this document the following terms have the following meanings:

$ means Australian dollars .

Acceptance Form means the acceptance form in such form as the Directors may approve from time to time.

AEST means Australian Eastern Standard Time.

ASIC means the Australian Securities and Investment Commission.

ASIC CO 14/1000 means ASIC Class Order [14/1000] as amended or replaced from time to time.

Associate has the meaning given to it by the Corporations Act.

ASX means the ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

Board means the Board of Directors of the Company.

Bonus Shares means Shares to which a holder of Shares is entitled to have allotted to the holder in any pro rata issue by the Company to holders of Shares, for which no consideration is payable by the holder.

Casual Employee , means an individual who is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the Company.

Certificate means the option certificate to be issued under clause 7 in such form as the Directors approve from time to time.

Change of Control means that event which occurs when an entity who did not have a relevant interest in more than 20% of the Shares acquires a relevant interest in more than 20% of the Shares within the mean of Sections 608 and 609 of the Corporations Act.

Class Order means a class order published by ASIC.

Company means Aguia Resources Limited (ACN 128 256 888).

Contractor means:

• (a) an individual with whom the Company has entered into a contract for the provision of services under which the individual performs work for the Company; or

• (b) a corporation with whom the Company has entered into a contract for the provision of services, which corporation is wholly-owned by an individual who is a Director of the Company, and under which the individual performs work for the Company;

where the individual who performs the work under or in relation to the contract is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the Company.

Corporate Finance Manual means the policies, forms and appendices comprising the Corporate Finance Manual of the TSXV.

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Corporations Act means the Corporations Act 2001 (Cth) and includes the Corporations Regulations 2001 (Cth), as applicable.

Directors means the Directors of the Company.

Early Retirement means the termination of employment of a person with a Group Company by reason of that person being over the age of fifty-five years and having previously been employed by a Group Company for a total of over ten years, and having been determined by the Board to have agreed to take early retirement.

Eligible Person means any of the following:

• (a) a full-time or part time Employee (including an executive Director);

• (b) a non-executive Director;

• (c) a Contractor who is an individual (other than an employee of a Group Company or a Director) or a corporation and that:

• (ii) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to a Group Company other than services provided in relation to a distribution of securities of the Company;

• (iii) provides the services under a written contract between the Group Company and the individual;

• (iv) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of one or more of the Group Companies; and

• (v) has a relationship with one or more of the Group Companies that enables the individual to be knowledgeable about the business and affairs of the Issuer;

• (d) a Casual Employee; or

• (e) a Prospective Participant.

Employees means a person, by whatever name and whether or not a Director, who is employed by, concerned with, or takes part in, the business of the Group Companies.

Employee Share Option Plan or Plan means the Aguia Employee Share Option Plan established by this document.

Exchange Rules means the Corporate Finance Manual and the Listing Rules.

Excluded Event means an event by which an Eligible Person ceases to be an Eligible Person by reason of being dismissed from office other than for cause (whether or not on terms acceptable to the Eligible Person) within six (6) months after a Change of Control has occurred.

Exercise Period means the period commencing on the Vesting Date and ending on the Last Exercise Date.

Exercise Price means, subject to clause 16, the amount to be paid to the Company upon the exercise of an Option, being not less than the weighted average market closing price of the Shares traded on the ASX over a five (5) Trading Day period ending on the last Trading Day immediately prior to the Issue Date.

Group Company means the Company and or its Subsidiaries and associates.

Holder means the holder specified on the face of the Certificate or that person's legal personal representative, except when an Eligible Person dies, the Options may, subject to clause 17, be transferred to their heirs, successors, legal personal representatives or administrator as the case may be and they will become the holder for the purposes of exercising the Options prior to the Last Exercise Date.

Initial Number means the number of Shares specified on the face of

the Certificate. Insider means:

• (f) a Director or officer of the Company,

• (g) a Director or officer of a person or company that is itself an Insider or subsidiary of the Company,

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• (h) a person or company that has:

• (i) beneficial ownership of, or control or direction over, directly or indirectly, securities of the Company carrying more than 10 per cent of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution; or

• (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Company reporting issuer carrying more than 10 per cent of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

• (i) a reporting issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security,

or any associates or affiliates of an Insider.

Issue Date means the date of grant of the Options as specified on the face

of the Certificate.

Last Exercise Date means subject to clause 16, the earlier of:

• (j) 5 pm AEST on the date that is five (5) years after the Issue Date; and

• (k) 5 pm AEST on the date that is six (6) months after the day on which the Holder Retires, takes Early Retirement, is Permanently Disabled, is made Redundant, ceases to be an Eligible Person by virtue of an Excluded Event or, while an Eligible Person, dies.

Listing Rules means the Listing Rules of the ASX.

Marketable Parcel has the meaning given to it by the Listing Rules.

Notice of Exercise means a duly completed notice of exercise of Options signed by the Holder, in a form approved by the Directors from time to time.

Offer means the written offer of Options made by the Company.

Offer Document is given the meaning attributed to that term in ASIC CO 14/1000.

Option means a right to subscribe for a Share granted to the Holder, evidenced by the Certificate.

Option Period means the period commencing on the Vesting Date and ending when the Options are exercised or lapse.

Option Shares means the number of Shares the subject of Options adjusted in accordance with these terms. Other Securities means securities or other interests or rights in them, other than Shares.

Permanent Disablement means the disablement of a person the effect of which is, in the opinion of the Directors, likely to be permanent and will stop that person from continuing employment with the Company.

Prospective Participant , in relation to an Offer, means a person to whom the Offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming an Eligible Person.

Redundancy means the termination of employment by a person with the Company by reason of a restructure within the Company whereby the position previously being occupied by that person no longer exists within the Company and the Board in its absolute discretion determining that such event qualifies as a redundancy for the purposes of the Employee Share Option Plan, and " Redundant " has the corresponding meaning.

Related Body Corporate has the meaning given to it by the Corporations Act.

Retire means termination of a person's employment with the Company at the normal retirement age, or at any

other time with the Company's consent, but excluding dismissal or resignation, and " Retirement " has the corresponding meaning.

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Rights Issue means an offer or invitation made by the Company to holders of issued Shares to subscribe for new Shares pro rata according to their respective holdings of Shares.

Rights Issue Shares means Shares for which Holders of issued Shares are entitled to subscribe under a Rights Issue.

Shares means fully paid ordinary shares in the capital of the Company.

Shareholders mean holders of Shares.

Subsidiary has the meaning given to it by the Corporations Act.

Takeover Bid has the meaning given to that term in section 9 of the Corporations Act.

Total Exercise Price means the number of Options to be exercised in a particular case multiplied by the Exercise Price.

Trading Day means a day on which the ASX or the TSXV, as the context requires, is open for trading.

Tranche means Options, issued to a Holder, with the same Exercise Condition, Vesting Date

and Exercise Price. TSXV means the TSXV Venture Exchange.

Vesting Conditions means any criteria, requirements or conditions (as specified in the Offer and determined by the Board in its sole and absolute discretion), which the Board may throughout the course of the Option Period waive or accelerate as the Board considers reasonably appropriate.

Vesting Date means the earlier of:

• (l) the date on which the applicable Vesting Condition is satisfied or waived in accordance with this Employee Share Option Plan;

• (m) the date on which the Holder Retires, takes Early Retirement, is Permanently Disabled, is made Redundant, is dismissed as a result of an Excluded Event or, while an Eligible Person, dies; and

• (n) such earlier date determined by the Board in its absolute discretion in accordance with this Employee Share Option Plan.

3. Interpretation

In this document:

• (a) the masculine gender includes the feminine;

• (b) the singular includes the plural and vice versa; and

• (c) a reference to any legislation or to the provision of any legislation or Exchange Rule includes any modification or reenactment of it, any legislative or regulatory provision substituted for it and all regulations and statutory instruments issued under it.

4. Eligibility

The Directors may at their absolute discretion determine who is an Eligible Person and, subject to obtaining any approval of shareholders when required, the extent of that person's participation in the Employee Share Option Plan from time to time.

As and to the extent required by the Corporate Finance Manual, the Company and the Holder are responsible for ensuring and confirming that in respect of any Option granted to Employees, Consultants or Management Company Employees (as all such terms are defined in the Corporate Finance Manual), the Holder is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

5. Offer

5.1 Offers of Options

The Company may offer to each Eligible Person by notice in writing Options in the Employee Share Option Plan whereby the written notice of Offer must:

• (a) specify:

• (i) the maximum number of Options being offered to each Eligible Person;

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• (ii) the estimated Exercise Price based on recent trading of the Shares;

• (iii) the duration of the Options;

• (iv) the date of the Offer;

• (v) the time period for acceptance of the Offer;

• (vi) the name and address of the Eligible Person to whom the offer was made;

• (vii) a copy or a summary of the rules of the Employee Share Option Plan (and if a summary is provided, a statement that a copy will be provided free of charge on request) and include an undertaking and an explanation of the way in which the Company will, during the Option Period, make available to the Eligible Person information concerning the current market price of the Company’s Shares;

• (viii) any other material terms and conditions applicable to the offer including the Vesting Conditions (if any) applicable to each Tranche of Options; and

• (ix) any other information required by ASIC CO 14/1000; and

• (b) be issued with an Acceptance Form and such explanatory material in respect of the Employee Share Option Plan as the Directors consider appropriate, or as required by law.

• (c) be lodged with ASIC within seven (7) days of it being provided to the Eligible Person.

5.2 Overriding restrictions on grant and exercise

Notwithstanding anything else in this Plan or in the terms of any Option, an Option may not be offered, granted or exercised if to do so:

• (a) would contravene the Corporations Act or the Exchange Rules; or

• (b) would contravene the local laws of, or the rules or requirements of any regulatory or statutory body in, a Holder’s country of residence or in the opinion of the Board compliance with those local laws, rules or requirements would be impractical or result in any unnecessary or unreasonable expense in the circumstances.

6. Acceptance of offer

6.1 Acceptance procedure

An Eligible Person may only accept the offer to take up Options by delivering to the Company the duly completed Acceptance Form within the time period specified in the written notice of offer. The acceptance takes effect on the Issue Date.

6.2 Acceptance of Options in whole or in part

An Eligible Person may accept the offer to take up the Options in whole or in part but, if the offer is accepted in part, then the Eligible Person may only do so in a number which is a multiple of either one hundred (100) or such greater number as constitutes a Marketable Parcel, and may not subsequently accept the offer in respect of the remaining Options unless those Options are re-offered by the Company.

7. Option Certificate

The Company must issue a Certificate for the Options granted to an Eligible Person when the Company has received a duly completed Acceptance Form from the Eligible Person.

8. Exercise price for Options

The Total Exercise Price is payable by a Holder on the exercise of Options.

9. Lapse of Options

9.1 Time of lapse

(a) Options lapse, to the extent they have not been exercised, on the earliest of:

(i) the Last Exercise Date;

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• (ii) except as provided in paragraph (iii), the day which is sixty (60) days after the day on which the Holder ceases to be an Eligible Person, otherwise than by death, Early Retirement, an Excluded Event, Permanent Disablement, Redundancy or Retirement;

• (iii) the day on which the Holder ceases to be an Eligible Person by reason of dismissal for misconduct; and

• (iv) the day on which a Holder defaults under these terms.

9.2 Rights following lapse

Upon the lapse of an Option, all rights of the Holder under the Option cease.

9.3 Black-Out Period

Notwithstanding clauses 9.1 and 9.2, if the Option Period of an Option expires during a period when the Board or a policy adopted by the Board has determined that Insiders of the Company shall not trade in securities of the Company as a result of the bona fide existence of undisclosed material information (a Black-Out Period ), or within five business days of the end of a Black-Out Period, the Option Period shall be deemed to end at 5:00pm AEST on the tenth (10th) business day after the end of the Black-Out Period, provided that :

• (a) for greater certainty, in the absence of the Company formally imposing a blackout period, the expiry date of any Options will not be automatically extended in any circumstances;

• (b) the Black-Out period expires upon the general disclosure of the undisclosed material information giving rise to the Black-Out Period; and

• (c) there shall be no extension of a Holder’s Options where the Holder or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.

10. Exercise of Options

10.1 Exercise procedure

The Holder may, during the Exercise Period and in the manner provided by these terms (but not at any time after the Options have lapsed, subject to clause 9.3), exercise the Options, in respect of some or all of the Option Shares, by lodging a Notice of Exercise and a cheque payable to the Company for the Total Exercise Price, or such other means of payment as may be approved by the Board, at the head office of the Company for the time being or other place nominated by the Board for this purpose.

10.2 Use of moneys

The Company must apply the moneys received from a Holder upon the exercise of the Options in satisfaction of the payment by the Holder of the price referred to in clause 8 in respect of the Options to the extent of the Exercise Price.

10.3 Exercise of Options in whole or in part

If a Holder elects to exercise only some of the Options, the election must be in a number which is a multiple of either one hundred (100) or such greater number as comprises a Marketable Parcel.

10.4 Cancellation or replacement of Option Certificate

Within five (5) days of receipt of a Notice of Exercise pursuant to clause 10.1, the Company will cancel the Option Certificate if Options are being exercised in respect of all of the Option Shares or replace the Option Certificate if Options are being exercised in respect of only some of the Option Shares as contemplated by clause 10.3.

11. Share allotment and Official Quotation

11.1 Allotment and application for Official Quotation

Subject to clauses 11.2 and 11.3, the Company must within five days after receipt of the Notice of Exercise and the Total Exercise Price allot to the Holder the number of Shares specified in such Notice, enter the Holder's name in the share register of the Company and apply for official quotation of the Option Shares by the ASX.

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11.2 Allotment after record date

Where a Holder submits a Notice of Exercise to the Company which is received after an announcement by the Directors of their intention to pay or to recommend the payment of a dividend to shareholders, the Company will not allot Shares specified in such Notice until the day after the record date for the determination of entitlements to that dividend.

11.3 Exception

Clause 11.2 does not apply where a Holder receives a notice from the Directors under clause 15 and exercises any of the Holder's Options during:

• (a) the period that the Takeover Bid referred to in that notice remains open for acceptance; and

• (b) if the offeror under the Takeover Bid has the right to acquire compulsorily any outstanding Shares and exercises that right, the period during which such compulsory acquisition may occur.

12. No interest in Shares or Other Securities

12.1 No interest

The Option does not confer on the Holder the right to participate in new issues of Shares or Other Securities without exercising the Option. The Company must give notice to the Holder of any new issue of Shares or Other Securities before the record date for determining entitlements to the issue in accordance with the Listing Rules or any waiver from the Listing Rules provided to the Company by ASX.

12.2 Cancellation in case of dismissal for cause

If the Holder ceases to be an Eligible Person by reason of dismissal for cause, the Directors may in their absolute discretion cancel the Holder's Options, whether before or after any purported exercise of them, without any liability arising out of that cancellation.

13. Bonus issues

If the Company from time to time during the Option Period issues any Bonus Shares, then the number of Option Shares to be allotted to a Holder upon exercise of an Option (an “ Exercised Option ”) must be increased to that number which is the aggregate of the number of Shares which would have been allotted, subject to the Exchange Rules, on the exercise of the Exercised Options but for this term and such number of Bonus Shares as the Holder would have been entitled to receive if, immediately prior to the entitlement date for the Bonus Shares, the Holder:

• (a) had exercised the Options in respect of all of the Option Shares; and

• (b) became the registered holder on the entitlement date of the Shares which would have been issued.

14. Reconstruction of capital

Notwithstanding any other term of the Employee Share Option Plan:

• (a) if the issued share capital of the Company is reconstructed in any way (including, without limitation, by consolidation, division, reduction or return), the number of Options or the Exercise Price or both will be reconstructed (as appropriate), to the extent necessary to comply with the Exchange Rules applying to a reconstruction of capital at the time, and in a manner which will not result in any benefits being conferred on Holders which are not conferred on the holders of Shares; and

• (b) (subject to provisions with respect to adjusting the number of Option Shares to which a Holder will be entitled as sanctioned by a meeting of members of the Company approving the reconstruction of the issued share capital of the Company) in all other respects the terms for the exercise of the Options will remain unchanged.

15. Change of control

If a Takeover Bid is made to acquire the whole or any part of the issued share capital of the Company or the Directors believe a Change of Control of the Company is otherwise reasonably likely to occur at any time up to the Last Exercise Date of the Options, the Directors may in their absolute discretion give written notice of the Takeover Bid or the

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prospective Change in Control to the Holders. Immediately upon the giving of such notice by the Directors, each Holder becomes and remains entitled to exercise the Holder's Options regardless of whether or not the Vesting Conditions have been satisfied, at any time up to the Last Exercise Date of the Options.

16. Determination of number of Option Shares, Exercise Price and Exercise Period

The aggregate number of Option Shares available for issuance from treasury under this Plan, subject to adjustments provided for in this Plan, shall be 45,182,827.

The Directors may, subject to the Exchange Rules, determine the amount or extent of any adjustment to be made, taking into account the definitions of “Option Shares”, “Exercise Price”, “Last Exercise Date” and “Vesting Date” and to the number of the Option Shares having regard to the provisions of those definitions and to these terms, and each determination is conclusive and binding on the Company and the Holder.

17. Options not transferable

Options may not be transferred or assigned except that an heir, successor, administrator or legal personal representative of a Holder who has died or whose estate is liable to be dealt with under laws relating to mental health or bankruptcy will be entitled to be registered as the holder of those Options after the production to the Board of such documents or other evidence as the Board may reasonably require to establish that entitlement.

18. Ranking and listing

• (a) Shares allotted as a consequence of the exercise of Options will, from the date of allotment, rank equally with all other issued Shares.

• (b) The Company will apply for official quotation of those Shares on the stock exchange on which the Shares are to be quoted (as directed by the Holder) in accordance with the Exchange Rules .

• (c) The Options will not be listed for quotation on any stock exchange.

19. Set-off rights

Where, pursuant to these terms, the Holder is obliged to make a payment to the Company and the Company is obliged to make a payment to the Holder, the Company may, in its absolute discretion, set off to the extent permitted by law any amount owing by the Holder to the Company against any amount the Company is obliged to pay the Holder. The liability of the Holder to the Company will be reduced by the amount set off.

20. Issue limitations

20.1 5% Limit

An Option will not be granted if the Board has reasonable grounds to believe that immediately following its grant, the Shares to be issued on the exercise of any Option under the Plan when aggregated with any Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under:

• (a) an employee incentive scheme or like scheme of the Company or an associated body corporate (as defined in the Corporations Act) of the Company, where those offers were covered by ASIC CO [14/1000] or an individual instrument made by ASIC in terms similar to ASIC CO [14/1000]; or

• (b) an employee incentive scheme or employee share scheme of the Company or an associated body corporate of the Company, where the offers were covered by ASIC Class Order [CO 03/184] or an individual instrument made by ASIC in terms similar to that class order,

exceeds 5% of the total number of issued Shares of the Company at the time the Option is granted, provided that the Board may, in its absolute discretion, increase this percentage, subject to any applicable Corporations Act, Exchange Rule or Class Order requirements.

20.2 5% Limit to One Person

Subject to receipt of disinterested Shareholder approval in accordance with the Corporate Finance Manual, the aggregate number of options granted to any one person (and corporations wholly owned by that person) in a 12 month period must not exceed 5% of the issued shares of the Company, calculated on the date an option is granted to the person.

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20.3 2% Limit to Contractors

The aggregate number of options granted to any one Contractor in a 12 month period must not exceed 2% of the issued shares of the Company, calculated on the date an option is granted to the Contractor.

20.4 2% Limit to Providers of Investor Relations Activities

The aggregate number of options granted to any all persons retained to provide Investor Relations Activities (as such term is defined in the Corporate Finance Manual) in a 12 month period must not exceed 2% of the issued shares of the Company, calculated on the date an option is granted to any such person.

20.5 10% Limit to Insiders

Pursuant to the Corporate Finance Manual, the aggregate number of options granted to the Insiders as an aggregate during any 12 month period shall not exceed 10% of the issued shares of the Company as calculated on the date an option is granted to any Insider.

20.6 Exceptions

When aggregating the number of shares for the purposes of clause 20.1, the Company may disregard any offer made, option acquired or share issued by way of or as a result of:

• (a) an offer to a person situated at the time of receipt of the offer outside of Australia;

• (b) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (c) an offer made under a disclosure document in accordance with Chapter 6D of the Corporations Act.

20.7 Compliance with ASIC CO 14/1000

The Board may only offer to issue Securities pursuant to this Plan:

• (a) if the Company has provided ASIC with notice written notice (in a form approved in writing by ASIC) that it is relying upon ASIC CO 14/1000 with respect to this Plan;

• (b) if the Company has issued an Offer Document pursuant to which the Company offers to issue Options pursuant to this Plan;

• (c) the Company has complied with clause 20.1; and

the Company has complied with any other requirements imposed upon the Company by ASIC CO 14/1000.

21. Commencement and termination

21.1 Commencement

The Company’s Employee Share Option Plan was established by way of a resolution of the Board on 20 February, 2017 prior to the listing of the Company’s Shares on the TSXV.

21.2 Termination

This Employee Share Option Plan may be terminated at any time by a resolution of the Board. A resolution for termination may take effect not fewer than thirty (30) days after notification to Holders of that termination. For the avoidance of doubt, any termination of the Employee Share Option Plan pursuant to this clause will not affect any Options which are outstanding and the Board will continue to administer the plan in accordance with these rules until all Options have been exercised or lapsed.

22. General

22.1 Holder’s entitlement

The entitlement of the Holder and these terms are subject to the Company's Constitution.

22.2 Fractions

If upon the making of any adjustment contemplated by these terms, a person becomes entitled to a fraction of a Share, that fraction will be disregarded.

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22.3 Employee Share Option Plan not part of employment contracts

The Employee Share Option Plan does not form part of any contract of employment between any of the Group Companies and any Employee or officer, nor does it constitute a related condition or collateral arrangement to any such contract of employment or engagement, and furthermore does not confer directly or indirectly on any Employee or officer any legal or equitable rights whatever against the Group Companies, except as a participant under the Employee Share Option Plan or the holder of Shares allotted under it. Further still the terms of an Eligible Person’s employment or engagement with the Company do not in any way affect the rights and obligations of a Participant under this Plan.

22.4 Rights of Participants

Nothing in this Plan or participation in the Plan:

• (a) confers on any Eligible Person the right to continue as a Director, Employee or Contractor;

• (b) confers on any Eligible Person the right to become or remain a Director, Employee or Contractor or to participate under the Plan;

• (c) will be taken into account in determining an Eligible Person’s salary or remuneration for the purposes of superannuation or other pension arrangements (where applicable);

• (d) affects the rights and obligations of any Eligible Person under the terms of their office, employment with the Company or Associated Body Corporate;

• (e) affects any rights which the Company may have to terminate the office, employment or engagement of an Eligible Person or will be taken into account in determining an Eligible Person’s termination or severance pay;

• (f) may be used to increase damages in any action brought against the Company or an Associated Body Corporate (as that term is defined under the Corporations Act) in respect of any such termination; or

• (g) confers any responsibility or liability on the Company or Associated Body Corporate or their directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Person.

22.5 Amendment or variation

Subject to the Exchange Rules, the Board may amend or vary the terms of this Employee Share Option Plan in any respect which does not materially affect the accrued rights of a Holder.

Subject to the requisite shareholder and regulatory approvals set forth under subparagraphs (a) and (b) below, the Board may from time to time amend or revise the terms of the Employee Share Option Plan or may discontinue the Employee Share Option Plan at any time provided however that no such amendment or revision may, without the consent of the Holder, in any manner adversely affect his rights under any Option already granted under the Employee Share Option Plan.

• (a) The Board may, only if it first obtains shareholder and regulatory approval as required by the Exchange Rules, make the following amendments to the Employee Share Option Plan:

• (i) any amendment to the number of securities issuable under the Employee Share Option Plan, including an increase to a fixed maximum number of securities or a change from a fixed maximum number of securities to a fixed maximum percentage. A change to a fixed maximum percentage which was previously approved by shareholders will not require additional shareholder approval;

• (ii) a reduction in the Exercise Price under this Employee Share Option Plan benefiting an Insider of the Company;

• (iii) an extension of a term of an Option under this Employee Share Option Plan benefiting an Insider of the Company;

• (iv) any amendment to remove or to exceed the Insider participation limit;

• (b) The Board may, subject to receipt of requisite regulatory approval, where required, in its sole discretion make all other amendments to the Employee

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Share Option Plan that are not of the type contemplated in subparagraph (a) above including, without limitation:

• (i) amendments of a “housekeeping” nature;

• (ii) a change to the vesting provisions of a security or the Employee Share Option Plan; and

• (iii) a change to the termination provisions of a security or the Employee Share Option Plan which does not entail an extension beyond the original expiry date.

22.6 Exchange Rules

To the extent this Plan is inconsistent with the Exchange Rules, the Exchange Rules will prevail.

22.7 Governing Law

This Employee Share Option Plan and the rights of Holders under its terms are governed by the laws in force in New South Wales, Australia and the Commonwealth of Australia.

.

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Annexure 2

AGUIA RESOURCES LIMITED ABN 94 128 256 888

OPTIONS – Terms and Conditions

1. Entitlement

Each Option (together Options ) entitles the holder to subscribe for and be issued one fully paid ordinary share ( Share ) in the capital of Aguia Resources Limited ( Company ) upon exercise of each Option. The date of issue of that Option will hereafter be referred to as the Issue Date .

2. Exercise Price and Expiry Date

• (a) The Exercise Price of the Options is $0.12 each, which represented a 140% premium to the closing share price on the ASX on the business day immediately before the date of issue of the Options.

• (b) The Expiry Date of the Options is the earlier to occur of three (3) years after their date of issue and 30 days after a Change in Control Event.

3. Exercise Period and Vesting Date

• (a) Subject to the Change of Control provisions below, each Option is exercisable at any time after the latter of the date of grant of the Option and the vesting date (if applicable) and before the Expiry Date.

• (b) Notwithstanding that the Expiry Date has not occurred, each Option that has not already vested as outlined above will expire on that date which is the earlier of the date the Option holder ceases to be employed, engaged as a consultant or appointed as an executive Director of the Company because of:

• (i) if the holder is an employee, the date the holder is dismissed from employment with the Company for gross misconduct;

• (ii) if the holder is a consultant, the date the holder’s appointment is terminated for gross misconduct;

• (iii) if the holder is a Director, the date the holder is disqualified from holding the office of Director;

• (iv) retirement;

• (v) voluntary cessation; or

• (vi) by mutual agreement (unless the Board resolves otherwise),

and thereafter no party has any claim against any other party arising under or in respect of any Option.

• (c) If a Change in Control Event occurs in respect of the Company, all Options that have been issued but have not yet vested, will immediately thereupon vest.

• (d) 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 in number 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:

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• (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.

4. Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt by the Company of that Notice of Exercise.

1. Shares issued on exercise

Shares issued on exercise of the Options rank equally with all other issued Shares.

1. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued promptly after the exercise of the Options.

1. Timing of issue of Shares

Within fifteen Business Days after the later to occur of:

• (a) Receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised by the Company (each an Exercised Option) where the Company is not in possession of any excluded information (as defined in section 708A(7) of the Corporations Act) (Excluded Information); and

• (b) The date upon which the Company ceases to be in possession of Excluded Information in respect to the Company following the receipt of the Notice of Exercise and payment of the Exercise Price for each Exercised Option being exercised by the Company,

• (c) The Company will:

• (i) Issue the Shares pursuant to the exercise of the Exercised Options;

• (ii) Give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and

• (iii) Apply for official quotation on ASX of Shares issued pursuant to the exercise of the Exercised Options.

8. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders of Options will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the holders of the Options will be afforded the minimum period of notice prescribed under the Listing Rules prior to and inclusive of the books closing date (to determine entitlements to the issue) in order to give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

9. Pro-rata Issues

If there is a pro rata issue (except a bonus issue), then at the time of the pro rata issue (except a bonus issue), the exercise price of an Option may be reduced according to the following formula:

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O[n] = O – E [P-(S + D)] N + 1

Where:

• O[n] = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which one Option is exercisable;

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the five trading days ending on the day before the exright date or the ex-entitlements date;

• S = the subscription price for a security under the pro rata issue;

• D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

Otherwise the exercise price of the Option shall remain unchanged.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other Securities to existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) The number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received as if the Option holder had exercised the Option before the record date for the bonus issue; and

• (b) No change will be made to the Exercise Price.

Adjustment organisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Option holders will, be varied to the extent necessary to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

1. Quotation of Options

2. (a) No application for official quotation of the Options will be made by the Company; and

3. (b) The Company shall apply for the listing of the resultant shares of the Company issued upon exercise of any Option.

Options Transferable

The Options are transferable provided that the transfer of Options complies with section 707(3) of the Corporations Act.

14.

Lodgment Instructions

Cheques payable in respect of the exercise of any right attaching to an Option shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of Options with the appropriate remittance should be lodged at the Company’s registry.

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ABN 94 128 256 888

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

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

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Aguia Resources Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 11:00AM on Tuesday, 4 April 2017 at Franks & Associates, Suite 4, Level 9, 341 George Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS 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 T Resolutions For Against Abstain * For Against Abstain * 1 Consolidation of Capital (5:1) 5 Ratification of Prior Issue of Options to Employees and Advisers under ASX Listing Rule 7.1 2 Approval to Issue Securities at 80% of 6 Approval of Employee Share Option Plan average market price (VWAP) to raise up to $8 million

• 3 Ratification of Prior Issue of Shares to Sophisticated and Professional Investors under ASX Listing Rule 7.1

• 4 Ratification of Prior Issue of Shares to Sophisticated and Professional Investors under ASX Listing Rule 7.1A

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• • 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.

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 PRX1701A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00AM on Sunday, 2 April 2017 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.

APPOINTMENT OF PROXY

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

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• 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).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

your proxy by scanning the QR code You may direct your proxy how to vote by placing a mark in one of the adjacent or enter the voting link boxes opposite each item of business. All your shares will be voted in www.linkmarketservices.com.au accordance with such a direction unless you indicate only a portion of your mobile device. Log in using the voting rights are to be voted on any item by inserting the percentage or Holder Identifier and postcode for your number of shares you wish to vote in the appropriate box or boxes. If you shareholding. 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 BY MAIL  You are entitled to appoint up to two persons as proxies to attend the Aguia Resources Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an C/- Link Market Services Limited additional Proxy Form may be obtained by telephoning the Company’s Locked Bag A14 share registry or you may copy this form and return them both together. Sydney South NSW 1235 To appoint a second proxy you must: Australia (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that  form. If the appointments do not specify the percentage or number of +61 2 9287 0309 votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and  BY HAND (b) return both forms together. 1A Homebush Bay Drive SIGNING INSTRUCTIONS Rhodes NSW 2138 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.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

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

• During business hours (Monday to Friday, 9:00am–5:00pm)

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 or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.