Aguia Resources : Share Purchase Plan

For personal use only

Dear Shareholder

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

Introduction

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

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

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

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

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

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

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

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

Additional information about the Company, including all ASX announcements, is available at

www.aguiaresources.com.au.

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

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

Yours faithfully

Ms Christina McGrath

Chair

AGUIA RESOURCES LIMITED

For personal use only

1. What is the SPP?

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

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

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

1. Who is an Eligible Shareholder?

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

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

1. How much can I invest under the SPP?

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

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

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

1. Subscription and Application procedure?

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

For personal use only

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

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

You do notneed to return the Personalised Application Form but you will need to make the payment (only by BPAY® or by electronic funds transfer for New Zealand shareholders) by 5:00 pm (AWST) on Friday, 10 December 2021 in accordance with the instructions on the Personalised Application Form.

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

1. How will custodians, trustees and nominees be treated under the SPP?

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

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

1. What is the Issue Price?

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

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

For personal use only

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

1. Do I have to participate in the SPP?

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

1. What are the key risks associated with the SPP?

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

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

1. What else do I need to consider?

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

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

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

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

1. What do I do if I receive more than one Entitlement and Application Form?

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

1. How are refunds paid?

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

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