Requisitioning Shareholders Statement - 5 June 2019The...

Requisitioning Shareholders Statement - 5 June 2019

The requisitioning shareholders of the Aguia Resources Limited (AGR) (the Company) ExtraordinaryGeneral Meetings (EGMs) to be held on Tuesday, 11 June 2019 and Monday, 17 June 2019 providethe following statement to all shareholders under section 249P of the Corporations Act.

As shareholders of AGR, we are concerned about the future direction of the Company under thecurrent Board of directors. These concerns include:
• during FY17 and 18, Executive Chairman, Paul Pint, Managing Director, Justin Reid and Chief Commercial Officer, Catherine Stretch, received from AGR a combined remuneration of approximately $2,182,000 in cash1 and 4,150,000 in options;2
• over this same period, AGR's share price has fallen from A$0.60 on 30 June 2016 to A$0.20on 29 June 2018. On 4 June 2019, AGR closed at only A$0.12;3
• in addition to the considerable remuneration received from AGR, a number of the Directors and Senior Management ofAGR also hold external management positions. These external management positions include Paul Pint, also President ofTSX-listed Troilus Gold;4o Justin Reid, also CEO of TSX-listed Troilus Gold;5o Catherine Stretch, also Director of one TSX-listed and two TSX-V listed companies.6
• combined, the current Board has a low share ownership. The current six directors collectively have an interest in less than 1% of the Company's shares.7

The requisitioning shareholders have made a number of offers to the existing AGR Board in order to seek to address the concerns noted above, all of which have been rejected by the Board. The requisitioning shareholders believe that a newly composed, more focused Board, consisting of the four proposed Directors (CVs attached) as well as MD, Justin Reid, and NED, David Gower, both of whom have been asked to remain on the Board, will better represent the interests of all AGR shareholders because the proposed new directors:

• are all Australian based (ie where more than approximately 80% of AGR's shareholders are registered);
• are committed to minimising dilution of existing shareholders as AGR grows and moves towards a positive cash flow position;
• are committed to ongoing Board renewal and strengthening with the addition of appropriate experience and expertise as and when the complexity and size of AGR requires.The requisitioning shareholders look forward to working with Mr Reid, Mr Gower, the proposed Directors, and the existing management team in both the Brazilian and Canadian offices, for the benefit of all AGR shareholders as the Company continues to advance its exciting phosphate and copper projects.

The requisitioning shareholders encourage AGR shareholders to vote 'FOR' all resolutions at both of the upcoming EGMs.


The requisitioning shareholders can be contacted on +61 2 8042 9656.