Aguia Resources Limited
ASX : AGR

April 21, 2011 09:52 ET

Aguia Resources Limited Announces Up to AUS$15 Million Private Placement

SYDNEY, AUSTRALIA--(Marketwire - April 21, 2011) -

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES

Aguia Resources Limited, ("Aguia" or the "Company") (ASX:AGR) is pleased to announce that it has entered into agreements with Dundee Securities Ltd. ("Dundee") and Taylor Collison Limited ("Taylor") (together, the "Agents"), whereby the Agents will offer for sale approximately 18.3 million subscription receipts ("Subscription Receipts") at a price of AUS$0.82 per Subscription Receipt (the "Offering Price") from the Company on a best efforts private placement basis for aggregate gross proceeds of approximately AUS$15,000,000 (the "Offering").

Each Subscription Receipt shall be exchangeable for one ordinary share ("Share") of the Company following the satisfaction of certain conditions (the "Escrow Release Conditions"), as follows: (i) the receipt of all required approvals by shareholders of both Aguia Resources Ltd. and Potash Atlantico Corp, for the business combination of the two companies; and, (ii) the receipt of all required shareholder and regulatory approvals for the Offering including, without limitation, the approval of the Australian Securities Exchange. In the event that the Escrow Release Conditions are not satisfied within 60 days after the Closing of the Offering, the Escrowed Funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

The Company intends to use the net proceeds of the Offering for exploration drilling and development work on the Potash Atlantico potash project in the Sergipe basin and for general corporate purposes.

The Company intends to become a Reporting Issuer in Canada on or before March 31, 2012.

Closing of the Offering is expected to occur on or about May 19, 2011 and is subject to certain conditions including receipt of all necessary regulatory and stock exchange approvals including the receipt of listing approval by the Australian Securities Exchange.

The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any U.S. state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Aguia

Aguia is focused on the exploration and development of phosphate rock and potash projects in Brazil. Brazil is Latin America's biggest economy and is heavily reliant on imports of up to 50% of its phosphate and 90% of its potash needs. Aguia is well positioned to capitalize on the growing demand for phosphorous and potash based fertilisers in the expanding agriculture sector in Brazil and controls three large projects, located close to existing infrastructure. The Company is committed to its existing projects whilst continuing to pursue other opportunities within the fertiliser sector.

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the proposed use of proceeds, the ability to close the financing and attract necessary funding, and the timing, amount and cost of future exploration. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on management's assessment on the date such assessments are made, based on past experience and competencies of the appointee. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contact Information

  • Enquires:
    Aguia Resources Limited
    Simon Taylor
    Managing Director & CEO
    +61 2 9210 1332

    Aguia Resources Limited
    Aaron Wolfe
    Vice President, Corporate Development, Forbes & Manhattan
    +1 416 309 2696