Agau Announces Proposed Private Placement and Debt Conversion

Calgary, Alberta--(Newsfile Corp. - August 3, 2018) - Agau Resources, Inc. (the "Company" or "Agau") is pleased to announce that it intends to complete a non-brokered private placement of up to 200,000,000 common shares in the share capital of the Company (each, a "Share") at $0.00125 per Share for gross proceeds of up to $250,000 (the "Offering"). In addition, the Company is pleased to report that it has it has entered into debt conversion agreements (collectively, the "Debt Agreements") with certain creditors (collectively, the "Creditors") of the Company. Pursuant to the Debt Agreements, the Company proposes to settle up to $3,500 of debt by issuing 2,800,000 Shares at a deemed price of $0.00125 per Share (the "Debt Conversion").

Certain directors, officers and other insiders may participate in the Offering and the Debt Conversion. Accordingly, any such participation would be considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, such participation would be exempt from the formal valuation and majority of the minority shareholder approval set out in MI 61-101 since the Company intends to rely on the exemption from the formal valuation requirement of MI 61-101 contained in section 5.5(g) of MI 61-101, and the exemption from the minority shareholder approval requirement of MI 61-101 contained in Section 5.7(1)(e) of MI 61-101, both on the basis that the Company meets the financial hardship exemption requirements. The Offering and Debt Conversion were designed to improve the financial condition of the Company.

All of the Shares issued pursuant to the Offering and the Debt Conversion are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

For further information contact;

Agau Resources, Inc.
Attention: Binyomin Posen
Chief Executive Officer
Phone: (416) 481-2222 x246
E-mail: bposen@plazacapital.ca