Special Meeting of Shareholders

ARRANGEMENT

involving

GOLD RESOURCE CORPORATION

and

GOLD RESOURCE ACQUISITION SUB, INC.

and

AQUILA RESOURCES INC.

SPECIAL MEETING OF SHAREHOLDERS

OF AQUILA RESOURCES INC.

TO BE HELD ON NOVEMBER 17, 2021

NOTICE OF SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

OCTOBER 18, 2021

These materials are important and require your immediate attention. They require shareholders of Aquila Resources Inc. to make important decisions. As a shareholder of Aquila Resources Inc. you are entitled to vote on a special resolution regarding the proposed plan of arrangement described herein. If you have any questions about these materials or the matters to which they refer, please contact your professional advisors.

THE BOARD OF DIRECTORS OF AQUILA RESOURCES INC. UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FORTHE ARRANGEMENT RESOLUTION TO BE PUT BEFORE THEM AT THE SPECIAL MEETING

AQUILA RESOURCES INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an order of the Ontario Superior Court of Justice (Commercial List) dated October 15, 2021 (the "Interim Order"), a special meeting (the "Meeting") of shareholders ("Aquila Shareholders") of Aquila Resources Inc. ("Aquila") will be held at 141 Adelaide Street West, Suite 520 Toronto, Ontario M5H 3L5 on November 17, 2021 at 10:00 a.m. (Eastern Time) for the following purposes:

1. to consider and, if thought advisable, to pass a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix D to the accompanying management information circular (the "Circular"), approving a plan of arrangement (the "Arrangement") pursuant to Section 182 of the Business Corporations Act (Ontario), as amended (the "OBCA"), involving Aquila, Gold Resource Corporation ("GRC") and Gold Resource Acquisition Sub, Inc. (the "Purchaser") pursuant to an arrangement dated October 5, 2021 among Aquila, GRC and the Purchaser, all as more particularly described in the Circular, which resolution, to be effective, must be passed by an affirmative vote of (i) at least two-thirds of the votes cast at the Meeting in person or by proxy by Aquila Shareholders voting as a single class, and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Aquila Shareholders voting as a single class, excluding votes attaching to common shares of Aquila directly or indirectly held by (A) any "interested party" to the Arrangement within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
   ("MI 61-101"), (B) any "related party" of an interested party within the meaning of MI 61-101 (subject to exceptions set out therein), and (C) any person that is a joint actor with any of the foregoing for the purposes of MI 61-101; and
2. to transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Circular which accompanies this Notice of Special Meeting.

The record date for determining the Aquila Shareholders entitled to receive notice of and vote at the Meeting is the close of business on October 12, 2021 (the "Record Date"). Only Aquila Shareholders whose names have been entered in the register of Aquila Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

An Aquila Shareholder may attend the Meeting in person or may be represented by proxy. Aquila Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof or, alternatively, to vote by telephone, or over the internet, in each case in accordance with the enclosed instructions. A proxy will not be valid for use at the Meeting unless the completed form of proxy is deposited at the offices of TSX Trust Company at 100 Adelaide St. W., Suite 300, Toronto Ontario M5H 1S3 (Attn: Proxy Department) or the proxy vote is otherwise registered in accordance with the instructions thereon, not later than 10:00 a.m. (Eastern Time) on November 15, 2021, or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

Aquila Shareholders who are planning to return the form of proxy are encouraged to review the Circular carefully before submitting the proxy form.

If you are a non-registered holder of common shares of Aquila ("Aquila Shares") and have received these materials through your broker, investment dealer or other intermediary, please complete and return the form(s) provided to you by your broker, investment dealer or other intermediary in accordance with the instructions provided therein. The cut-off dates provided by your broker, investment dealer or other intermediary may be earlier than the cut-off time for the return of proxy set out herein.

Pursuant to an order of the Ontario Superior Court of Justice (Commercial List) dated October 15, 2021, registered Aquila Shareholders have been granted the right to dissent in respect of the Arrangement Resolution. If the Arrangement becomes effective, a registered Aquila Shareholder who dissents in respect of the Arrangement Resolution (a "Dissenting Aquila Shareholder") is entitled to be paid the fair value of such Dissenting Aquila Shareholder's Aquila Shares, provided that such Dissenting Aquila Shareholder has delivered a written objection to the Arrangement Resolution to Aquila not later than 5:00 p.m. (Eastern Time) on November 16, 2021, being the business day preceding the Meeting (or, if the Meeting is postponed or adjourned, the business day preceding the date of the postponed or adjourned Meeting) and has otherwise complied strictly with the dissent procedures described in the Circular, including the relevant provisions of Section 185 of the OBCA. This right is described in detail in the accompanying Circular under the heading "Rights of Dissenting Aquila Shareholders". The text of Section 185 of the OBCA, which will be relevant in any dissent proceeding, is set forth in Appendix J to this Circular.

Beneficial owners of Aquila Shares registered in the name of a broker, investment dealer or other intermediary who wish to dissent should be aware that only registered owners of Aquila Shares are entitled to dissent.

Failure to comply strictly with the dissent procedures described in the Circular may result in the loss of any right of dissent.

Given the continued risk resulting from the COVID-19 outbreak, Aquila asks that Aquila Shareholders follow the current instructions and recommendations of federal, provincial, and local health authorities when considering attending the Meeting. While it is not known what the situation with COVID-19 will be on the date of the Meeting, Aquila will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. As such, in order to mitigate potential risks to the health and safety of our communities, Aquila Shareholders, employees and other stakeholders, Aquila is urging all Aquila Shareholders to vote by proxy in advance of the Meeting and not attend the Meeting in person unless and until all social distancing recommendations or restrictions have been lifted. Aquila will follow the guidance and orders of government and public health authorities in that regard, including those restricting the size of public gatherings and attendance at the Meeting may be limited to only the legal requirements for shareholder meetings.

Rather than attending in person, Aquila encourages Aquila Shareholders to access a teleconference of the Meeting, which will give Aquila Shareholders an equal opportunity to access the Meeting regardless of their geographic location. Please email [e-mail] prior to 4:00 p.m. (Toronto time) on November 16, 2021 (or the last business day before the day of any adjourned or postponed Meeting) to receive call-in details. Note that Aquila Shareholders will not be able to vote or communicate at the Meeting by accessing the teleconference; therefore, we encourage Aquila Shareholders to vote by proxy beforehand.

DATED at Toronto, Ontario, this 18th day of October, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

"Barry Hildred"

Barry Hildred

Executive Chair of the Board of Directors

TABLE OF CONTENTS

Page

Page

DEFINED TERMS ........................................................	1
REPORTING CURRENCY AND FINANCIAL
INFORMATION......................................................	1
FORWARD-LOOKING STATEMENTS ...................	1
EXCHANGE RATE DATA..........................................	3
NOTICE REGARDING INFORMATION .................	3
NOTICE TO AQUILA SHAREHOLDERS IN
THE UNITED STATES ..........................................	3
NOTICE TO ALL AQUILA SHAREHOLDERS ......	5
QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE ARRANGEMENT ............	6
SUMMARY..................................................................	10
THE ARRANGEMENT..............................................	19
Background to the Arrangement....................................	19
Recommendation of the Special Committee..................	22
Recommendation of the Aquila Board ..........................	22
Reasons for the Recommendation of the Aquila
Board........................................................................	22
Fairness Opinion............................................................	24
Description of the Arrangement ....................................	25
Procedure for the Arrangement to Become Effective....	26
Aquila Shareholder Approval ........................................	27
Voting Support Agreements ..........................................	27
Court Approval and Completion of the Arrangement ...	27
Letters of Transmittal and Exchange Procedure............	28
Treatment of Aquila Options .........................................	29
Treatment of Aquila DSUs and Aquila RSUs ...............	29
Stock Exchange Listing and Reporting Issuer Status ....	29
Interests of Certain Persons in the Arrangement ...........	29
Intention of Aquila Directors and Executive Officers ...	31
Depositary......................................................................	31
THE ARRANGEMENT AGREEMENT...................	31
Representations and Warranties ....................................	31
Conditions Precedent to the Arrangement .....................	32
Covenants ......................................................................	34
Termination of the Arrangement Agreement.................	36
Amendment ...................................................................	38
REGULATORY MATTERS......................................	38
Canadian Securities Law Matters ..................................	38
United States Securities Law Matters............................	39
Stock Exchange Approvals............................................	40
	( i )

ELIGIBILITY FOR INVESTMENT IN
CANADA ................................................................	40
CERTAIN CANADIAN FEDERAL INCOME
TAX CONSIDERATIONS....................................	41
Holders Resident in Canada...........................................	42
Holders Not Resident in Canada....................................	45
RISK FACTORS RELATING TO THE
ARRANGEMENT .................................................	46
INFORMATION RELATING TO AQUILA............	48
Information Respecting Directors and Officers.............	48
Trading Price and Volume of Aquila Shares .................	49
Prior Sales......................................................................	50
Previous Distributions ...................................................	50
Available Information....................................................	51
Risk Factors ...................................................................	51
Aquila Documents Incorporated by Reference..............	51
INFORMATION RELATING TO GRC...................	52
GRC Business................................................................	52
Recent Developments ....................................................	53
Share Capital .................................................................	55
Dividends.......................................................................	56
Trading Price and Volume of GRC Shares....................	56
Risk Factors ...................................................................	57
GRC Documents Incorporated by Reference ................	57
INFORMATION RELATING TO THE
PURCHASER.........................................................	58
INFORMATION RELATING TO THE
COMBINED COMPANY .....................................	58
General ..........................................................................	58
Directors and Executive Officers of the Combined
Company..................................................................	58
Capital Structure............................................................	58
RIGHTS OF DISSENTING AQUILA
SHAREHOLDERS ................................................	59
GENERAL INFORMATION CONCERNING
THE MEETING AND VOTING ..........................	61
Time, Date and Place.....................................................	61
Record Date ...................................................................	61
Attending the Meeting ...................................................	61
Solicitation of Proxies ...................................................	62
Voting by Proxies ..........................................................	62
Revocability of Proxies .................................................	62
Voting of Aquila Shares Beneficially Owned by Non-
Registered (Beneficial) Shareholders.......................	63