Notice of Extraordinary General Meeting and Explanatory Memorandum

Dear Shareholders,

Acquisition of Potassio do Atlantico Ltda by Aguia Resources Limited

I am pleased to present to you a Notice of Meeting and Explanatory Memorandum for an Extraordinary General Meeting to be held on 24 June 2011. The meeting has been convened to seek Aguia shareholder approval for the proposed acquisition of Potassio do Atlantico Ltda by Aguia, or a nominated wholly-owned subsidiary of Aguia.