SOLICITATION OF PROXIES
This circular is provided in connection with the solicitation by Management of New Island Resources Inc., (the "Corporation") of proxies for the Annual and Special Meeting of Shareholders of the Corporation (the "Meeting") to be held Thursday, the 18th day of December, 2003, at 2:30 p.m. (St. John's time) in the Columbus Room, The Fairmont Newfoundland, St. John's, NL.
Management does not contemplate a solicitation of proxies otherwise than by mail. The cost thereof will be borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIES
A shareholder has the right to appoint a nominee (who need not be a shareholder) to represent him at the Meeting other than the persons designated in the enclosed Proxy Form by inserting the name of his chosen nominee in the space provided for that purpose on the form, or by completing another proper form of proxy. Such shareholder should notify the nominee of his appointment, obtain his consent to act as proxy and should instruct him as to how the shareholder's shares are to be voted. In any case, the form of proxy should be dated and executed by the shareholder or his attorney duly authorized in writing.
A proxy is valid only at the Meeting in respect of which it is given or any adjournment thereof if completed and delivered to CIBC Mellon Trust Company in the envelope provided, or deposited at the office of the Corporation, Suite 503 Scotia Centre, 235 Water Street, St. John's, Newfoundland A1C 1B6 not less than 48 hours before the time for the holding of the Meeting or any adjournment thereof.
VOTING OF PROXIES
The persons named in the enclosed form of proxy are Directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints either of them. Each shareholder may instruct his proxy as to how his shares shall be voted by completing the blanks on the proxy form. Each proxy shall be conferred discretionary authority with respect to amendments or variations to matters of the business of the Meeting as set out in the Notice of Meeting, or other matters that may properly come before the Meeting.
Shares represented by properly executed proxy forms in favour of the person designated on the enclosed form will be voted or withheld from voting in accordance with the instruction made on the proxy form. IN THE ABSENCE OF SUCH SPECIFICATION, SHARES WILL BE VOTED IN FAVOUR OF THE MATTERS REFERRED TO IN THE PROXY.
RECORD DATE
The Record Date has been set for November 7, 2003. The date for determination of the shareholders entitled to receive Notice of the Meeting or any adjournment thereof shall be as of the Record Date. Any shareholder of record as at the close of business of the transfer agent of the Corporation in Calgary, Alberta, on the Record Date, who either personally attends the Meeting or has completed and delivered a Form of Proxy in the manner and subject to the provisions set out in the heading APPOINTMENT AND REVOCATION OF PROXIES will be entitled to vote or to have his shares voted at the Meeting, except to the extent that a shareholder has transferred his shares after that day and the transferee of those shares produces proof that he owns the shares and demands not later than ten days before the Meeting that his name be included in the list before the Meeting, in which case the transferee shall be entitled to vote his shares at the Meeting.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
As at the date hereof, 19,202,037 common shares without nominal or par value of the Corporation are issued and outstanding - each such share carrying the right to one vote at the Meeting.
To the knowledge of the Directors and Senior Officers of the Corporation, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting shares carrying more than 10% of the voting rights attached to the common shares except Newfoundland Goldbar Resources Inc., of St. John's, Newfoundland, which beneficially owns 3,598,687 common shares, representing 18.7% of all issued and outstanding shares of the Corporation.
Atlantis Corporation Limited of St. John's, Newfoundland, together with its wholly-owned subsidiary, Atlantis Technologies Limited, holds 24.1% of the outstanding shares of Newfoundland Goldbar Resources Inc. Mr. Harold L. Wareham is a Director of Newfoundland Goldbar Resources Inc., and is Chairman and C.E.O. of Atlantis Corporation Limited.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
Since the date of the last Annual Meeting of Shareholders of the Corporation, none of the Directors or Senior Officers of the Corporation has been indebted to the Corporation nor are any transactions contemplated pursuant to which such indebtedness will arise.
STATEMENT OF EXECUTIVE COMPENSATION
The following table shows remuneration paid to the fiscal year ended June 30, 2003 to Directors and Senior Officers of the Corporation.
| Nature of Remuneration | |||
| From Officeor Employment(Aggregate) | Cost ofPension Benefits(Aggregate) | Other(Aggregate) | |
| Directors (Total 5) | Nil | Nil | Nil |
| Senior Officers(Total 1) | $42,000 | Nil | Nil |
No Director or Senior Officer has been indebted to the Corporation since the beginning of the last completed fiscal year of the Corporation. The Corporation does not have any pension or retirement plans.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Mr. Harold Wareham is President and controlling shareholder of Atlantis Corporation Limited. During the year, the Corporation was charged $58,125 by Atlantis Corporation Limited for rent, accounting, secretarial and administrative services.
STATEMENT OF EXISTING OPTION AGREEMENTS
The following Option Agreements are in place with Officers and/or Directors of the Corporation under the terms of the Corporation's Stock Option Plan:
| Officers and/or Directors of the Corporation | Share Option Amount | Exercise Price | Expiry |
| Ronald M. Jones | 120,000 | $0.20 | January 12, 2004 |
| Harold L. Wareham | 120,000 | $0.20 | January 12, 2004 |
| Eric K. Jerrett | 120,000 | $0.20 | January 12, 2004 |
| Lewis W. Stoyles | 120,000 | $0.20 | January 12, 2004 |
| Roger W. Pike | 120,000 | $0.20 | January 12, 2004 |
| Lorna Smith | 65,000 | $0.20 | January 12, 2004 |
| Lisa Hodge | 40,000 | $0.20 | January 12, 2004 |
PARTICULARS OF MATTERS TO BE ACTED UPON
To the knowledge of the Corporation's Directors, the only matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting relating to receiving the financial statements of the Corporation for the year ended June 30, 2003; the Auditor's report thereon; the election of the Board of Directors; the appointment of the Auditors for the ensuing year and authorizing the Directors to fix their remuneration; and the approval of the Corporation's 2003 Stock Option Plan, subject to regulatory approval. IT IS THE INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, TO VOTE FOR THE APPROVAL OF ALL OF THE FOREGOING.
ELECTION OF DIRECTORS
Each Director of the Corporation is elected and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a Director prior to that date. In the absence of instructions to the contrary, the shares represented by proxy will be voted for the nominees herein listed.
MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR.
The Management nominees for the Board of Directors and information concerning them as furnished by the individual nominees are as follows:
| Name and Address | Office | Principal Occupation | Date First appointed as a Director | Common Shares Beneficially Owned as of Record date |
| Harold L. Wareham St. John's, NL | President, Chief Executive Officer and Chairman | President of the Corporation since April 1, 1994. Chairman and C.E.O. of Atlantis Corporation Limited. | 11/11/91 | 913,539 |
| Ronald M. JonesVernon, B.C. | -- | Independent businessman since April 1987, prior to Vice-President and Director of CEDA International Ltd. | 28/01/91 | 253,284 |
| Eric K. Jerrett(1) P.Eng.Bay Roberts, NL | -- | Past President of E.K. Jerrett & Associates Ltd. - retired | 07/03/94 | 12,500 |
| Roger W. Pike(1)St. John's, NL | -- | President and CEO, Pike Group of Companies,St. John's, NL | 15/12/00 | 100,000 |
| William Warren St. John's, NL | -- | President, Island Industrial St. John's, NL | New | 200,000 |
| Richard R. Flynn Dartmouth, NS | -- | Corporate Executive | New | -- |
All of the proposed nominees for Directors are ordinarily resident in Canada.
APPOINTMENT OF AUDITORS
Shareholders will be asked to approve the appointment of Deloitte & Touche LLP as Auditors of the Corporation for the ensuing year at remuneration to be set by the Directors.
SPECIAL RESOLUTION - APPROVAL OF NEW STOCK OPTION PLAN
Pursuant to Policy 4.4 of the TSX Venture Exchange (the "Policy"), Corporations that have a rolling stock option plan reserving a maximum of 10% of the issued and outstanding shares of the Corporation must receive yearly shareholder approval of the stock option plan. Additionally, this Policy was amended effective August 2002 and changes were made to stock option plan requirements. Accordingly, the directors of the Corporation are of the opinion that it is in the best interest of the Corporation to cancel its existing plan and to implement a new stock option plan in compliance with the Policy (the "New Stock Option Plan"). The New Stock Option Plan is essentially the same as the former stock option plan adopted in 1998. The directors of the Corporation have approved the New Stock Option Plan in the form attached hereto as Schedule "A", however it is subject to regulatory approval and approval by the shareholders of the Corporation.
The following resolution will be placed before the meeting:
BE IT RESOLVED THAT:
1. The New Stock Option Plan of the Corporation be and is hereby ratified and approved in substantially the form attached as Appendix "A" to the Information Circular prepared for the purpose of this meeting;
2. Any director or officer be and is hereby authorized to amend the New Stock Option Plan should such amendments be required by applicable regulatory authorities;
3. Any director or officer be and is hereby authorized to execute and deliver all such deeds, documents and other writings and perform such acts as may be necessary in order to effect the New Stock Option Plan and the Board of Directors of the Corporation, from time to time, be authorized to grant options in the capital stock of the Corporation pursuant to and in accordance with the provisions of the New Stock Option Plan.
PARTICULARS OF OTHER MATTERS TO BE ACTED ON
Management knows of no other matters to come before the meeting of shareholders other than those referred to in the notice of meeting, however, should any other matters properly come before the meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgement of the persons voting the shares presented by the proxy.
Effective Date
Unless otherwise stated, information contained herein is given as of the 7th day of November, 2003.
The contents of and the sending of this Information Circular have been approved by the Directors of the Corporation.
The foregoing contains no untrue statements of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
| Harold L. Wareham | Lorna Smith |
| President | Corporate Secretary |
DATED: November 7, 2003