INFORMATION CIRCULAR

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 Meeting of Shareholders of the Corporation (the "Meeting") to be held Wednesday, the 14 th day of December, 2005, at 2:30 p.m. (local time) in the Viking Suite, The Fairmont Hotel, 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
The persons named in the enclosed form of proxy (“Proxy”) are directors of the Corporation. A shareholder has the right to designate a person (who need not be a shareholder) other than the management designees to represent him or her at the Meeting. Such right may be exercised by striking out the names of the management designees and inserting in the space provided for that purpose the name of the person to be designated.

If this Proxy is to be utilized, it must be dated and signed by the shareholder or the shareholder's attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized with proof of such authorization attached. If this Proxy is not dated in the space provided, it will be deemed to bear the date on which it was mailed. 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 (excluding Saturdays, Sundays, and holidays) before the time for the holding of the Meeting or any adjournment thereof.

A shareholder has the power to revoke a Proxy at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked in writing executed by the shareholder or the shareholder's attorney authorized in writing, with proof of such authorization attached, and deposited either (a) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used, or (b) with the chairman of the Meeting on the day of the Meeting, or any adjournment thereof.

EXERCISE OF DISCRETION BY PROXY
Common shares represented by proxy in favour of management nominees shall be voted on any ballot at the Meeting, and where the shareholder specified a choice with respect to any matter to be acted upon, the shares shall be voted on any ballot in accordance with the specification so made.

IN THE ABSENCE OF SUCH SPECIFICATION, SHARES WILL BE VOTED IN FAVOUR OF THE MATTERS TO BE ACTED UPON. THE PERSONS APPOINTED UNDER THE INSTRUMENT OF PROXY FURNISHED BY THE CORPORATION ARE CONFERRED WITH DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR VARIATIONS OF THOSE MATTERS SPECIFIED IN THE PROXY AND NOTICE OF ANNUAL AND SPECIAL MEETING. AT THE TIME OF PRINTING THIS INFORMATION CIRCULAR, MANAGEMENT OF THE CORPORATION KNOWS OF NO SUCH AMENDMENT, VARIATION OR OTHER MATTER.

ADVICE TO BENEFICIAL SHAREHOLDERS
Shareholders who do not hold their Common Shares in their own name (referred to herein as “Beneficial Shareholders”) are advised that only Proxies from shareholders of record can be recognized and voted upon at the Meeting. The Proxy supplied to Beneficial Shareholders is substantially similar to that provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (usually a brokerage house) how to vote on behalf of the Beneficial Shareholder . Every intermediary (brokerage house) has its own mailing procedure and provides its own return instructions, which should be carefully followed .

All references to shareholders in this Management Information Circular and the accompanying Proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

RECORD DATE
The Record Date has been set for November 10, 2005. 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 or her shares voted at the Meeting, except to the extent that a shareholder has transferred his or her shares after that day and the transferee of those shares produces proof that he or she owns the shares and demands not later than ten days before the Meeting that his or her name be included in the list before the Meeting, in which case the transferee shall be entitled to vote these shares at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
As at the date hereof, 24,008,428 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 3,848,687 common shares, representing 16.03% 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 22.8% 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, 2005 to Directors and Senior Officers of the Corporation.

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 $106,321 by Atlantis Corporation Limited for rent, accounting, secretarial and administrative services. Included in this amount is the remuneration of $42,000 as noted above.

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:

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS
Each Director of the Corporation is elected and holds office until the next Annual Meeting of the shareholders unless that person ceases to be a Director prior to that date. Management does not contemplate that any of the nominees will be unable to serve as a director. In the absence of instructions to the contrary, the shares represented by proxy will be voted for the nominees herein listed.

The Management nominees for the Board of Directors and information concerning them as furnished by the individual nominees are as follows:

(1) Member of Audit Committee

(2) Proposed member of Audit Committee

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.

APPROVAL OF 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 (the “Plan”). Accordingly, shareholders are being requested to approve the Plan, attached as Appendix “A”, and authorize the Board of Directors to grant options in the capital stock of the Corporation pursuant to and in accordance with the provisions of the 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 10 th day of November, 2005.

CERTIFICATE
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.

Dated as of the 10 th day of November 2005 .

Harold L. Wareham Lorna Smith

President Corporate Secretary

Appendix “a”

NEW ISLAND RESOURCES INC.

STOCK OPTION PLAN

•  Purpose of Plan

The purpose of this plan (the "Plan") is to develop the interest of bona fide Officers, Directors, Employees, Management Company Employees, and Consultants of New Island Resources Inc. and its subsidiaries (collectively, the "Corporation") in the growth and development of the Corporation by providing them with the opportunity through stock options to acquire an increased proprietary interest in the Corporation.

•  Administration

The Plan shall be administered by the Board of Directors of the Corporation, or if appointed, by a special committee of Directors appointed from time to time by the Board of Directors of the Corporation (such committee, or if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the "Committee") pursuant to rules of procedure fixed by the Board of Directors.

•  Granting of Options

The Committee may from time to time designate bona fide Directors, Officers, Employees, Management Company Employees and Consultants of the Corporation (or in each case their personal holding companies) (collectively, the "Optionees"), to whom options ("Options") to purchase common shares ("Common Shares") of the Corporation may be granted, and the number of Common Shares to be optioned to each, provided that:

•  the total number of Common Shares issuable pursuant to the Plan shall not exceed 10% of the issued and outstanding Common Shares, subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the TSX Venture Exchange (the "Exchange");

•  the number of Common Shares reserved for issuance, within a one-year period, to any one Optionee shall not exceed 5% of the Outstanding Common Shares;

•  the number of Common Shares reserved for issuance, within a one-year period, to any one Consultant of the Corporation may not exceed 2% of the Outstanding Common Shares;

•  the aggregate number of Common Shares reserved for issuance, within a one-year period, to Employees or Consultants conducting Investor Relations Activities may not exceed 2% of the Outstanding Common Shares; and

•  unless the Plan has been approved by the shareholders of the Corporation at a meeting thereof by a majority of the votes cast at the meeting, other than votes attaching to securities beneficially owned by Insiders of the Corporation to whom Common Shares may be issued pursuant to the Plan, and Associates of any such Insiders:

•  the maximum number of Common Shares reserved for issuance pursuant to Options granted to Insiders at any time may not exceed 10% of the number of Outstanding Common Shares;

•  the maximum number of Common Shares which may be issued to Insiders, within a one-year period, may not exceed 10% of the number of Outstanding Common Shares; and

•  the maximum number of Common Shares which may be issued to any one Insider and the Associates of such Insider, within a one-year period, may not exceed 5% of the number of Outstanding Common Shares;

provided that for the purposes of paragraphs (i), (ii), and (iii) above, an entitlement granted prior to the grantee becoming an Insider may be excluded in determining the number of Common Shares issuable to Insiders.

•  Vesting

The Committee may, in its sole discretion, determine the time during which Options shall vest and the method of vesting.

•  Exercise Price

The exercise price of any Option shall be fixed by the Committee when such Option is granted, provided that such price shall not be less than the Discounted Market Price of the Common Shares, or such other price as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the Exchange.

In the event that the Corporation proposes to reduce the exercise price of Options granted to an Optionee who is an Insider of the Corporation at the time of the proposed amendment, said amendment shall not be effective until disinterested shareholder approval has been obtained in respect of the exercise price reduction.

•  Option Terms

The period during which an Option is exercisable shall, subject to the provisions of the Plan requiring acceleration of rights of exercise, be such period as may be determined by the Committee at the time of grant, but subject to the rules of any stock exchange or other regulatory body having jurisdiction. Each Option shall, among other things, contain provisions to the effect that the Option shall be personal to the Optionee and shall not be assignable or transferable. In addition, each Option shall provide that:

•  upon the death of the Optionee, the Option shall terminate on the date determined by the Committee, which date shall not be later than the earlier of the expiry date of the Option and one year from the date of death (the "Termination Date");

•  if the Optionee shall no longer be a Director or Officer of, be in the employ of, or be providing ongoing management or consulting services to the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period (the "Termination Date"), not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the Optionee ceases to be a Director, Officer or Employee of the Corporation, or ceases to provide ongoing management or consulting services to the Corporation, as the case may be; and

•  if the Option is granted to an Optionee who is engaged in Investor Relations Activities on behalf of the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period (the "Termination Date"), not in excess of 30 days prescribed by the Committee at the time of grant, following the date that the Optionee ceases to provide ongoing Investor Relations Activities;

provided that the number of Common Shares that the Optionee (or his heirs or successors) shall be entitled to purchase until the Termination Date shall be the number of Common Shares which the Optionee was entitled to purchase on the date of death or the date the Optionee ceased to be an Officer, Director or Employee of, or ceased providing ongoing management or consulting services to, the Corporation, as the case may be.

•  Exercise of Option

Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office, or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full of the purchase price of the Common Shares then being purchased.

•  Mergers, Amalgamation and Sale

If the Corporation shall become merged (whether by plan of arrangement or otherwise) or amalgamated within or with another corporation or shall sell the whole or substantially the whole of its assets and undertakings for shares or securities of another corporation, the Corporation shall, subject to this Section 8, make provision that, upon exercise of an Option during its unexpired period after the effective date of such merger, amalgamation or sale, the Optionee shall receive such number of shares of the continuing successor corporation in such merger or amalgamation or the securities or shares of the purchasing corporation as the Optionee would have received as a result of such merger, amalgamation or sale if the Optionee had purchased the shares of the Corporation immediately prior thereto for the same consideration paid on the exercise of the Option and had held such shares on the effective date of such merger, amalgamation or sale and, upon such provision being made, the obligation of the Corporation to the Optionee in respect of the Common Shares subject to the Option shall terminate and be at an end and the Optionee shall cease to have any further rights in respect thereof.

•  Termination of Option in the Event of Take-Over Bid

In the event a take-over bid (as defined in the Securities Act (Alberta), which is not exempt from the take-over bid requirements of Part 13 (132(1) of the Securities Act (Alberta) (or its replacement or successor provisions) shall be made for the Common Shares of the Corporation, the Corporation may in the agreement providing for the grant of Options herein provide that the Corporation may require the disposition by the Optionee and the termination of any obligations of the Corporation to the Optionee in respect of any Options granted by paying to the Optionee in cash the difference between the exercise price of unexercised Options and the fair market value of the securities to which the Optionee would have been entitled upon exercise of the unexercised Options on such date, which determination of fair market value shall be conclusively made by the Committee, subject to approval by the stock exchanges upon which the Common Shares are then listed, if required by such exchanges. Upon payment as aforesaid, the Options shall terminate and be at an end and the Optionee shall cease to have any further rights in respect thereof.

•  Alterations in Shares

Appropriate adjustments in the number of Common Shares optioned and in the Exercise Price, as regards Options granted or to be granted, may be made by the Committee in its discretion to give effect to adjustments in the number of Common Shares of the Corporation resulting subsequent to the approval of the Plan by the Committee from subdivisions, consolidations or reclassifications of the Common Shares of the Corporation, the payment of stock dividends by the Corporation, or other relevant changes in the capital of the Corporation.

•  Option Agreements

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to Option, the exercise price, provisions as to vesting and expiry, and any other terms approved by the Committee, all in accordance with the provisions of this Plan. The agreement will be in such form as the Committee may from time to time approve, or authorize the officers of the Corporation to enter into, and may contain such terms as may be considered necessary in order that the Option will comply with this Plan, any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen, and the rules of any regulatory body having jurisdiction over the Corporation.

•  Regulatory Authorities Approvals

The Plan shall be subject to the approval, if required, of any stock exchange on which the Common Shares are listed for trading. Any Options granted prior to such approval shall be conditional upon such approval being given, and no such Options may be exercised unless such approval, if required, is given.

•  Amendment or Discontinuance of the Plan

The Committee may amend or discontinue the Plan at any time, provided that no such amendment may, without the consent of the Optionee, alter or impair any Option previously granted to an Optionee under the Plan, and provided further that any amendment to the Plan will require the prior consent of the Exchange, or such other or additional stock exchange on which the Common Shares are listed for trading.

•  Common Shares Duly Issued

Common Shares issued upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt by the Corporation of the Exercise Price therefor in accordance with the terms of the Option, and the issuance of Common

Shares thereunder will not require a resolution or approval of the Board of Directors of the Corporation.

•  Definitions

•  In this Plan, capitalized terms used herein that are not otherwise defined herein shall have the meaning ascribed thereto in the Corporate Finance Manual of the Exchange, and in particular, in policies 1.1 and 4.4 of said Corporate Finance Manual.

•  "Outstanding Common Shares" at the time of any share issuance or grant of Options means the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the Exchange.

•  Effective Date

This Plan is effective from December 18, 2003.