RECORD DATE

The Record Date has been set for November 8, 2007. 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, 47,127,362 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 3,515,687 common shares representing 7.46% 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 3,414,875 common shares representing 7.25% of all the issued and outstanding shares of the Corporation. Mr. Harold L. Wareham is a Director of Newfoundland Goldbar Resources Inc. and is Chairman and CEO of Atlantis Corporation Limited.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the last financial year, of any proposed nominee for election as a director, or of any associates or affiliates of any of these individuals, in any matter to be acted on at the Meeting.

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:

Name and Address	Office	Principal Occupation	Date First appointed as a Director (MM/DD/YY)	Common Shares Beneficially Owned as of Record date
Eric K. Jerrett⁽¹⁾ Bay Roberts, NL	Chairman	Past President of E.K. Jerrett & Associates Ltd. - retired	07/03/94	112,500
Harold L. Wareham St. John’s, NL	President & CEO	Chairman and C.E.O. of Atlantis Corporation Limited.	11/11/91	180,039
James P. O’Reilly⁽¹⁾ St. Catharines, ON	--	President Baumgartl & Associates Limited	14/12/05	20,000
Leo P. Power St. John’s, NL	--	Businessman	04/05/07	50,000
Samuel Walters⁽²⁾ St. John’s, NL	--	Retired VP major Canadian bank	--	40,000

⁽¹⁾Member of Audit Committee

⁽²⁾Proposed member of Audit Committee

All of the proposed nominees for Directors are ordinarily resident in Canada.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions: For the purpose of this Information Circular:

“Chief Executive Officer” or “CEO” of the company means an individual who served as chief executive officer of the Company or acted in a similar capacity during the most recently completed financial year;

“Chief Financial Officer” or “CFO” of the company means an individual who served as chief financial officer of the Company or acted in a similar capacity during the most recently completed financial year;

“Named Executive Officer” or “NEO” means any of the following individuals:

a) each CEO;

b) each CFO;

c) each of the Company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year, and whose total compensation exceeded $150,000;

d) any other individuals for whom disclosure would have been provided under (c) above, except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.

“Long Term Incentive Plan” or “LTIP” means any plan providing compensation intended to motivate performance over a period greater than one financial year. LTIPs do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale.

“Options” includes all options, share purchase warrants and rights granted by a company or its subsidiaries as compensation for employment services or office.

“Stock Appreciation Right” or “SAR” means a right to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities.

Compensation of Named Executive Officers

The Corporation had two Named Executive Officers during the fiscal year ended June 30, 2007, namely Harold L. Wareham and Lisa D. Hodge. The following table contains information relating to the compensation paid to the Named Executive Officers. None of the other executive officers received a salary and bonus exceeding $150,000 during the fiscal year ended June 30, 2007.

Summary Compensation Table – Named Executive Officers

Name and Principal Position

Year

Annual Compensation

Long Term Compensation

All Other Compen- sation

($)

Salary

($)

Bonus

($)

Other Annual Compen-sation

($)

Awards

Payouts

Securities Under Options/ SARs Granted

(#)

Restricted Shares

Share Units

($)

LTIP Payouts

($)

Harold Wareham

President & CEO

2007

2006

2005

50,000⁽¹⁾

Nil

500,000

Nil

Lisa Hodge

CFO

2007

2006

2005

25,000⁽²⁾

Nil

5,000

Nil

75,000

25,000

Nil

⁽¹⁾ Salary to CEO commenced January 1, 2007 based on annual salary of $100,000

⁽²⁾ Salary to CFO commenced January 1, 2007 based on annual salary of $50,000

Long Term Incentive Plan

The Corporation does not have a long term incentive plan for the Named Executive Officers.

Options and SARs

Options/SAR Grants During the Most Recently Completed Financial Year

The following options were granted to the Named Executive Officers during the most recently completed financial year pursuant to the Corporation’s Stock Option Plan.

Named Executive Officer

Name

Securities under Options/SARs Granted

(#)

% of Total Options/SARs Granted to Employees in Financial Year

Exercise or Base

Price

($/Security)

Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)

Expiration Date

(MM/DD/YY)

Harold L. Wareham

CEO

Nil

Lisa D. Hodge

CFO

75,000

50%

$0.22

$0.18

2/1/12

No options were exercised by the Named Executive Officers during the most recently completed financial year.

Termination of employment, change in responsibility and employment contracts

Employment contracts are in place with respect to the services of the Named Executive Officers and the Corporate Secretary. Under the terms of the agreements, the CEO is paid an annual base salary of $100,000 and the CFO and Corporate Secretary are paid an annual base salary of $50,000. In the event of a change of control or change of head office outside the Province of Newfoundland, within a two year period thereof, the CEO may elect to receive a payment of three times annual salary and the CFO and Corporate Secretary may elect to receive a payment of two times annual salary.

Compensation of directors

The Corporation pays an annual retainer to each director of $2,500, paid semi-annually, as well as a fee for meeting attendance. The following amounts were paid to directors during the fiscal year ended June 30, 2007.

Name of Director	Annual Retainer Paid $	Meeting Fees Paid $
Eric K. Jerrett	2,500	1,750
Harold L. Wareham	2,500	2,250
James P. O’Reilly	2,500	2,750
William Warren	2,500	3,250
Leo P. Power	1,250	1,000
Ronald M. Jones⁽¹⁾	1,250	500
Tarik G. Elsaghir⁽¹⁾	1,250	500

⁽¹⁾ Ronald M. Jones and Tarik G. Elsaghir ceased to be directors on December 14, 2006

The directors are also reimbursed for expenses incurred in carrying out their duties as directors and are granted incentive stock options pursuant to the Corporation’s Stock Option Plan. During the year ended June 30, 2007 the following stock options were granted to non-employee directors of the Corporation: Eric Jerrett – 350,000 options; James O’Reilly – 200,000 options; William Warren – 200,000 options and Leo Power – 500,000 options.

During the Corporation’s most recently completed financial year, Baumgartl & Associates Limited, a company controlled by a director of the Corporation, was paid $25,000 regarding securing financing for the Nugget Pond acquisition.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The Stock Option Plan is the only equity compensation plan adopted by the Corporation. The following table sets out information with respect to the options outstanding under the Plan as at June 30, 2007, the Corporation’s most recently completed financial year.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans

Stock Option Plan approved by securityholders

3,125,000

$0.21

1,587,736

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of October 8, 2007, the aggregate indebtedness to the Corporation and its subsidiaries of all officers, directors, and employees and former executive officers, directors and employees was nil.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Mr. Harold Wareham is President and controlling shareholder of Atlantis Corporation Limited. During the year ended June 30, 2007, the Corporation paid an aggregate of $171,000 to Atlantis Corporation Limited for rent, accounting, secretarial and administrative services.

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.

CORPORATE GOVERNANCE

The following is the disclosure required by Form 58-101F2 of National Instrument 58-101 Disclosure of Corporate Governance Practices.

Board of Directors

The Board of Directors presently has five members, four of whom are independent. The definition of independence used by the Company is that used by the Canadian Securities Administrators as set out in section 1.4 of Multilateral Instrument 52-110 Audit Committees (“MI 52-110”). A director is “independent” if he has no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of the directors’ independent judgement. Criteria for determining material relationships are outlined in section 1.4 of MI 52-110.

Eric Jerrett, James O’Reilly, William Warren and Leo Power are considered to be independent directors. Harold Wareham is not considered to be independent as he is management of the Company. The proposed nominees, if elected, will be independent members of the Board.

The Board believes that the principal objective of the Company is to generate economic returns with the goal of maximizing shareholder value, and that this is to be accomplished by the Board through the stewardship of the Company. In fulfilling its stewardship function, the Board’s responsibilities will include strategic planning, appointing and overseeing management, risk identification and management, environmental oversight, overseeing financial and corporate issues. Directors are involved in the supervision of management.

Other Directorships

The following directors of the Company are also directors of other reporting issuers:

Current Director/Nominee	Directorships of Other Reporting Issuers
Eric Jerrett	Newfoundland Goldbar Resources Inc.
Harold Wareham	Newfoundland Goldbar Resources Inc.
Leo Power	Crosshair Exploration & Mining Corp. Newfoundland Goldbar Resources Inc.

Orientation and Continuing Education

New Directors of the Company are provided with pertinent information about the Company including written information about the duties and obligations of directors, the business and operations of the Company and documents from recent Board meetings. Specific details of the orientation of each new director are tailored to that individual’s needs and areas of interest.

The Company also provides continuing education to directors by way of management presentations to ensure that their knowledge and understanding of the Company’s business remains current. The Company’s financial and legal advisers are also available to the Company’s directors.

Ethical Business Conduct

The Company has adopted a Corporate Code of Conduct (the “Code”), which is intended to document the principles of conduct and ethics to be followed by the Company’s directors, officers and employees. The purpose of the Code is to:

§ Promote integrity and deter wrongdoing

§ Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest.

§ Promote avoidance of absence of conflicts of interest.

§ Promote full, fair, accurate, timely and understandable disclosure in public communications made by the Company.

§ Promote compliance with applicable governmental laws, rules and regulations.

§ Promote a safe and healthy work environment

§ Promote equal opportunity employment and deter discrimination

§ Promote and provide a mechanism for the prompt, internal reporting of departures from the Code

§ Promote accountability for adherence to the Code

§ Provide guidance to the Company’s directors, officers and employees to help them recognize and deal with ethical issues

§ To help foster a culture of integrity, honesty and accountability throughout the Company.

A copy of the Code of Conduct is available from the Company’s offices. In the Board’s regular meetings, the Board considers the Company’s operations and business activities in light of the Code of Conduct. The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.

Nomination of Directors

The Company does not have a formal process or committee for proposing new nominees for election to the Board of Directors. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members.

Compensation

The Company does not have a compensation committee. Compensation to directors and officers of the Company are approved by the Board of Directors.

Other Board Committees

Standing committees of the Board are the Corporate Governance Committee and the Audit Committee.

Assessments

There is no formal committee with the responsibility for assessing the effectiveness of the Board, its committees or individual directors. Board members are subject to the terms disclosed in the Corporate Code of Conduct and the Charter of the Board of Directors.

AUDIT COMMITTEE

The following is disclosure required by Form 52-110F2 of MI 52-110.

General

The Audit Committee is a committee of the Board, the primary function of which is to assist the Board in fulfilling its financial oversight responsibilities, which will include monitoring the quality and integrity of the Company’s financial statements and the independence and performance of the Company’s external auditor, acting as liaison between the Board and the Company’s external auditor, reviewing the financial information that will be publicly disclosed and reviewing all audit processes and the systems of internal controls management and the Board have established.

Audit Committee Charter

The Board has adopted an Audit Committee Charter, which sets out the Audit Committee’s mandate and responsibilities. The Audit Committee’s Charter is attached to this Information Circular as Appendix “A”.

Composition

The Audit Committee consists of the following directors:

Name of Member	Independent (1)	Financially Literate (2)
Eric Jerrett	Yes	Yes
James O’Reilly	Yes	Yes
William Warren	Yes	Yes

Notes

(1) As per MI 52-110, “Independent” means that the member has no direct or indirect material relationship with the issuer.

(2) As per MI 52-110, “Financially Literate” means that the member is able to read and understand financial statements and the associated accounting issues relevant to the issuer.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, there have been no recommendations of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services) of MI 52-110 or an exemption from MI 52-110, in whole or in part, granted under Part 8 (Exemptions) of MI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, however, as provided for in MI 52-110 the Audit Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries, unless otherwise permitted by MI 52-110.

External Auditor Service Fees (By Category)

Financial Year

Ending

Audit Fees (1)

Audit Related

Fees (2)

Tax Fees (3)

All Other

Fees (4)

June 30, 2007

$32,500

$7,900

$1,750

June 30, 2006

$16,500

$9,900

$3,300

Notes:

(1) The aggregate fees billed by the Company’s auditor for audit fees

(2) The aggregate fees billed for assurance and related services by the Company’s auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not disclosed in the ‘Audit Fees’ column.

(3) The aggregate fee billed for professional services rendered by the Company’s auditor for tax compliance, tax advice and tax planning.

(4) The aggregate fees billed for professional services other that those listed in the other three columns.

Exemption

Pursuant to section 6.1 of MI 52-110, the Company is exempt from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of MI 52-110 because it is a venture issuer.

PARTICULARS OF MATTERS TO BE ACTED UPON

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 “B”, 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.

OTHER MATTERS

Management

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXY