NEWSTRIKE RESOURCES LTD.
390 Bay Street, Suite 612
Toronto, Ontario
M5H 2Y2
NOTICE OF ANNUAL AND SPECIAL MEETING
NOTICE IS HEREBY GIVEN THAT an a
nnual and special meeting (the “
Meeting
”) of the
shareholders of Newstr
ike Resources Ltd. (“
Newstrike
” or the “
Company
”) will be held at
Cassels Brock & Blackwell LLP, located at 40 King Street West, Suite 2100, Scotia Plaza,
Toronto, Ontario, M5H 3C2, on May 22, 2018 at
2:00 p.m. (Toronto time) for the following
purposes:
(1)
to receive and consider Newstrike’s audited financial statements for the fiscal year-ending
December 31, 2017 together with the report of the auditors thereon;
(2)
to elect the directors;
(3)
to appoint DMCHL LLP as auditors and to aut
horize the directors to fix their remuneration;
(4)
to approve an ordinary resolution (set out in Schedule “B” to the accompanying
management information circular) confirmi
ng Newstrike’s existing stock option plan;
(5)
to approve a special resolution (set out in
Schedule “C” to the accompanying management
information circular) providing the Company’s
board of directors with
the ability, subject
to regulatory approval, to c
onsolidate the Company’s common shares based on a range of
a minimum of two (2) and maximum of ten (
10) existing or “old” common shares for one
(1) “new” common share, as more fully described in the accompanying management
information circular;
(6)
to consider and, if deemed advi
sable, approve, a special resolution
(set out in Schedule “D”
to the accompanying management information
circular) authorizing and approving the
Company to change its name to “Newstrike Brands Ltd.”; and,
(7)
to transact such further or other business as may properly come before the Meeting and any
adjournments thereof.
The accompanying management information circular provides additional information relating to
the matters to be considered at the Meeting.
Also accompanying this notice is a form of proxy.
Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.
Only Newstrike shareholders of record at the cl
ose of business on April 2, 2018, will be entitled
to receive notice of and vote at the Meeting.
please complete, sign and date the enclosed form of proxy and return the same in the enclosed
proxy accompanying this notice.
structions. Failure to do so may result in your
voted by proxy at the Meeting.
day of April, 2018.