Melkior Resources Inc.

  • Date: 2016-01-29

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Take notice that the Annual Meeting of Shareholders (the “Meeting”) of Melkior Resources Inc. (the “Corporation”) will be held at the office of the Corporation at 3208 Richmond Road, Ottawa, Ontario, K2H 5B6, on March 4, 2016 at 11:00 a.m. (Ottawa time), for the following purposes: 1. to present to shareholders the financial statements of the Corporation for the year ended August 31, 2015, as well as the auditors’ report; 2. to elect the directors of the Corporation; 3. to appoint the auditors of the Corporation and to authorize the Board of Directors to establish the auditors’ remuneration; and 4. to transact such other business that may properly come before the meeting. Additional information on the above matters can be found in the Corporation’s Management Proxy Circular under the headings “Election of Directors”, and “Appointment of Auditors and Authorization Given to the Board of Directors to Fix the Remuneration of the Auditors”. Notice-and-Access The Corporation has elected to use “notice-and-access” rules (“Notice-and-Access”) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for distribution of Proxy-Related Materials (as defined below) to shareholders who do not hold shares of the Corporation in their own names (referred to herein as “Beneficial Shareholders”) . Notice-and-Access is a recent set of rules that allows issuers to post electronic versions of proxyrelated materials on SEDAR and on one additional website, rather than mailing paper copies. “ProxyRelated Materials” refers to this Management Proxy Circular dated January 22, 2016 (the “Circular”), the Notice of Meeting, and a voting instruction form. The use of the Notice-and-Access is more environmentally friendly as it will help reduce paper use. It will also reduce the Corporation’s printing and mailing costs. Beneficial Shareholders may obtain further information about Notice-and-Access by contacting: (i) for Beneficial Shareholders with a 15digit Control Number: Computershare Investor Services Inc. toll free at 1-866-964-0492; or (ii) for Beneficial Shareholders with a 16-digit Control Number: Broadridge Financial Solutions Inc. toll free at 1-855-887-2244. The Corporation is not using Notice-and-Access for delivery to shareholders that hold their shares directly in their respective names (referred to herein as “Registered Shareholders”). Registered Shareholders will receive paper copies of this Circular and related materials via prepaid mail.

Websites Where Proxy-Related Materials are Posted The Proxy-Related Materials are available on the Corporation’s website at and under the Corporation’s profile on SEDAR at

Notice Package Although the Proxy-Related Materials have been posted on-line as noted above, Beneficial Shareholders will receive paper copies of a notice package (“Notice Package”) via prepaid mail, including this Notice of Annual Meeting, containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a voting instruction form, and supplemental mail list return card for Beneficial Shareholders to request they be included in the Corporation’s supplementary mailing list for receipt of the Corporation’s interim financial statements for the 2015 fiscal year. How to Obtain Paper copies of Proxy-Related Materials Beneficial Shareholders may obtain paper copies of Circular free of charge by contacting: (i) for Beneficial Shareholders with a 15-digit Control Number: Computershare Investor Services Inc. toll free at 1-866-962-0498 (within North America) or 514-982-8716 (outside North America); or (ii) for Beneficial Shareholders with a 16-digit Control Number: Broadridge Financial Solutions Inc. toll free at 1-877-907-7643. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Corporation by 5:00 p.m. (Eastern Time) February 4th, 2016 in order to allow sufficient time for Beneficial Shareholders to receive their paper copies and to return their voting instruction form by its due date. Voting The Board of Directors has fixed the close of business of January 22nd, 2016 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Beneficial shareholders are encouraged to express their vote in advance by completing and signing the enclosed voting instruction form and returning it in accordance with the instructions provided to them by their broker or other intermediary. Shareholders are reminded to review the Circular prior to voting. Registered Shareholders are encouraged to express their vote in advance by completing the enclosed form of proxy. To be effective, the completed form of proxy must be deposited with the Corporation’s transfer agent and registrar, Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, at any time prior to 5:00 p.m. (eastern time) on March 2nd, 2016 or with the Secretary of the Corporation before the commencement of the Meeting or at any adjournment thereof. Registered Shareholders may also vote their shares by telephone or through the internet using the procedures described in the enclosed form of proxy. DATED at Ottawa, Ontario January 22, 2016 By order of the Board of Directors

(s) Sabino Di Paola Interim President and Chief Executive Officer