NOTICE IS HEREBY GIVEN THAT the annual and general meeting of the shareholders of Mountainview Energy Ltd. (the “Company”) will be held at the, Terminal City Club Tower, 837 West Hastings Street, Vancouver, British Columbia, on Friday, June 16, 2006, at the hour of 10:30 A.M., Vancouver time, for the following purposes:
1. To receive the Report of the Directors, the consolidated financial statements of the Company together with the auditor’s report thereon for the financial year ended December 31, 2005;
2. To fix the number of directors at five (5);
3. To elect directors for the ensuing year.
4. To appoint Staley Okada & Partners, Chartered Accountants, as auditors of the Company for the ensuing year.
5. To authorize the directors to fix the remuneration to be paid to the auditors.
6. To pass an ordinary resolution to approve and ratify the Company’s stock option plan as follows:
“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:
1. the Company’s Stock Option Plan, dated May 12, 2003 be and is hereby ratified, approved and confirmed including the reserving for issuance under the Stock Option Plan at any time of a maximum of 10% of the issued and outstanding shares of the Company, subject to any amendments that may be required by the TSX Venture Exchange;
2. the Company be authorized to abandon or terminate all or any part of the Stock Option Plan if the Board of the Company deems it appropriate and in the best interests of the Company to do so;
3. the Company be and is hereby authorized to grant options pursuant and subject to the terms and conditions of the Stock Option Plan;
4. the Company be and is hereby, at the discretion of the board of directors, to amend the exercise price of previously granted option agreements, without further approval by the shareholders, all in accordance with the policies of the TSX Venture Exchange; and
5. any one or more of the directors and officers of the Company be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Company or otherwise, all such documents and other writings, including treasury orders, stock exchange and securities commissions forms, as may be required to give effect to the true intent of this resolution.”
7. To transact such further or other business as may properly come before the meeting and any adjournments thereof.
The accompanying information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice.
If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice. The Proxy or Voting Instruction Form must be completed in accordance with the instructions set out therein and in the Information Circular accompanying this Notice, and, to be valid, must be received by Pacific Corporate Trust Company not fewer than 48 hours before the time fixed for the Meeting.
DATED at Vancouver, British Columbia, this 9th day of May, 2006.
By order of the Board
MOUNTAINVIEW ENERGY LTD.
“Joseph V. Montalban”
Chairman of the Board, President and Chief Executive Officer