CHAMPLAIN RESOURCES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

1. to receive the audited consolidated financial statements of the Corporation for the financial

year ended October 31, 2008 together with the auditors' report thereon;

2. to elect directors of the Corporation for the ensuing year;

3. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors to

fix the remuneration thereof;

4. to consider, and if thought appropriate, approve the stock option plan of the Corporation; and

5. to transact such other business as may properly come before the Meeting or any adjournment

thereof.

The accompanying management information circular of the Corporation provides additional information

with respect to the matters to be considered at the Meeting and forms part of this notice of the Meeting.

Shareholders of the Corporation are invited to attend the Meeting. Shareholders of record at the close of

business on November 16, 2009, will be entitled to vote at the Meeting except to the extent that a person

has transferred any Common Shares of the Corporation after that date and the transferee of such Common

Shares produces properly endorsed share certificates or otherwise establishes ownership thereof and

requests, not later than 10 days before the Meeting, to be included in the list of shareholders of the

Corporation entitled to vote at the Meeting.

Regardless of whether or not you are able to be present at the Meeting, please date, sign and return the

form of proxy accompanying this notice of the Meeting. To be effective, forms of proxy must be received

by Computershare Trust Company of Canada, not less than 48 hours (excluding Saturdays, Sundays and

holidays) before the time set for the holding of the Meeting or any adjournment(s) thereof.

Shareholders may beneficially own Common Shares that are registered in the name of a broker, another

intermediary or an agent of that broker or intermediary (“

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