This coming Friday... 2009 program should be starting soon IMO... will include testing area very close to EXS-v Eastford Lake high-grade discovery.

red911

SHELTERED OAK RESOURCES CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
To be held on May 29, 2009

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of shareholders of Sheltered Oak Resources Corp. (the “Corporation”) will be held at the offices of Fasken Martineau DuMoulin LLP, 66 Wellington Street West, Suite 3600, Toronto Dominion Bank Tower, Toronto, Ontario, M5K 1N6 on Friday, the
29th day of May, 2009, at the hour of 1:00 o’clock in the afternoon (Toronto time) for the following purposes:

1. to receive the financial statements of the Corporation for the period ended December 31, 2008 and the report of the auditors thereon;

2. to fix the number of directors of the Corporation at seven;

3. to elect the board of directors of the Corporation as nominated by management;

4. to appoint the auditors of the Corporation and to authorize the directors of the Corporation to fix their
remuneration;

5. to consider, and if thought appropriate, passing with or without amendment, a resolution to confirm the stock option plan of the Corporation; and

6. to transact such further or other business as may properly come before the Meeting or at any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular attached to this Notice. The audited financial statements of the Corporation and the auditors’ report thereon for the fiscal year ended December 31, 2008, a form of proxy, the management information circular, a financial statement request form and a return envelope, accompany this Notice.

The board of directors of the Corporation have determined that shareholders registered on the books of the Corporation at the close of business on April 28, 2009 are entitled to notice of the Meeting and to vote at the Meeting. Shareholders of the Corporation who are unable to be present in person at the Meeting are requested to (i) sign, date and deliver the accompanying form of proxy to the Corporation’s registrar and transfer agent Equity Transfer & Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1 or fax to (416) 361-0470 so it is received at anytime up to and including 1:00 p.m. on the second last business day preceding the date of the Meeting or any adjournment thereof; or (ii) return your voting instructions as specified in the request for voting instructions delivered to you, as applicable.

DATED at Toronto, Ontario this 24th day of April, 2009.
“Robert Hanson”
ROBERT HANSON
Chief Executive Officer

NOTE: If you are not able to be present at the Meeting: (1) if you receive a form of proxy, kindly date, execute and return the form of proxy in the envelope provided for that purpose or deliver as specified above; or (2) if you received a machine readable voting instruction form, please follow the voting instructions specified in the voting instruction form.