NOTICE OF GENERAL ANNUAL MEETING AND SPECIAL SHAREHOLDERS MEETING

TAKE NOTICE THAT the annual general and special meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) in the capital of Overlord Financial Inc. (the “Corporation” or “Overlord”) will be held in the Cardium Room at the Calgary Petroleum Club, located at 319 - 5th Avenue S.W., Calgary, Alberta on Thursday, May 24, 2007 at the hour of 10:00 a.m. (Calgary time) for the following purposes:

1. To receive and consider the consolidated financial statements of the Corporation as at and for the financial
year ended December 31, 2006, together with the report of the auditors thereon;

2. To fix the board of directors of the Corporation at six (6) members;

3. To elect directors of the Corporation for the ensuing year on the terms more particularly described in the
Information Circular;

4. To appoint PricewaterhouseCoopers LLP as auditors of the Corporation and to authorize the directors to fix
the remuneration to be paid to the auditors;

5. To consider and, if thought fit, approve, with or without variation, an ordinary resolution, as more
particularly set forth in the Information Circular relating to the approval of the Stock Option Plan of the
Corporation;

6. To consider and, if thought fit, approve, with or without variation, a special resolution as more particularly
set forth in the Information Circular approving a Change of Name of the Corporation; and

7. To transact such other business as may properly be brought before the Meeting, or any adjournment or
postponement thereof.

Terms not defined herein are defined in the Information Circular accompanying this Notice. The accompanying
Information Circular provides additional information relating to the matters to be dealt with at the Meeting.

Only persons registered as Shareholders of the Corporation as of the close of business on April 19, 2006 are entitled to receive notice of the Meeting.

DATED as of the 20 day of April, 2007.


BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Eric Tremblay”
Eric Tremblay
Chief Executive Officer

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying Instrument of Proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed Instrument of Proxy must reach or be deposited with Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not later than the close of business at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. A person appointed as proxyholder need not be a shareholder of the Corporation.

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