Energy Fuels Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






Execution Copy 

SHAREHOLDER RIGHTS PLAN AGREEMENT 

February 3, 2009 

between 

ENERGY FUELS INC. 

and 

CIBC MELLON TRUST COMPANY 

as Rights Agent 

 

 

	Lang Michener LLP 
	Brookfield Place 
	181 Bay Street, Suite 2500 
	P.O. Box 747 
	Toronto, Ontario M5J 2T7 






- 2 - 

SHAREHOLDER RIGHTS PLAN AGREEMENT 

Table of Contents 

	ARTICLE 1 INTERPRETATION
    	5 
	         1.1 	Certain Definitions 	5 
	         1.2 	Holder 	19 
	         1.3 	Acting Jointly or in Concert 	19 
	         1.4 	Application of Statutes,
      Regulations and Rules 	19 
	         1.5 	Currency 	19 
	         1.6 	Headings and References 	19 
	         1.7 	Singular, Plural, etc. 	20 
	         1.8 	Generally Accepted Accounting
      Principles 	20 
	ARTICLE 2 THE RIGHTS 	20 
	         2.1 	Issuance and Legend on Common
      Share Certificates 	20 
	         2.2 	Initial Exercise Price; Exercise of Rights;
      Detachment of Rights 	21 
	         2.3 	Adjustments to Exercise Price,
      Number of Rights 	24 
	         2.4 	Date on Which Exercise is Effective 	30 
	         2.5 	Execution, Authentication,
      Delivery and Dating of Rights Certificates 	30 
	         2.6 	Registration, Registration of Transfer and
      Exchange 	31 
	         2.7 	Mutilated, Destroyed, Lost and
      Stolen Rights Certificates 	32 
	         2.8 	Persons Deemed Owners 	32 
	         2.9 	Delivery and Cancellation of
      Certificates 	33 
	         2.10 	Agreement of Rights Holders 	33 
	ARTICLE 3 ADJUSTMENTS TO THE
      RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 	34
	         3.1 	Flip-in Event 	34 
	ARTICLE 4 THE RIGHTS AGENT
    	35 
	         4.1 	General 	35 
	         4.2 	Merger or Amalgamation or
      Change of Name of Rights Agent 	36 
	         4.3 	Duties of Rights Agent 	37 
	         4.4 	Change of Rights Agent 	39 
	ARTICLE 5 MISCELLANEOUS 	39 
	         5.1 	Redemption and Waiver 	39 
	         5.2 	Expiration 	41 
	         5.3 	Issuance of New Rights
      Certificates 	41 
	         5.4 	Supplements and Amendments 	42 
	         5.5 	Fractional Rights and
      Fractional Common Shares 	43 
	         5.6 	Rights of Action 	44 
	         5.7 	Holder of Rights Not Deemed a
      Shareholder 	44 






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	         5.8
	Notice of
      Proposed Actions 	45 
	         5.9
	Notices 	45 
	         5.10
    	Costs of
      Enforcement 	46 
	         5.11
    	Successors 	46 
	         5.12
    	Benefits of this
      Agreement 	47 
	         5.13
    	Governing Law 	47 
	         5.14
    	Counterparts 	47 
	         5.15
    	Severability 	47 
	         5.16
    	Determinations
      and Actions by the Board of Directors 	47 
	         5.17
    	Effective Date 	47 
	         5.18
    	Approval of
      Holders of Rights 	48 
	         5.19
    	Declaration as to Non-Canadian
      and Non-United States Holders 	48 
	         5.20
    	Regulatory
      Approvals 	49 
	         5.21
    	Time of the Essence 	49 



	Exhibit “A” 	Form of Rights Certificate







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SHAREHOLDER RIGHTS PLAN AGREEMENT 

THIS AGREEMENT is made as of February
3, 2009. 

B E T W E E N: 

ENERGY FUELS INC. 
a
corporation existing under the laws of the Province of Ontario 
(the
“Corporation”) 

- and - 

CIBC MELLON TRUST COMPANY 
a
trust company existing under the laws of Canada 
(the “Rights Agent”)


     WHEREAS the board of
directors of the Corporation have determined that it is advisable and in the
best interests of the Corporation to adopt a shareholder rights plan agreement
(the “Rights Plan”); 

     AND WHEREAS in
implementation of the Rights Plan, the board of directors of the Corporation:
(a) authorized and declared a distribution of one (1) right (“Right”) in
respect of each Common Share (as hereinafter defined) outstanding as of 5:00
p.m. (Toronto time) on February 3, 2009 (the “Record Time”) to each
holder of record of Common Shares at the Record Time; and (b) authorized the
issuance of one (1) Right (subject to adjustment as hereinafter provided) in
respect of each Common Share issued after the Record Time and prior to the
earlier of the Separation Time and the Expiration Time (each as hereinafter
defined);

     AND WHEREAS, each Right
entitles the holder thereof, after the Separation Time, to purchase securities
of the Corporation pursuant to the terms and subject to the conditions set forth
herein; 

     AND WHEREAS, the Rights
Agent has agreed with the Corporation to act on behalf of the Corporation in
connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as hereinafter defined), the exercise of Rights and other matters
referred to herein;

     NOW, THEREFORE, in
consideration of the premises and respective agreements set forth herein, the
parties hereby agree as follows: 




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ARTICLE 1
 INTERPRETATION 

	1.1 	
      Certain Definitions

	 	 
		
      In this Agreement, unless the context otherwise
      requires:

	 	 
		
      “Acquiring Person” means any Person who is the
      Beneficial Owner of 20% or more of the outstanding Common Shares;
      provided, however, that the term “Acquiring Person” shall
      not include:




	 	(i) 	
      the Corporation or any Subsidiary of the
    Corporation;

	 	 	 	 
	 	(ii) 	
      an underwriter or member of a banking or selling group
      that acquires Common Shares from the Corporation in connection with a
      distribution by the Corporation to the public of securities;

	 	 	 	 
	 	(iii) 	
      any Person who becomes the Beneficial Owner of 20% or
      more of the outstanding Common Shares solely as a result of one or any
      combination of:

	 	 	 	 
	 		(A) 	
      a Common Share Reduction;

	 	 	 	 
	 		(B) 	
      a Permitted Bid Acquisition;

	 	 	 	 
	 		(C) 	
      an Exempt Acquisition;

	 	 	 	 
	 		(D) 	
      a Pro-Rata Acquisition; or

	 	 	 	 
	 		(E) 	
      a Convertible Security Acquisition,

	 	 	 	 
	 		
      in each such case, until such time thereafter as such
      Person shall become the Beneficial Owner (otherwise than pursuant to any
      one or more of a Common Share Reduction, a Permitted Bid Acquisition, an
      Exempt Acquisition, a Pro-Rata Acquisition, or a Convertible Security
      Acquisition) of additional Common Shares constituting more than 1% of the
      Common Shares then outstanding, in which event such Person shall become an
      Acquiring Person as of the date and time of acquisition of such additional
      Common Shares;

	 	 	 	 
	 	(iv) 	
      for a period of 10 days after the Disqualification Date
      (as hereinafter defined), any Person who becomes the Beneficial Owner of
      20% or more of the outstanding Common Shares as a result of such Person
      becoming disqualified from relying on clause (iii) C of the definition of
      Beneficial Owner. In this definition, “Disqualification Date” means
      the first date of public announcement of facts indicating that such Person
      has or is making or has announced an intention to make a Take-over Bid
      alone or by acting jointly or in concert with any other Person;
  or







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	 	(v) 	
      any Person (a “Grandfathered Person”) who is the
      Beneficial Owner of 20% or more of the Common Shares determined as at the
      Record Time, provided, however, that this exception shall not, and shall
      cease to, apply if, after the Record Time the Grandfathered Person: (A)
      ceases to own 20% or more of the outstanding Common Shares; or (B) becomes
      the Beneficial Owner of more than 1% of the number of outstanding Common
      Shares then outstanding in addition to those Common Shares such Person
      already holds other than pursuant to a Common Share Reduction, a Permitted
      Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition, or a
      Convertible Security Acquisition or any combination
  thereof.



“Affiliate”, when used to
indicate a relationship with a specified Person, means a Person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such specified Person and a body corporate
shall be deemed to be an Affiliate of another body corporate if one of them is
the Subsidiary of the other or if both are Subsidiaries of the same body
corporate or if each of them is controlled by the same Person. 

“Associate”, when used to
indicate a relationship with a specified Person, means (i) a spouse of such
specified Person, (ii) any Person of either sex with whom such specified Person
is living in a conjugal relationship outside marriage, or (iii) any relative of
such specified Person or of a Person mentioned in clauses (i) or (ii) of this
definition if that relative has the same residence as the specified Person.

A Person shall be deemed the
“Beneficial Owner” and to have “Beneficial Ownership” of and to
“Beneficially Own”: 

	 	(i) 	
      any securities of which such Person or any of such
      Person’s Affiliates or Associates is the owner at law or in
  equity;

	 	 	 	 
	 	(ii) 	
      any securities of which such Person or any of such
      Person’s Affiliates or Associates has the right to become the owner at law
      or in equity within 60 days (where such right is exercisable immediately
      or within a period of 60 days, whether or not upon the condition or
      occurrence of any contingency or the making of one or more payments) upon
      the exercise of any conversion right, exchange right, share purchase right
      (other than the Rights) or pursuant to any agreement, arrangement, pledge
      or understanding, whether or not in writing, other than:

	 	 	 	 
	 		(A) 	
      customary agreements with and between underwriters and
      banking group or selling group members with respect to a distribution of
      securities; and

	 	 	 	 
	 		(B) 	
      pledges of securities in the ordinary course of the
      pledgee’s business; and







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	 	(iii) 	
      any securities that are Beneficially Owned within the
      meaning of clauses (i) or (ii) of this definition by any other Person with
      which such Person is acting jointly or in concert, provided that a Person
      shall not be deemed the “Beneficial Owner” of, or to have
      “Beneficial Ownership” of, or to “Beneficially Own”, any
      security solely because:




	 	(A) 	
      the holder of such security has agreed to deposit or
      tender such security to a Take-over Bid made by such Person or any of such
      Person’s Affiliates or Associates or any other Person referred to in
      clause (iii) of this definition pursuant to a Permitted Lock-up
      Agreement;

	 	 	 
	 	(B) 	
      such security has been deposited or tendered pursuant to
      a Take- over Bid made by such Person or any of such Person’s Affiliates or
      Associates or made by any other Person acting jointly or in concert with
      such Person until such deposited or tendered security has been taken up or
      paid for, whichever shall first occur;

	 	 	 
	 	(C) 	
      such Person, any Affiliate or Associate of such Person or
      any other Person acting jointly or in concert with such Person holds such
      security where:




	 	(i) 	
      the ordinary business of such Person (the “Portfolio
      Manager”) includes the management or administration of investment
      funds or mutual funds for other Persons and such security is held by the
      Portfolio Manager in the ordinary course of such business in the
      performance of the Portfolio Manager’s duties for the account of any other
      Person (a “Client”) including non-discretionary accounts held on
      behalf of a Client by a broker or dealer or broker- dealer registered
      under applicable law;

	 	 	 
	 	(ii) 	
      such Person (the “Trust Company”) is licensed to
      carry on the business of a trust company under applicable law and, as
      such, acts as trustee or administrator or in a similar capacity in
      relation to the estates of deceased or incompetent Persons (each, an
      “Estate Account”) or in relation to other accounts (each, an
      “Other Account”) and holds such security in the ordinary course of
      and for the purposes of the activities of such Estate Accounts or for such
      Other Accounts;

	 	 	 
	 	(iii) 	
      such Person (the “Crown Agent”) is established by
      statute for purposes that include, and the ordinary business or activity
      of such Person includes, the management of investment funds for employee
      benefit plans, pension plans, insurance plans, or various public bodies
      and the Crown Agent holds such security in the ordinary course of
      and for the purposes of its activities as such;







- 8 - 

	 	(iv) 	
      such Person (in this definition, a “Statutory
      Body”) is established by statute for purposes that include the
      management of investment funds for employee benefit plans, pension plans
      and insurance plans (other than insurance plans administered by insurance
      companies) of various public bodies, if such security is held by the
      Statutory Body for the purposes of its activities as Statutory Body;
    or

	 	 	 
	 	(v) 	
      such Person (the “Plan Administrator”) is the
      administrator or the trustee of one or more pension funds or plans
      registered under the laws of Canada or the United States of America or any
      province or state thereof (each, a “Plan”) or is a Plan and such
      security is Beneficially Owned or held by the Person in the ordinary
      course of and for the purposes of its activities as
such;




	 		
      provided, however, that in any of the foregoing cases,
      the Portfolio Manager, the Trust Company, the Crown Agent, the Statutory
      Body, the Plan Administrator or the Plan, as the case may be, is not then
      making or has not then announced an intention to make a Take-over Bid,
      alone or by acting jointly or in concert with any other Person, other than
      an Offer to Acquire Common Shares or other securities pursuant to a
      distribution by the Corporation, a Permitted Bid or by means of ordinary
      market transactions (including pre-arranged trades entered into in the
      ordinary course of business of such Person) executed through the
      facilities of a stock exchange or organized over-the-counter market in
      respect of securities of the Corporation;

	 	 	 
	 	(D) 	
      such Person is a Client of the same Portfolio Manager as
      another Person on whose account the Portfolio Manager holds such security,
      or because such Person is an Estate Account or an Other Account of the
      same Trust Company as another Person on whose account the Trust Company
      holds such security or because such Person is a Plan with the same Plan
      Administrator as another Plan on whose account the Plan Administrator
      holds such security;

	 	 	 
	 	(E) 	
      such Person is a Client of a Portfolio Manager and such
      security is owned at law or in equity by the Portfolio Manager or because
      such Person is an Estate Account or an Other Account of a Trust Company
      and such security is owned at law or in equity by the Trust Company or
      such Person is a Plan and such security is owned at law or in equity by the Plan Administrator of
      such Plan; or







- 9 - 

	 	(F) 	
      such Person is the registered holder of securities as a
      result of carrying on the business, or acting as a nominee, of a
      securities depositary.



For purposes of this Agreement, the
percentage of Common Shares Beneficially Owned by any Person at any time shall
be and be deemed to be the product determined by the formula:

	100 x A 
	          B
    



		where: 	A = 	the number of votes for the election of all
      directors generally attached to the Common Shares Beneficially Owned by
      such Person at such time; and 
	 	  	  	  
			B = 	the number of votes for the election of all
      directors generally attaching to all Common Shares actually outstanding.
    


Notwithstanding the foregoing, where
any Person is deemed to Beneficially Own unissued Common Shares, such Common
Shares shall be deemed to be outstanding for the purpose of calculating the
percentage of Common Shares Beneficially Owned by such Person, but unissued
Common Shares which another Person may be deemed to Beneficially Own shall not
be included in the denominator of the above formula.

“Board of Directors” means the
board of directors for the time being of the Corporation or any duly constituted
or empowered committee thereof. 

“Business Day” means any day
other than a Saturday, Sunday or, unless otherwise specified, a day on which
Canadian chartered banks in Toronto, Ontario, (or after the Separation Time, the
principal office of the Rights Agent in Toronto, Ontario) are generally
authorized or obligated by law to close. 

“Canadian-U.S. Exchange Rate”
means, on any date, the inverse of the U.S.-Canadian Exchange Rate.

“Canadian Dollar Equivalent” of
any amount which is expressed in United States dollars means, on any date, the
Canadian dollar equivalent of such amount determined by reference to the
Canadian-U.S. Exchange Rate on such date. 

“Close of Business” on any given
date means 5:00 p.m. (Toronto time, unless otherwise specified), on such date
provided, however, that if such date is not a Business Day, “Close of
Business” on such date shall mean 5:00 p.m., (Toronto time, unless otherwise
specified), on the next succeeding Business Day. 

“Common Shares” means the common
shares which the Corporation is authorized to issue, as such shares may be
subdivided, consolidated, reclassified or otherwise changed from time to time, and “common shares”
when used with reference to any Person other than the Corporation means the
class or classes of shares (or similar equity interests) with the greatest per
share voting power entitled to vote generally in the election of all directors
of such other Person or the equity securities or other equity interest having
power (whether or not exercised) to control or direct the management of such
other Person or, if such other Person is a Subsidiary of another Person, of the
Person or Persons (other than an individual) which ultimately control such first
mentioned other Person.




- 10 - 

“Common Share Reduction” means
an acquisition, redemption or cancellation by the Corporation of Common Shares
which by reducing the number of Common Shares outstanding, increases the
percentage of Common Shares Beneficially Owned by any Person to 20% or more of
the Common Shares then outstanding.

“Competing Permitted Bid” means
a Take-over Bid that:

	 	(i) 	
      is made after a Permitted Bid or Competing Permitted Bid
      has been made and prior to the expiry of that Permitted Bid or Competing
      Permitted Bid (in this definition, the “Prior Bid”);

	 	 	 	 
	 	(ii) 	
      satisfies all components of the definition of a Permitted
      Bid other than the requirements set out in clauses (ii)(A), (B), and (D)
      of that definition; and

	 	 	 	 
	 	(iii) 	
      contains, and the taking up and payment for securities
      tendered or deposited thereunder are subject to, irrevocable and
      unqualified conditions that:

	 	 	 	 
	 		(A) 	
      no Common Shares shall be taken up or paid for pursuant
      to the Take-over Bid (x) prior to the Close of Business on a date that is
      not earlier than the later of 35 days after the date of such Take-over Bid
      and the earliest date on which Common Shares may be taken up or paid for
      under any Prior Bid in existence at the date of such Take-over Bid, and
      (y) then only if, at the time that such Common Shares are first taken up
      or paid for, more than 50% of the then outstanding Common Shares held by
      Independent Shareholders have been deposited or tendered pursuant to the
      Take-over Bid and not withdrawn;

	 	 	 	 
	 		(B) 	
      Common Shares may be deposited pursuant to such Take-over
      Bid, unless the Take-over Bid is withdrawn, at any time prior to the Close
      of Business on the date that the Prior Bid described in clause (A) above
      expires; and

	 	 	 	 
	 		(C) 	
      in the event that the requirement set forth in subclause
      (iii)(A)(y) of this definition is satisfied, the Offeror will make a
      public announcement of that fact and the Take-over Bid will remain open
      for deposits and tenders of Common Shares for not less than 10 days from
      the date of such public announcement.







- 11 - 

provided always that a Competing
Permitted Bid will cease to be a Competing Permitted Bid at any time when such
bid ceases to meet any of the provisions of this definition and provided that,
at such time, any acquisition of Common Shares made pursuant to such Competing
Permitted Bid, including any acquisition of Common Shares theretofore made, will
cease to be a Permitted Bid Acquisition.

“controlled”: a Person shall be
deemed to be “controlled” by another Person or two or more Persons if:

	 	(i) 	
      securities entitled to vote in the election of directors
      (including, for Persons other than corporations, the administrators,
      managers, trustees or other persons performing similar functions in
      respect of any such Person) carrying more than 50% of the votes for the
      election of directors are held, directly or indirectly, by or for the
      benefit of the other Person or Persons; and

	 	 	 
	 	(ii) 	
      the votes carried by such securities are entitled, if
      exercised, to elect, appoint or designate a majority of the board of
      directors of such corporation or other Person;



and “controls”,
“controlling” and “under common control with” shall be interpreted
accordingly. 

“Convertible Securities” means
at any time any securities issued by the Corporation from time to time (other
than the Rights) carrying any exercise, conversion, or exchange right pursuant
to which the holder thereof may acquire Common Shares or other securities which
are convertible into or exercisable or exchangeable for Common Shares.

“Convertible Security
Acquisition” means the acquisition of Common Shares upon the exercise of
Convertible Securities received by a Person pursuant to a Permitted Bid
Acquisition, an Exempt Acquisition or a Pro-Rata Acquisition.

“Effective Date” is the date as
defined in Section 5.17. 

“Exempt Acquisition” means a
Share acquisition: (i) in respect of which the Board of Directors has waived the
application of Section 3.1 pursuant to the provisions of subsections 5.1(c), (d)
or (e) hereof; (ii) pursuant to a regular dividend reinvestment or other plan of
the Corporation made available by it to all holders of Common Shares of a class
or series or Common Shares where such plan permits the holder to direct that
dividends paid in respect of such Common Shares be applied to the purchase from
the Corporation of further securities of the Corporation; (iii) pursuant to a
distribution of Common Shares, or securities convertible into or exchangeable
for Common Shares made by the Corporation pursuant to a prospectus or a
securities exchange take-over bid or by way of a private placement, provided
that the Person does not acquire a greater percentage of the securities offered
in the distribution than the percentage of Common Shares Beneficially Owned by
that Person immediately prior to the distribution, or (iv) pursuant to an amalgamation, merger or
other statutory procedure requiring shareholder approval.




- 12 - 

“Exercise Price” means, as of
any date, the price at which a holder may purchase the securities issuable upon
exercise of one (1) whole Right. Until adjustment thereof in accordance with the
terms hereof, the Exercise Price shall equal $10.00. 

“Expansion Factor” has the
meaning ascribed to such term in subsection 2.3(a) hereof. 

“Expiration Time” means the
earliest of: (i) the Termination Time; (ii) the Close of Business on the date of
the Corporation’s annual meeting of shareholders in 2012; and (iii) the time
this Agreement becomes void pursuant to the provisions of Section 5.17.

“Fiduciary” means, when acting
in that capacity, a trust company registered under the trust company legislation
of Canada or any province thereof, a trust company organized under the laws of
any state of the United States, a portfolio manager registered under the
securities legislation of one or more provinces of Canada or an investment
adviser registered under the United States Investment Advisers Act of
1940, as amended, or any other securities legislation of the United States
or any state of the United States.

“Flip-in Event” means a
transaction or event that results in a Person becoming an Acquiring Person. 

“Independent Shareholders” means
all holders of Common Shares other than (i) any Acquiring Person, (ii) any
Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror,
(iv) any Person acting jointly or in concert with any Person referred to in
clauses (i), (ii) or (iii) above, and (v) any employee benefit plan, deferred
profit sharing plan, stock participation plan or trust for the benefit of
employees of the Corporation or a wholly-owned Subsidiary of the Corporation,
unless the beneficiaries of such plan or trust direct the manner in which such
Common Shares are to be voted or direct whether the Common Shares are to be
tendered to a Take-over Bid, in which case the plan or trust shall be considered
to be an Independent Shareholder. 

“Market Price” per security of
any securities on any date means the average of the daily closing prices per
security of such securities (determined as described below) on each of the 20
consecutive Trading Days through and including the Trading Day immediately
preceding such date; provided, however, that if an event of a type
analogous to any of the events described in Section 2.3 hereof shall have caused
the closing prices used to determine the Market Price on any Trading Days not to
be fully comparable with the closing price on such date (or, if such date is not
a Trading Day, on the immediately preceding Trading Day), each such closing
price so used shall be appropriately adjusted in a manner analogous to the
applicable adjustment provided for in Section 2.3 hereof in order to make it
fully comparable with the closing price on such date (or, if such date is not a
Trading Day, on the immediately preceding Trading Day). The closing price per
security of any securities on any date shall be: 

	 	(i) 	
      the closing board lot sale price on such date or, if such
      price is not available, the average of the closing bid and asked prices
      per security, as reported by the principal stock exchange or securities
      quotation system in Canada on which such securities are listed or admitted
      to trading (based on the volume of securities traded during the most
      recently completed financial year), or if for any reason neither of such
      prices is available on such day or the securities are not listed or
      admitted to trading on a stock exchange or securities quotation system in
      Canada, the closing board lot sale price or, if such price is not
      available, the average of the closing bid and asked prices, for such
      securities as reported by such other securities exchange on which such
      securities are listed or admitted for trading;







- 13 - 

	 	(ii) 	
      if, for any reason, none of such prices is available on
      such date or the securities are not listed or admitted to trading on a
      stock exchange or other securities exchange or securities quotation system
      in Canada, the last sale price, or in case no sale takes place on such
      date, the average of the high bid and low asked prices for such securities
      in the over-the-counter market, as quoted by any reporting system then in
      use (as selected by the Board of Directors); or

	 	 	 
	 	(iii) 	
      if the securities are not listed or admitted to trading
      as contemplated in clauses (i) or (ii) above, the average of the closing
      bid and asked prices as furnished by a professional market maker making a
      market in the securities selected by the Board of
  Directors;



provided, however, that if on
any such date the closing price per security cannot be determined in accordance
with the foregoing, the closing price per security of such securities on such
date shall mean the fair value per security of such securities on such date as
determined by the Board of Directors, after consultation with an internationally
recognized investment banking firm as to the fair value per security of such
securities. The Market Price shall be expressed in Canadian dollars and if
initially determined in respect of any day forming part of the 20 consecutive
Trading Day period in question in United States dollars, such amount shall be
translated into Canadian dollars at the Canadian Dollar Equivalent thereof.

“Offer to Acquire” includes:


	 	(i) 	
      an offer to purchase, or a solicitation of an offer to
      sell, Common Shares or Convertible Securities; and

	 	 	 
	 	(ii) 	
      an acceptance of an offer to sell Common Shares or
      Convertible Securities, whether or not such offer to sell has been
      solicited;



or any combination thereof, and the
Person accepting an offer to sell shall be deemed to be making an Offer to
Acquire to the Person that made the offer to sell. 

“Offeror” means a Person who is
making or has announced a current intention to make a Take-over Bid (including a
Permitted Bid or Competing Permitted Bid but excluding an ordinary market
transaction (including a prearranged trade in the ordinary course of business) contemplated in clause
(iii)(C) of the definition of Beneficial Owner) but only so long as the
Take-over Bid so announced or made has not been withdrawn or terminated or has
not expired.




- 14 - 

“Permitted Bid” means a
Take-over Bid which is made by means of a Take-over Bid circular and which also
complies with the following additional provisions:

	 	(i) 	
      the Take-over Bid is made to all holders of record of
      Common Shares, other than the Offeror;

	 	 	 	 
	 	(ii) 	
      the Take-over Bid shall contain, and the take-up and
      payment for securities tendered or deposited thereunder shall be subject
      to, irrevocable and unqualified conditions that:

	 	 	 	 
	 		(A) 	
      no Common Shares shall be taken up or paid for pursuant
      to the Take-over Bid (x) prior to the Close of Business (Toronto time) on
      a date which is not earlier than 60 days following the date the Take-over
      Bid circular is sent to shareholders of the Corporation and (y) then only
      if, at the Close of Business on the date Common Shares are first taken up
      or paid for under the Take-over Bid, more than 50% of the then outstanding
      Common Shares held by Independent Shareholders have been deposited or
      tendered pursuant to the Take-over Bid and not withdrawn;

	 	 	 	 
	 		(B) 	
      Common Shares may be deposited pursuant to such Take-over
      Bid, unless such Take-over Bid is withdrawn, at any time prior to the
      Close of Business on the date Common Shares are first taken up or paid for
      under the Take-over Bid;

	 	 	 	 
	 		(C) 	
      any Common Shares deposited or tendered pursuant to the
      Take- over Bid may be withdrawn until taken up and paid for; and

	 	 	 	 
	 		(D) 	
      in the event that the requirement set forth in subclause
      (A)(y) of this definition is satisfied, the Offeror will make a public
      announcement of that fact and the Take-over Bid will remain open for
      deposits and tender of Common Shares for not less than 10 days from the
      date of such public announcement;



provided always that a Permitted Bid
will cease to be a Permitted Bid at any time when such bid ceases to meet any of
the provisions of this definition and any acquisitions of Common Shares made
pursuant to such Permitted Bid, including any acquisition of Common Shares
theretofore made, will cease to be a Permitted Bid Acquisition.

“Permitted Bid Acquisition”
means a Share acquisition made pursuant to a Permitted Bid or Competing
Permitted Bid.




- 15 - 

“Permitted Lock-Up Agreement”
means an agreement between a Person and one or more holders of Common Shares
(each, a “Locked-up Person”) (the terms of which are publicly disclosed
and a copy of which is made available to the public, including the Corporation,
not later than the date of the Lock-up Bid (as defined below) or, if the Lockup
Bid has been made prior to the date on which such agreement is entered into, not
later than the date of such agreement and if such date is not a Business Day,
the next Business Day) pursuant to which each such Locked-up Person agrees to
deposit or tender Common Shares to a Take-over Bid (the “Lock-up Bid”)
made or to be made by the Person, any of such Person's Affiliates or Associates
or any other Person acting jointly or in concert with such Person, provided
that:

	 	(i) 	
      the agreement permits any Locked-up Person to terminate
      its obligation to deposit or tender to or not to withdraw Common Shares
      from the Lock-up Bid in order to tender or deposit the Common Shares to
      another Take-over Bid or support another transaction:

	 	 	 	 	 
	 		(A) 	
      where the price or value per Common Share offered under
      such other Take-over Bid or transaction is higher than the price or value
      per Common Share offered under the Lock-up Bid; or

	 	 	 	 	 
	 		(B) 	
      if:

	 	 	 	 	 
	 			(1) 	
      the price or value per Common Share offered under the
      other Take-over Bid or transaction exceeds by as much as or more than a
      specified amount (the “Specified Amount”) the price or value per
      Common Share offered under the Lock-up Bid, provided that such Specified
      Amount is not greater than 7% of the price or value per Common Share
      offered under the Lock-up Bid; or

	 	 	 	 	 
	 			(2) 	
      the number of Common Shares to be purchased under the
      other Take-over Bid or transaction exceeds by as much as or more than a
      specified number (the “Specified Number”) the number of Common
      Shares that the Offeror has offered to purchase under the Lock-up Bid at a
      price or value per Common Share that is not less than the price or value
      per Common Share offered under the Lock-up Bid, provided that the
      Specified Number is not greater than 7% of the number of Common Shares
      offered to be purchased under the Lockup Bid,



and, for greater clarity, the
agreement may contain a right of first refusal or require a period of delay to
give such Person an opportunity to match a higher price in another Take-over Bid
or transaction or other similar limitation on a Locked-up Person's right to
withdraw Common Shares from the agreement, so long as the limitation does not
preclude the exercise by the Locked-up Person of the right to withdraw
      Common Shares during the period of the other Take-over Bid or transaction;
      and




- 16 - 

	 	(ii) 	
      no “break-up” fees, “top-up” fees, penalties, expenses or
      other amounts that exceed in the aggregate the greater of:

	 	 	 	 
	 		(A) 	
      the cash equivalent of 2.5% of the price or value of the
      consideration payable under the Lock-up Bid to a Locked-up Person;
    and

	 	 	 	 
	 		(B) 	
      50% of the amount by which the price or value of the
      consideration payable under another Take-over Bid or transaction to a
      Locked-up Person exceeds the price or value of the consideration that such
      Locked-up Person would have received under the Lock-up
  Bid,



shall be payable by a Locked-up Person
pursuant to the agreement in the event a Locked-up Bid is not successfully
concluded or if any Locked-up Person fails to deposit or tender Common Shares to
the Lock-up Bid or withdraws Common Shares in order to accept the other
Take-over Bid or support another transaction. 

“Person” includes any
individual, firm, partnership, association, trust, body corporate, joint
venture, syndicate or other form of unincorporated organization, government and
its agencies and instrumentalities or other entity or group (whether or not
having legal personality) and any successor (by merger, statutory amalgamation
or arrangement, or otherwise) thereof.

“Pro-Rata Acquisition” means the
acquisition of Common Shares (i) as a result of a stock dividend, stock split or
other event pursuant to which a Person receives or acquires Common Shares or
securities convertible into or exchangeable for Common Shares on the same
pro-rata basis as all other holders of Common Shares of the same class or
series, or (ii) pursuant to a regular dividend reinvestment plan or other plan
of the Corporation made available by the Corporation to the holders of Common
Shares where such plan permits the holder to direct that the dividends paid in
respect of such Common Shares be applied to the purchase from the Corporation of
further securities of the Corporation, or (iii) pursuant to the receipt and/or
exercise of rights (other than the Rights) issued by the Corporation on a
pro-rata basis to all holders of a class or series of Common Shares to subscribe
for or purchase Common Shares or securities convertible into or exchangeable for
Common Shares provided that the Person does not acquire a greater percentage of
the securities issuable on exercise of such rights than the percentage of Common
Shares Beneficially Owned by that Person immediately prior to the commencement
of the offering of the rights and that such rights are acquired directly from
the Corporation and not from any other Person.

“Record Time” has the meaning
ascribed to that term in the second recital hereto. 

“Redemption Price” has the
meaning ascribed to that term in subsection 5.1(b) hereof. 




- 17 - 

“Regular Periodic Cash
Dividends” means cash dividends paid at regular intervals in any fiscal year
of the Corporation to the extent that such cash dividends do not exceed, in the
aggregate, the greatest of: 

	 	(i) 	
      200% of the aggregate amount of cash dividends declared
      payable by the Corporation on its Common Shares in its immediately
      preceding fiscal year;

	 	 	 
	 	(ii) 	
      300% of the arithmetic mean of the aggregate amounts of
      cash dividends declared payable by the Corporation on its Common Shares in
      its three immediately preceding fiscal years; and

	 	 	 
	 	(iii) 	
      100% of the aggregate consolidated net income of the
      Corporation, before extraordinary items, for its immediately preceding
      fiscal year.



“Rights” means the herein
described rights to purchase securities pursuant to the terms and subject to the
conditions set forth herein;

“Rights Agent” means CIBC Mellon
Trust Company, a trust company existing under the laws of Canada, and any
successor Rights Agent appointed pursuant to the provisions hereof.

“Rights Certificate” has the
meaning ascribed to that term in subsection 2.2(c) hereof. 

“Rights Register” and “Rights
Registrar” shall have the respective meanings ascribed thereto in subsection
2.6(a) hereof. 

“Securities Act
(Ontario)” means the Securities Act, R.S.O. 1990, c.S.5, as amended,
and the regulations thereunder, unless otherwise specified, as the same exist on
the date hereof.

“Separation Time” means the
Close of Business (Toronto time) on the tenth Business Day after the earliest
of: 

	 	(i) 	
      the Stock Acquisition Date;

	 	 	 
	 	(ii) 	
      the date of the commencement of, or first public
      announcement of the intent of any Person (other than the Corporation or
      any Subsidiary of the Corporation) to commence, a Take-over Bid (other
      than a Permitted Bid or a Competing Permitted Bid, as the case may be);
      and

	 	 	 
	 	(iii) 	
      the date upon which a Permitted Bid or Competing
      Permitted Bid ceases to be such;



or such later date as may be determined
by the Board of Directors in good faith, provided that: (x) if the foregoing
results in a Separation Time being prior to the Record Time, the Separation Time
shall (subject to any determination of the Board of Directors as aforesaid) be
the Record Time, (y) if any such Take-over Bid expires, is cancelled, is terminated or is otherwise withdrawn
prior to the Separation Time without securities deposited thereunder being taken
up and paid for, then such Take-over Bid shall be deemed, for purposes of this
definition never to have been made, and (z) if the Board of Directors
determines, pursuant to Section 5.1, to waive the application of Section 3.1 to
a Flip-In Event, then the Separation Time in respect of such Flip-In Event shall
be deemed never to have occurred. 




- 18 - 

“Shares” means shares in the
capital of the Corporation.

“Stock Acquisition Date” means
the first date of public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed pursuant to Section 102.1 or
102.2 of the Securities Act (Ontario) or National Instrument 62-103, each
as amended from time to time and any provision substituted therefor) by the
Corporation or an Acquiring Person of facts indicating that a Person has become
an Acquiring Person.

“Subsidiary”: 

A body corporate is a Subsidiary of
another body corporate if: 

	 	(i) 	
      it is controlled by (A) that other, or (B) that other and
      one or more bodies corporate, each of which is controlled by that other,
      or (C) two or more bodies corporate, each of which is controlled by that
      other, or

	 	 	 
	 	(ii) 	
      it is a Subsidiary of a body corporate that is that
      other’s Subsidiary.



“Take-over Bid” means an Offer
to Acquire Common Shares or Convertible Securities (or both), where the
securities subject to the Offer to Acquire, together with the Common Shares, if
any, into which the securities subject to the Offer to Acquire are convertible
and the Common Shares Beneficially Owned by the Offeror at the date of the Offer
to Acquire constitute, in the aggregate, 20% or more of the then outstanding
Common Shares.

“Termination Time” means the
time at which the right to exercise Rights shall terminate pursuant to Section
5.1 hereof.

“Trading Day”, when used with
respect to any securities, means a day on which the principal securities
exchange or securities quotation system in Canada on which such securities are
listed or admitted to trading is open for the transaction of business, or if the
securities are not listed or admitted to trading on any securities exchange or
securities quotation system in Canada, a Business Day.

“U.S.-Canadian Exchange Rate”
means, on any date: 

	 	(i) 	
      if on such date the Bank of Canada sets an average noon
      spot rate of exchange for the conversion of one (1) United States dollar
      into Canadian dollars, such rate; and







- 19 - 

	 	(ii) 	
      in any other case, the rate for such date for the
      conversion of one (1) United States dollar into Canadian dollars
      calculated in the manner which shall be determined by the Board of
      Directors from time to time.



“U.S. Dollar Equivalent” of any
amount which is expressed in Canadian dollars means, on any date, the United
States dollar equivalent of such amount determined by reference to the
U.S.-Canadian Exchange Rate on such date.

	1.2 	
      Holder



     As used in this Agreement, unless
the context otherwise requires, the term “holder” when used with
reference to Rights, means the registered holder of such Rights or, prior to the
Separation Time, the associated Common Shares.

	1.3 	
      Acting Jointly or in
Concert



     For purposes of this Agreement,
it is a question of fact whether a Person is acting jointly or in concert with
another Person but a Person shall be deemed to be acting jointly or in concert
with every other Person who (i) is an Associate or Affiliate of such first
mentioned Person; or (ii) who is a party to any agreement, commitment or
understanding, whether formal or informal, with the first mentioned Person or
any Associate or Affiliate thereof, to acquire Common Shares (other than
customary agreements with and between underwriters and/or members of banking
groups and/or selling group members with respect to a distribution of securities
pursuant to a prospectus or by way of private placement and other than pursuant
to pledges of securities in the ordinary course of business). 

	1.4 	
      Application of Statutes, Regulations and
    Rules



     Unless the context otherwise
requires, any reference to a specific section, subsection, clause or rule of any
act or regulation shall be deemed to refer to the same as it may be amended,
re-enacted or replaced or, if repealed and there shall be no replacement
therefor, to the same as it is in effect on the date of this Agreement. 

	1.5 	
      Currency



     All sums of money which are
referred to in this Agreement are expressed in lawful money of Canada, unless
otherwise specified. 

	1.6 	
      Headings and References



     The headings of the Articles and
Sections of this Agreement and the Table of Contents are inserted for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement. All references to Articles, Sections and
Exhibits are to articles and sections of and exhibits to, and forming part of,
this Agreement. The words “hereto”, “herein”, “hereof”,
“hereunder”, “this Agreement”, “the Rights Agreement” and
similar expressions refer to this Agreement including the Exhibits, as the same
may be amended, modified or supplemented at any time or from time to time. 




- 20 - 

	1.7 	
      Singular, Plural, etc.



     In this Agreement, where the
context so admits, words importing the singular number include the plural and
vice versa and words importing gender include the masculine, feminine and neuter
genders.

	1.8 	
      Generally Accepted Accounting
  Principles



     Wherever in this Agreement
reference is made to generally accepted accounting principles, such reference
shall be deemed to be the recommendations at the relevant time of the Canadian
Institute of Chartered Accountants, or any successor institute, applicable on a
consolidated basis (unless otherwise specifically provided herein to be
applicable on an unconsolidated basis) as at the date on which a calculation is
made or required to be made in accordance with generally accepted accounting
principles. Where the character or amount of any asset or liability or item of
revenue or expense is required to be determined, or any consolidation or other
accounting computation is required to be made for the purpose of this Agreement
or any document, such determination or calculation shall, to the extent
applicable and except as otherwise specified herein or as otherwise agreed in
writing by the parties, be made in accordance with generally accepted accounting
principles applied on a consistent basis. 

ARTICLE 2 
THE RIGHTS 

	2.1 	
      Issuance and Legend on Common Share
      Certificates

	 	 	 
		(a) 	
      One (1) right in respect of each Common Share outstanding
      at the Record Time and each Common Share that may be issued after the
      Record Time and prior to the earlier of the Separation Time and the
      Expiration Time shall be issued in accordance with the terms
  hereof.

	 	 	 
		(b) 	
      Certificates for Common Shares issued after the Record
      Time hereof but prior to the Separation Time (and whether upon the
      conversion of Convertible Securities or otherwise) shall evidence one (1)
      Right for each Common Share represented thereby and shall have impressed,
      printed, or written thereon or otherwise affixed thereto a legend in
      substantially the following form:



“Until the Separation Time (as such
term is defined in the Rights Agreement referred to below), this certificate
also evidences and entitles the holder hereof to certain Rights as set forth in
a Rights Agreement, made as of February 3, 2009, (the “Rights
Agreement”), between Energy Fuels Inc. (the “Corporation”) and CIBC
Mellon Trust Company, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file and may be
inspected during normal business hours at the principal executive offices of the
Corporation. Under certain circumstances, as set forth in the Rights Agreement,
such Rights may be amended or redeemed, may expire, may become void (if, in
certain circumstances, they are “Beneficially Owned” by a “Person” who is or
becomes an “Acquiring Person” or any Person acting jointly or in concert with an
Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”,
as such terms are defined in the Rights Agreement, or a transferee thereof), or
may be evidenced by separate certificates and may no longer be evidenced by this
certificate. The Corporation will mail or arrange for the mailing of a copy of
the Rights Agreement to the holder of this certificate without charge within
five days after the receipt of a written request therefor.” 




- 21 - 

Failure to legend any certificate
representing Common Shares shall not affect the validity of this Agreement or
the Rights issued hereunder. 

Certificates representing Common
Shares that are issued and outstanding at the Record Time shall evidence one (1)
Right for each Common Share evidenced thereby notwithstanding the absence of a
legend in substantially the foregoing form until the earlier of the Separation
Time and the Expiration Time. 

	2.2 	
      Initial Exercise Price; Exercise of Rights; Detachment
      of Rights




	 	(a) 	
      Subject to adjustment as herein set forth, each Right
      will entitle the holder thereof, after the Separation Time and prior to
      the Expiration Time, to purchase, for the Exercise Price (or its U.S.
      Dollar Equivalent on the Business Day immediately preceding the date of
      exercise of the Right), one (1) Common Share. Notwithstanding any other
      provision of this Agreement, any Rights held by the Corporation or any of
      its Subsidiaries shall be void.

	 	 	 	 
	 	(b) 	
      Until the Separation Time:

	 	 	 	 
	 		(i) 	
      the Rights shall not be exercisable and no Right may be
      exercised; and

	 	 	 	 
	 		(ii) 	
      for administrative purposes, each Right shall be
      evidenced by the certificate for the associated Common Share registered in
      the name of the holder thereof (which certificate shall be deemed to
      represent a Rights Certificate) and shall be transferable only together
      with, and shall be transferred by a transfer of, such associated Common
      Share.

	 	 	 	 
		(c) 	
      From and after the Separation Time and prior to the
      Expiration Time, the Rights (i) may be exercised and (ii) shall be
      registered and transferable independent of Common Shares. Promptly
      following the Separation Time, the Corporation shall prepare and the
      Rights Agent shall mail to each holder of record of Common Shares as of
      the Separation Time (other than an Acquiring Person, any other Person
      whose Rights are or become void pursuant to the provisions of subsection
      3.1(b) hereof and, in respect of any Rights Beneficially Owned by such
      Acquiring Person which are not held of record by such Acquiring Person,
      the holder of record of such Rights), at such holder’s address as shown in
      the records of the Corporation (the Corporation hereby agreeing to furnish
      copies of such records to the Rights Agent for this
  purpose):







- 22 - 

	 		(i) 	
      a certificate (a “Rights Certificate”) in
      substantially the form of Exhibit “A” hereto appropriately completed and
      registered in such holder’s name, representing the number of Rights held
      by such holder at the Separation Time and having such marks of
      identification or designation and such legends, summaries or endorsements
      printed thereon as the Corporation may deem appropriate and as are not
      inconsistent with the provisions of this Agreement, or as may be required
      to comply with any applicable law or with any rule or regulation made
      pursuant thereto or with any rule or regulation of any stock exchange or
      quotation system on which the Rights may from time to time be listed or
      traded, or to conform to usage; and

	 	 	 	 
	 		(ii) 	
      a disclosure statement describing the Rights.

	 	 	 	 
	 	(d) 	
      Rights may be exercised in whole at any time or in part
      from time to time on any Business Day (or other day that is not a bank
      holiday at the place of exercise) after the Separation Time and prior to
      the Expiration Time by submitting to the Rights Agent at its office in the
      City of Toronto, Ontario or at any other office of the Rights Agent in the
      cities specified in the Rights Certificate or designated from time to time
      for that purpose by the Corporation after consultation with the Rights
      Agent:

	 	 	 	 
	 		(i) 	
      the Rights Certificate evidencing such Rights with an
      Election to Exercise (an “Election to Exercise”) substantially in
      the form attached to the Rights Certificate, appropriately completed and
      duly executed by the holder or his executors or administrators or other
      personal representatives or his legal attorney duly appointed by
      instrument in writing in form and executed in a manner satisfactory to the
      Rights Agent; and

	 	 	 	 
	 		(ii) 	
      payment by certified cheque or money order payable to the
      order of the Rights Agent, of a sum equal to the Exercise Price multiplied
      by the number of Rights being exercised and a sum sufficient to cover any
      transfer tax or charge which may be payable in respect of any transfer
      involved in the issuance, transfer or delivery of Rights Certificates or
      the issuance, transfer or delivery of certificates for Common Shares in a
      name other than that of the holder of the Rights being
exercised.

	 	 	 	 
	 	(e) 	
      Upon receipt of a Rights Certificate accompanied by a
      duly completed and executed Election to Exercise which does not indicate
      that Rights evidenced by such Rights Certificate have become void pursuant
      to subsection 3.1(b) hereof and payment as set forth in subsection 2.2(d)
      above, the Rights Agent (unless otherwise instructed by the Corporation)
      shall thereupon promptly:

	 	 	 	 
	 		(i) 	
      requisition from a transfer agent of the Common Shares
      certificates for the number of Common Shares to be purchased (the
      Corporation hereby irrevocably authorizing its transfer agents to comply
      with all such requisitions);







- 23 - 

	 		(ii) 	
      after receipt of such certificates referred to in Section
      2.2(e)(i) above, deliver such certificates to or upon the order of the
      registered holder of such Rights Certificate, registered in such name or
      names as may be designated by such holder;

	 	 	 	 
	 		(iii) 	
      when appropriate, requisition from the Corporation the
      amount of cash to be paid in lieu of issuing fractional Common
    Shares;

	 	 	 	 
	 		(iv) 	
      after receipt of such certificates, deliver the same to
      or upon the order of the registered holder of such Rights Certificate,
      registered in such name or names as may be designated by such holder
      together with, where applicable, any cash payment in lieu of a fractional
      interest; and

	 	 	 	 
	 		(v) 	
      tender to the Corporation all payments received on
      exercise of the Rights.

	 	 	 	 
	 	(f) 	
      In case the holder of any Rights shall exercise less than
      all the Rights evidenced by such holder’s Rights Certificate, a new Rights
      Certificate evidencing (subject to the provisions of subsection 5.5(a)
      hereof) the Rights remaining unexercised will be issued by the Rights
      Agent to such holder or to such holder’s duly authorized
assigns.

	 	 	 	 
	 	(g) 	
      The Corporation covenants and agrees to:

	 	 	 	 
	 		(i) 	
      take all such action as may be necessary on its part and
      within its powers to ensure that all Shares delivered upon exercise of
      Rights shall, at the time of delivery of the certificates evidencing such
      Shares (subject to payment of the Exercise Price), be duly and validly
      authorized, executed, issued and delivered and be fully paid and
      non-assessable;

	 	 	 	 
	 		(ii) 	
      take all reasonable action as may be necessary on its
      part and within its power to comply with any applicable requirements of
      the Business Corporations Act (Ontario), the Securities Act
      (Ontario) or comparable legislation of each of the provinces and
      territories of Canada and of the United States of America, and the rules
      and regulations thereunder, and any other applicable law, rule or
      regulation, in connection with the issuance and delivery of Rights
      Certificates and of any securities of the Corporation upon exercise of
      Rights;

	 	 	 	 
	 		(iii) 	
      use its reasonable efforts to cause all Shares of the
      Corporation issued upon exercise of Rights to be listed upon The Toronto
      Stock Exchange or such other stock exchange and/or securities quotation
      system on which the Common Shares are listed at that time;

	 	 	 	 
	 		(iv) 	
      pay when due and payable any and all Canadian federal,
      provincial transfer taxes (not including any taxes referable to the income
      or profit of the holder or exercising Person or any liability of the
      Corporation to withhold tax) and charges which may be payable in respect
      of the original issuance or delivery of the Rights Certificates or of any
      Shares of the Corporation issued upon the exercise of Rights, provided
      that the Corporation shall not be required to pay any transfer tax or
      charge which may be payable in respect of any transfer involved in the
      transfer or delivery of Rights Certificates or the issuance or delivery of
      certificates for securities in a name other than that of the holder of the
      Rights being transferred or exercised;







- 24 - 

	 	(v) 	
      if necessary, cause to be reserved and kept available out
      of its authorized and unissued Common Shares the number of Common Shares
      that, as provided in this Agreement, will from time to time be sufficient
      to permit the exercise in full of all outstanding rights; and

	 	 	 
	 	(vi) 	
      after the Separation Time, except as permitted by Section
      5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action
      if at the time such action is taken it is reasonably foreseeable that such
      action will diminish substantially or otherwise eliminate the benefits
      intended to be afforded by the Rights.




	2.3 	
      Adjustments to Exercise Price, Number of
    Rights



     Subject to Section 5.19, the
Exercise Price, the number and kind of securities subject to purchase upon
exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 2.3. 

	 	(a) 	
      If the Corporation shall at any time after the Record
      Time and prior to the Expiration Time:

	 	 	 	 
	 		(i) 	
      declare or pay a dividend on Common Shares payable in
      Common Shares (or other Shares or securities exchangeable for or
      convertible into or giving a right to acquire Common Shares or other
      Shares) otherwise than pursuant to any optional share dividend program,
      dividend reinvestment plan or if the dividend payable is paid in Common
      Shares in lieu of a regular periodic cash dividend;

	 	 	 	 
	 		(ii) 	
      subdivide or change the outstanding Common Shares into a
      greater number of Common Shares;

	 	 	 	 
	 		(iii) 	
      consolidate or change the outstanding Common Shares into
      a smaller number of Common Shares; or

	 	 	 	 
	 		(iv) 	
      issue any Common Shares (or other Shares or securities
      exchangeable for or convertible into or giving a right to acquire Common
      Shares or other Shares) in respect of, in lieu of, or in exchange for,
      existing Common Shares in a reclassification or redesignation of Common
      Shares, an amalgamation or a statutory
arrangement,



the Exercise Price and the number of
Rights outstanding, or, if the payment or effective date therefor shall occur
after the Separation Time, the securities purchasable upon exercise of Rights
shall be adjusted in the manner set forth below. If an event occurs which would
require an adjustment under both this Section 2.3 and subsection 3.1(a), the
adjustment provided for in this Section 2.3 shall be in addition to, and shall
be made prior to, any adjustment required under subsection 3.1(a) . If the
Exercise Price and number of Rights are to be adjusted: 




- 25 - 

	 	(A) 	
      the Exercise Price in effect after such adjustment shall
      be equal to the Exercise Price in effect immediately prior to such
      adjustment divided by the number of Common Shares (or other Shares of
      capital) (the “Expansion Factor”) that a holder of one (1) Common
      Share immediately prior to such dividend, subdivision, change,
      consolidation or issuance would hold immediately thereafter as a result
      thereof (assuming the exercise of all such exchange or conversion rights,
      if any); and

	 	 	 
	 	(B) 	
      each Right held prior to such adjustment shall become
      that number of Rights equal to the Expansion Factor, and the adjusted
      number of Rights shall be deemed to be distributed among the Common Shares
      with respect to which the original Rights were associated (if they remain
      outstanding) and the Shares issued in respect of such dividend,
      subdivision, change, consolidation or issuance, so that each such Common
      Share (or other whole share or security exchangeable for or convertible
      into a whole Share of capital) shall have exactly one (1) Right associated
      with it.



If the securities purchasable upon
exercise of Rights are to be adjusted, the securities purchasable upon exercise
of each Right after such adjustment shall be the securities that a holder of the
securities purchasable upon exercise of one (1) Right immediately prior to such
dividend, subdivision, change, consolidation or issuance would hold immediately
thereafter as a result thereof. To the extent that any such rights of purchase,
exchange, conversion or acquisition are not exercised prior to the expiration
thereof, the Exercise Price shall be readjusted to the Exercise Price which
would then be in effect based upon the number of Common Shares (or securities
convertible into or exchangeable for Common Shares) actually issued upon the
exercise of such rights. If after the Record Time and prior to the Expiration
Time the Corporation shall issue any shares of its authorized capital other than
Common Shares in a transaction of a type described in the first sentence of this
subsection 2.3(a), such shares shall be treated herein as nearly equivalent to
Common Shares as may be practicable and appropriate under the circumstances and
the Corporation and the Rights Agent agree to amend this Agreement in order to
effect such treatment.

If the Corporation shall at any time
after the Record Time and prior to the Separation Time issue any Common Shares
otherwise than in a transaction referred to in the preceding paragraph, each
such Common Share so issued shall automatically have one (1) new Right
associated with it, which Right shall be evidenced by the certificate
representing such Share.




- 26 - 

	 	(b) 	
      If the Corporation shall at any time after the Record
      Time and prior to the Separation Time fix a record date for the making of
      a distribution to all holders of Common Shares of rights or warrants
      entitling them (for a period expiring within 45 days after such record
      date) to subscribe for or purchase Common Shares (or securities
      convertible into or exchangeable for or carrying a right to purchase or
      subscribe for Common Shares) at a price per Common Share (or, in the case
      of a security convertible into or exchangeable for or carrying a right to
      purchase or subscribe for Common Shares, having a conversion, exchange or
      exercise price per share (including the price required to be paid to
      purchase such convertible or exchangeable security or right)) that is less
      than 90% of the Market Price per Common Share on such record date, the
      Exercise Price shall be adjusted. The Exercise Price in effect after such
      record date shall equal the Exercise Price in effect immediately prior to
      such record date multiplied by a fraction, of which the numerator shall be
      the number of Common Shares outstanding on such record date plus the
      number of Common Shares which the aggregate offering price of the total
      number of Common Shares so to be offered (and/or the aggregate initial
      conversion, exchange or exercise price of the convertible or exchangeable
      securities or rights so to be offered (including the price required to be
      paid to purchase such convertible or exchangeable securities or rights))
      would purchase at such Market Price and of which the denominator shall be
      the number of shares of Common Shares outstanding on such record date plus
      the number of additional Common Shares to be offered for subscription or
      purchase (or into which the convertible or exchangeable securities or
      rights so to be offered are initially convertible, exchangeable or
      exercisable). In case such subscription price may be paid in a form other
      than cash, the value of such non-cash consideration shall be as determined
      by the Board of Directors. To the extent that any such rights or warrants
      are not so issued or, if issued, are not exercised prior to the expiration
      thereof, the Exercise Price shall be readjusted to the Exercise Price
      which would then be in effect if such record date had not been fixed or to
      the Exercise Price which would then be in effect based upon the number of
      Common Shares (or securities convertible into or exchangeable for Common
      Shares) actually issued upon the exercise of such rights or warrants, as
      the case may be. For purposes of this Agreement, the granting of the right
      to purchase Common Shares (whether previously unissued, treasury shares or
      otherwise) pursuant to any optional dividend reinvestment plan and/or any
      Common Share purchase plan providing for the reinvestment of dividends
      payable on securities of the Corporation and/or employee stock option,
      stock purchase or other employee benefit plan (so long as such right to
      purchase is in no case evidenced by the delivery of rights or warrants)
      shall not be deemed to constitute an issue of rights or warrants by the
      Corporation; provided, however, that, in the case of any dividend
      reinvestment plan, the right to purchase Common Shares is at a price per
      share of not less than 90% of the then current market price per share
      (determined as provided in such plan) of the Common Shares.

	 	 	 
	 	(c) 	
      If the Corporation shall at any time after the Record
      Time and prior to the Separation Time fix a record date for the making of
      a distribution to all holders of Common Shares of evidences of
      indebtedness or assets (other than a Regular Periodic Cash Dividend or a dividend paid in Common
      Shares) or rights or warrants (excluding those referred to in subsection
      2.3(a) or 2.3(b)), the Exercise Price shall be adjusted. The Exercise
      Price in effect after such record date shall, subject to adjustment as
      provided in the penultimate sentence of subsection 2.3(b), equal the
      Exercise Price in effect immediately prior to such record date less the
      fair market value (as determined by the Board of Directors) of the portion
      of the assets, evidences of indebtedness, rights or warrants so to be
      distributed applicable to the securities purchasable upon exercise of one
      (1) Right. Such adjustment shall be made successively/whenever such a
      record date is fixed.







- 27 - 

	 	(d) 	
      Each adjustment made pursuant to this Section 2.3 shall
      be made as of:

	 	 	 	 
	 		(i) 	
      the payment or effective date for the applicable
      dividend, subdivision, change, consolidation or issuance in the case of an
      adjustment made pursuant to subsection 2.3(a) above; and

	 	 	 	 
	 		(ii) 	
      the record date for the applicable dividend or
      distribution, in the case of an adjustment made pursuant to subsections
      2.3(b) or (c) above, subject to readjustment to reverse same is such
      distribution shall not be made.

	 	 	 	 
	 	(e) 	
      Subject to the prior consent of the holders of Common
      Shares or Rights obtained in accordance with the provisions of subsection
      5.4(b) or (c), as applicable, if the Corporation shall at any time after
      the Record Time and prior to the Expiration Time issue any Shares (other
      than Common Shares), or rights or warrants to subscribe for or purchase
      any such Shares, or securities convertible into or exchangeable for any
      such Shares, in a transaction referred to in clause (a)(i) or (a)(iv)
      above and if the Board of Directors determines that the adjustments
      contemplated by subsections 2.3(a), (b) and (d) above in connection with
      such transaction will not appropriately protect the interests of the
      holders of Rights, the Board of Directors may determine what other
      adjustments to the Exercise Price, number of Rights and/or securities
      purchasable upon exercise of Rights would be appropriate and,
      notwithstanding such clauses, such adjustments (rather than the
      adjustments contemplated by subsections 2.3(a), (b) and (d) above) shall
      be made and the Corporation and the Rights Agent shall amend or supplement
      this Agreement as appropriate to provide for such adjustments.

	 	 	 	 
	 	(f) 	
      Notwithstanding anything herein to the contrary, no
      adjustment to the Exercise Price shall be required unless such adjustment
      would require an increase or decrease of at least 1% in such Exercise
      Price; provided, however, that any adjustments which by reason of
      this subsection 2.3(f) are not required to be made shall be carried
      forward and taken into account in any subsequent adjustment. Each
      adjustment made pursuant to this Section 2.3 shall be calculated to the
      nearest cent or to the nearest one one-hundredth of a Common Share or
      Right, as the case may be.

	 	 	 	 
	 	(g) 	
      If as a result of an adjustment made pursuant to Section
      3.1, the holder of any Right thereafter exercised shall become entitled to
      receive any securities other than Common Shares, thereafter the number of such other
      securities so receivable upon exercise of any Right and the applicable
      Exercise Price thereof shall be subject to adjustment from time to time in
      a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to Common Shares contained in the provisions of
      this Section 2.3 and the provisions of this Agreement with respect to the
      Common Shares shall apply on like terms to any such other
    securities.







- 28 - 

	 	(h) 	
      All Rights originally issued by the Corporation
      subsequent to any adjustment made to an Exercise Price hereunder shall
      evidence the right to purchase, at the adjusted Exercise Price, the number
      of Common Shares purchasable from time to time hereunder upon exercise of
      the Rights, all subject to further adjustment as provided
herein.

	 	 	 	 
	 	(i) 	
      Unless the Corporation shall have exercised its election
      as provided in subsection 2.3(a)(i), upon each adjustment of an Exercise
      Price as a result of the calculations made in subsections 2.3(b) and (c),
      each Right outstanding immediately prior to the making of such adjustment
      shall thereafter evidence the right to purchase, at the adjusted Exercise
      Price, that number of Common Shares (calculated to the nearest one
      one-hundredth) obtained by:

	 	 	 	 
	 		(i) 	
      multiplying (A) the number of Common Shares covered by a
      Right immediately prior to this adjustment, by (B) the Exercise Price in
      effect immediately prior to such adjustment of the Exercise Price;
    and

	 	 	 	 
	 		(ii) 	
      dividing the product so obtained by the Exercise Price in
      effect immediately after such adjustment of the Exercise Price.

	 	 	 	 
	 	(j) 	
      The Corporation may elect on or after the date of any
      adjustment of an Exercise Price to adjust the number of Rights, in lieu of
      any adjustment in the number of Common Shares purchasable upon the
      exercise of a Right. Each of the Rights outstanding after the adjustment
      in the number of Rights shall be exercisable for the number of Common
      Shares for which a Right was exercisable immediately prior to such
      adjustment. Each Right held of record immediately prior to such adjustment
      of the number of Rights shall become the number of Rights (calculated to
      the nearest one one-hundredth) obtained by dividing the Exercise Price in
      effect immediately prior to the adjustment of the Exercise Price by the
      Exercise Price in effect immediately after adjustment of the Exercise
      Price. The Corporation shall make a public announcement of its election to
      adjust the number of Rights, indicating the record date for the adjustment
      and, if known at the time, the amount of the adjustment to be made. This
      record date may be the date on which the Exercise Price is adjusted or any
      date thereafter, but, if the Rights Certificates have been issued, shall
      be at least 10 calendar days after the date of the public announcement. If
      Rights Certificates have been issued, upon each adjustment of the number
      of Rights pursuant to this subsection 2.3(j), the Corporation shall, as
      promptly as practicable, cause to be distributed to holders of record of
      Rights Certificates on such record date, Rights Certificates
    evidencing the additional Rights to which such holder shall be
      entitled as a result of such adjustment, or, at the option of the
      Corporation, shall cause to be distributed to such holders of record in
      substitution or replacement for the Rights Certificates held by such
      holders prior to the date of adjustment, and upon surrender thereof, if
      required by the Corporation, new Rights Certificates evidencing all the
      Rights to which such holders shall be entitled after such adjustment.
      Rights Certificates so to be distributed shall be issued, executed and
      countersigned in the manner provided for herein and may bear, at the
      option of the Corporation, the adjusted Exercise Price and shall be
      registered in the names of the holders of record of Rights Certificates on
      the record date specified in the public announcement.







- 29 - 

	 	(k) 	
      Irrespective of any adjustment or change in the
      securities purchasable upon exercise of the Rights, the Rights
      Certificates theretofore and thereafter issued may continue to express the
      securities so purchasable which were expressed in the initial Rights
      Certificates issued hereunder.

	 	 	 
	 	(l) 	
      If, as a result of an adjustment made pursuant to Section
      3.1, the holder of any Right thereafter exercised shall become entitled to
      receive any securities other than Common Shares, thereafter the number of
      such other securities so receivable upon exercise of any Right and the
      applicable Exercise Price thereof shall be subject to adjustment from time
      to time in a manner and on terms as nearly equivalent as may be
      practicable to the provisions with respect to the Common Shares contained
      in the foregoing subsections of this Section 2.3 and the provisions of
      this Agreement with respect to the Common Shares shall apply on like terms
      to any such other securities.

	 	 	 
	 	(m) 	
      In any case in which this Section 2.3 shall require that
      any adjustment in the Exercise Price be made effective as of a record date
      for a specified event, the Corporation may elect to defer until the
      occurrence of such event the issuance to the holder of any Right exercised
      after such record date of the number of Common Shares and other securities
      of the Corporation, if any, issuable upon such exercise over and above the
      number of Common Shares and other securities of the Corporation, if any,
      issuable upon such exercise on the basis of the Exercise Price in effect
      prior to such adjustment; provided, however, that the Corporation
      shall deliver to such holder an appropriate instrument evidencing such
      holder’s right to receive such additional Common Shares or other
      securities upon the occurrence of the event requiring such
    adjustment.

	 	 	 
	 	(n) 	
      Notwithstanding anything in this Section 2.3 to the
      contrary, the Corporation shall be entitled to make such reductions in the
      Exercise Price, in addition to those adjustments expressly required by
      this Section 2.3, as and to the extent that, in their judgment, the Board
      of Directors determines advisable in order that any (i) subdivision or
      consolidation of the Common Shares, (ii) issuance wholly for cash of any
      Common Shares at less than the applicable Market Price, (iii) issuance
      wholly for cash of any Common Shares or securities that by their terms are
      exchangeable for or convertible into or give a right to acquire Common
      Shares, (iv) stock dividends, or (v) issuance of rights, options or
      warrants referred to in this Section 2.3, hereafter made by the Corporation to
      holders of its Common Shares, and subject to applicable taxation laws,
      shall not be taxable to such shareholders.







- 30 - 

	 	(o) 	
      After the Separation Time, the Corporation will not,
      except as permitted by the provisions hereof, take (or permit any
      Subsidiary of the Corporation to take) any action if at the time such
      action is taken it is reasonably foreseeable that such action will
      diminish substantially or otherwise eliminate the benefits intended to be
      afforded by the Rights.

	 	 	 	 
	 	(p) 	
      Whenever an adjustment to the Exercise Price or a change
      in the securities purchasable upon the exercise of Rights is made pursuant
      to this Section 2.3, the Corporation shall promptly:

	 	 	 	 
	 		(i) 	
      prepare a certificate setting forth such adjustment and a
      brief statement of the facts accounting for such adjustment;

	 	 	 	 
	 		(ii) 	
      file with the Rights Agent and with each transfer agent
      for the Common Shares, a copy of such certificate; and

	 	 	 	 
	 		(iii) 	
      cause notice of the particulars of such adjustment or
      change to be given to the holders of the Rights.



Failure to file such certificate or to cause such notice to be
given as aforesaid, or any defect therein, shall not affect the validity of any
such adjustment or change. 

	2.4 	
      Date on Which Exercise is
  Effective



     Each Person in whose name any
certificate for Shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Shares represented
thereby on, and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly submitted (together with a duly
completed Election to Exercise) and payment of the Exercise Price for such
Rights (and any applicable transfer taxes and other charges payable by the
exercising holder hereunder) was made; provided, however, that if the
date of such exercise is a date upon which the relevant Share transfer books of
the Corporation are closed, such Person shall be deemed to have become the
recorded holder of such Shares on, and such certificate shall be dated, the next
succeeding Business Day on which the said Share transfer books of the
Corporation are open. 

	2.5 	
      Execution, Authentication, Delivery and Dating of
      Rights Certificates

	 	 	 
		(a) 	
      The Rights Certificates shall be executed on behalf of
      the Corporation by any two of its Chairman, President, Chief Executive
      Officer, Chief Financial Officer or Corporate Secretary. The signature of
      any of these officers on the Rights Certificates may be manual or
      facsimile.

	 	 	 
		(b) 	
      Rights Certificates bearing the manual or facsimile
      signatures of individuals who were at the relevant time the proper
      officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any
      of them have ceased to hold such offices prior to the countersignature and
      delivery of such Rights Certificates.







- 31 - 

	 	(c) 	
      Promptly after the Corporation learns of the Separation
      Time, the Corporation shall notify the Rights Agent of such Separation
      Time and shall deliver disclosure statements and Rights Certificates
      executed by the Corporation to the Rights Agent for countersignature, and
      the Rights Agent shall countersign (manually or by facsimile signature in
      a manner satisfactory to the Corporation) and deliver such disclosure
      statements and Rights Certificates to the holders of the Rights pursuant
      to subsection 2.2(c) hereof. No Rights Certificate shall be valid for any
      purpose until countersigned by the Rights Agent in the manner described
      above.

	 	 	 
	 	(d) 	
      Each Rights Certificate shall be dated the date of
      countersignature thereof.




	2.6 	
      Registration, Registration of Transfer and
      Exchange

	 	 	 
		(a) 	
      From and after the Separation Time, the Corporation shall
      cause to be kept a register (the “Rights Register”) in which,
      subject to such reasonable regulations as it may prescribe, the
      Corporation shall provide for the registration and transfer of Rights. The
      Rights Agent is hereby appointed registrar (the “Rights Registrar”)
      for the purpose of maintaining the Rights Register for the Corporation and
      registering Rights and transfers of Rights as herein provided. If the
      Rights Agent shall cease to be the Rights Registrar, the Rights Agent
      shall have the right to examine the Rights Register at all reasonable
      times.



     After the Separation Time and
prior to the Expiration Time, upon surrender for registration of transfer or
exchange of any Rights Certificate, and subject to the provisions of subsection
2.6(c) below, the Corporation shall execute, and the Rights Agent shall
countersign and deliver, in the name of the holder or the designated transferee
or transferees, as required pursuant to the holder’s instructions, one or more
new Rights Certificates evidencing the same aggregate number of Rights as did
the Rights Certificate so surrendered.

	 	(b) 	
      All Rights issued upon any registration of transfer or
      exchange of Rights Certificates shall be the valid obligations of the
      Corporation, and such Rights shall be entitled to the same benefits under
      this Agreement as the Rights surrendered upon such registration of
      transfer or exchange.

	 	 	 
	 	(c) 	
      Every Rights Certificate surrendered for registration of
      transfer or exchange shall have the form of assignment thereon duly
      completed and endorsed, or be accompanied by a written instrument of
      transfer in form satisfactory to the Corporation or the Rights Agent, as
      the case may be, duly executed by the holder thereof or such holder’s
      attorney duly authorized in writing. As a condition to the issuance of any
      new Rights Certificate under this Section 2.6, the Corporation may require
      the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and other
  expenses (including the reasonable fees and expenses of its Rights
      Agent) connected therewith.







- 32 - 

	 	(d) 	
      The Corporation shall not be required to register the
      transfer or exchange of any Rights after the Rights have been terminated
      pursuant to the provisions of this Agreement.




	2.7 	
      Mutilated, Destroyed, Lost and Stolen Rights
      Certificates

	 	 	 
		(a) 	
      If any mutilated Rights Certificate is surrendered to the
      Rights Agent prior to the Expiration Time, the Corporation shall execute
      and the Rights Agent shall countersign and deliver a new Rights
      Certificate evidencing the same number of Rights as did the Rights
      Certificate so surrendered.

	 	 	 
		(b) 	
      If there shall be delivered to the Corporation and the
      Rights Agent prior to the Expiration Time (i) evidence to their
      satisfaction of the destruction, loss or theft of any Rights Certificate
      and (ii) such security or indemnity as may be required by them to save
      each of them and their respective agents harmless, then, in the absence of
      notice to the Corporation or the Rights Agent that such Rights Certificate
      has been acquired by a bona fide purchaser, the Corporation shall execute
      and upon the Corporation’s request, the Rights Agent shall countersign and
      deliver, in lieu of any such destroyed, lost or stolen Rights Certificate,
      a new Rights Certificate evidencing the same number of Rights as did the
      Rights Certificate so destroyed, lost or stolen.

	 	 	 
		(c) 	
      As a condition to the issuance of any new Rights
      Certificate under this Section 2.7, the Corporation may require the
      payment of a sum sufficient to cover any tax or other governmental charge
      that may be imposed in relation thereto and any other expenses (including
      the reasonable fees and expenses of the Rights Agent) connected
      therewith.

	 	 	 
		(d) 	
      Every new Rights Certificate issued pursuant to this
      Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate
      shall evidence an original additional contractual obligation of the
      Corporation, whether or not the destroyed, lost or stolen Rights
      Certificate shall be at any time enforceable by anyone, and shall be
      entitled to all the benefits of this Agreement equally and proportionately
      with any and all other Rights duly issued hereunder.

	 	 	 
	2.8 	
      Persons Deemed Owners



     Prior to due presentment of a
Rights Certificate (or, prior to the Separation Time, the associated Share
certificate) for registration of transfer, the Corporation, the Rights Agent and
any agent of the Corporation or the Rights Agent may deem and treat the Person
in whose name such Rights Certificate (or, prior to the Separation Time, such
Share certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever.




- 33 - 

	2.9 	
      Delivery and Cancellation of
  Certificates



     All Rights Certificates
surrendered upon exercise or for redemption, registration of transfer or
exchange shall, if surrendered to any Person other than the Rights Agent, be
delivered to the Rights Agent and, in any case, shall be promptly cancelled by
the Rights Agent. The Corporation may at any time deliver to the Rights Agent
for cancellation any Rights Certificates previously countersigned and delivered
hereunder which the Corporation may have acquired in any manner whatsoever, and
all Rights Certificates so delivered shall be promptly cancelled by the Rights
Agent. No Rights Certificates shall be countersigned in lieu of or in exchange
for any Rights Certificates cancelled as provided in this Section 2.9, except as
expressly permitted by this Agreement. The Rights Agent shall destroy all
cancelled Rights Certificates and deliver a certificate of destruction to the
Corporation. 

	2.10 	
      Agreement of Rights
Holders



     Every holder of Rights by
accepting the same consents and agrees with the Corporation and the Rights Agent
and with every other holder of Rights that: 

	 	(a) 	
      such holder is otherwise bound by and subject to the
      provisions of this Agreement, as amended from time to time in accordance
      with the terms hereof in respect of all Rights held;

	 	 	 
	 	(b) 	
      prior to the Separation Time, each Right shall be
      transferable only together with, and shall be transferred by a transfer
      of, the associated Share;

	 	 	 
	 	(c) 	
      after the Separation Time, the Rights Certificates shall
      be transferable only on the Rights Register as provided herein;

	 	 	 
	 	(d) 	
      prior to due presentment of a Rights Certificate (or,
      prior to the Separation Time, the associated Share certificate) for
      registration of transfer, the Corporation, the Rights Agent and any agent
      of the Corporation or the Rights Agent may deem and treat the Person in
      whose name the Rights Certificate (or, prior to the Separation Time, the
      associated Share certificate) is registered as the absolute owner thereof
      and of the Rights evidenced thereby (notwithstanding any notations of
      ownership or writing on such Rights Certificate or the associated Share
      certificate made by anyone other than the Corporation or the Rights Agent)
      for all purposes whatsoever, and neither the Corporation nor the Rights
      Agent shall be affected by any notice to the contrary;

	 	 	 
	 	(e) 	
      such holder has waived all rights to receive any
      fractional Right or fractional Share upon exercise of a Right;

	 	 	 
	 	(f) 	
      this Agreement may be supplemented or amended from time
      to time pursuant to subsection 5.4(a) or the last sentence of the
      penultimate paragraph of subsection 2.3(a) hereof upon the sole authority
      of the Board of Directors without the approval of any holder of Rights;
      and







- 34 - 

	 	(g) 	
      notwithstanding anything in this Agreement to the
      contrary, neither the Corporation nor the Rights Agent shall have any
      liability to any holder of a Right or any other Person as a result of its
      inability to perform any of its obligations under this Agreement by reason
      of any preliminary or permanent injunction or other order, decree or
      ruling by a court of competent jurisdiction or by a governmental,
      regulatory or administrative agency or commission, or any statute, rule,
      regulation or executive order promulgated or enacted by any governmental
      authority, prohibiting or otherwise restraining performance of such
      obligation.



ARTICLE 3 
ADJUSTMENTS TO THE RIGHTS IN THE EVENT
OF CERTAIN TRANSACTIONS 

	3.1 	
      Flip-in Event

	 	 	 	 
		(a) 	
      Subject to the provisions of Section 2.2 and subsections
      5.1(c), (d) and (e) hereof and except as provided below, if prior to the
      Expiration Time a Flip-in Event shall occur, each Right shall thereafter
      constitute, effective at the Close of Business on the tenth Business Day
      after the relevant Stock Acquisition Date, the right to purchase from the
      Corporation, upon exercise thereof in accordance with the terms hereof,
      that number of Common Shares of the Corporation having an aggregate Market
      Price on the date of consummation or occurrence of such Flip- in Event
      equal to twice the Exercise Price for an amount in cash equal to the
      Exercise Price (such right to be appropriately adjusted in a manner
      analogous to the applicable adjustment provided for in Section 2.3 hereof
      in the event that, after such date of consummation or occurrence, an event
      of a type analogous to any of the events described in Section 2.3 hereof
      shall have occurred with respect to such Common Shares).

	 	 	 	 
		(b) 	
      Notwithstanding anything in this Agreement to the
      contrary, upon the occurrence of a Flip-in Event, any Rights that are or
      were Beneficially Owned on or after the earlier of the Separation Time and
      the Stock Acquisition Date by:

	 	 	 	 
			(i) 	
      an Acquiring Person (or any Person acting jointly or in
      concert with an Acquiring Person or with an Affiliate or Associate of an
      Acquiring Person); or

	 	 	 	 
			(ii) 	
      a direct or indirect transferee of, or other successor in
      title to, such Rights (a “Transferee”), who becomes a Transferee
      concurrently with or subsequent to the Acquiring Person becoming an
      Acquiring Person, in a transfer, whether or not for consideration, that
      the Board of Directors has determined is part of a plan, understanding or
      scheme of an Acquiring Person (or an Affiliate or Associate of an
      Acquiring Person or any Person acting jointly or in concert with an
      Acquiring Person or an Affiliate or Associate of an Acquiring Person) that
      has the purpose or effect of avoiding the provisions of this subsection
      3.1(b) applicable in the circumstances contemplated in clause (i)
      hereof;







- 35 - 

shall thereupon become and be null and
void and any holder of such Rights (including any Transferee) shall thereafter
have no rights whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise. The holder of any Rights represented
by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights
Agent, upon exercise or for registration of transfer or exchange which does not
contain the necessary certifications set forth in the Rights Certificate
establishing that such Rights are not void under this subsection 3.1(b) shall be
deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and
such rights shall be null and void. 

	 	(c) 	
      Any Rights Certificate that represents Rights
      Beneficially Owned by a Person described in either clauses (i) or (ii) of
      subsection 3.1(b) hereof or transferred to any nominee of any such Person,
      and any Rights Certificate issued upon the transfer, exchange or
      replacement of any other Rights Certificate referred to in this sentence
      shall contain the following legend:



     “The
Rights represented by this Rights Certificate were issued to a Person who was an
Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such
terms are defined in the Rights Agreement) or was acting jointly or in concert
with any of them. This Rights Certificate and the Rights represented hereby
shall become void in the circumstances specified in subsection 3.1(b) of the
Rights Agreement.”, 

provided, however, that the
Rights Agent shall not be under any responsibility to ascertain the existence of
facts that would require the imposition of such legend but shall be required to
impose such legend only if instructed to do so by the Corporation or if a holder
fails to certify upon transfer or exchange in the space provided on the Rights
Certificate that such holder is not an Acquiring Person or an Affiliate or
Associate thereof or acting jointly or in concert with any of them. The issuance
of a Rights Certificate without the legend referred to in this subsection shall
be of no effect on the provisions of this subsection. 

ARTICLE 4 
THE RIGHTS AGENT 

	4.1 	
      General

	 	 	 
		(a) 	
      The Corporation hereby appoints the Rights Agent to act
      as agent for the Corporation and the holders of Rights in accordance with
      the terms and conditions hereof, and the Rights Agent hereby accepts such
      appointment. The Corporation may from time to time appoint one or more
      co-rights agents (each, a “Co-Rights Agent”) as it may deem
      necessary or desirable after consultation with the Rights Agent. In such
      event, the respective duties of the Rights Agent and any Co-Rights Agent
      shall be as the Corporation may determine with the written approval of the
      Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable
      compensation for all services rendered by it hereunder and, from time to
      time on demand of the Rights Agent, its reasonable expenses and counsel
      fees and other disbursements incurred in the administration and execution
      of this Agreement and the exercise and performance of its duties hereunder. The
      Corporation also agrees to indemnify the Rights Agent, its officers,
      directors, employees and agents for, and to hold them harmless against,
      any loss, liability, cost, claim, action, damage, suit or expense,
      incurred without negligence, bad faith or wilful misconduct on the part of
      the Rights Agent, its officers, directors, employees or agents, for
      anything done or omitted by them in connection with the acceptance and
      performance of this Agreement, including legal costs and expenses, which
      right to indemnification shall survive the termination of this Agreement
      or the resignation or removal of the Rights Agent. In the event of any
      disagreement arising regarding the terms of this Agreement the Rights
      Agent shall be entitled, at its option, to refuse to comply with any and
      all demands whatsoever until the dispute is settled either by written
      agreement amongst the parties to this Agreement or by a court of competent
      jurisdiction.







- 36 - 

	 	(b) 	
      The Rights Agent shall be protected from, and shall incur
      no liability for or in respect of, any action taken, suffered or omitted
      by it in connection with its performance of this Agreement in reliance
      upon any certificate for Shares, Rights or for other securities of the
      Corporation, instrument of assignment or transfer, power of attorney,
      endorsement, affidavit, letter, notice, direction, consent, certificate,
      opinion, statement or other paper or document believed by it to be genuine
      and to be signed, executed and, where necessary, verified or acknowledged,
      by the proper Person or Persons.

	 	 	 
	 	(c) 	
      The Corporation shall inform the Rights Agent in a
      reasonably timely manner of events which may materially affect the
      administration of this Agreement by the Rights Agent and, at any time upon
      written request, shall provide to the Rights Agent an incumbency
      certificate certifying the then current officers of the
  Corporation.




	4.2 	
      Merger or Amalgamation or Change of Name of Rights
      Agent

	 	 	 
		(a) 	
      Any body corporate into which the Rights Agent or any
      successor Rights Agent may be merged or amalgamated with or into, or any
      body corporate succeeding to the securityholder services business of the
      Rights Agent or any successor Rights Agent shall be the successor to the
      Rights Agent under this Agreement without the execution or filing of any
      paper or any further act on the part of any of the parties hereto,
      provided that such body corporate would be eligible for appointment as a
      successor Rights Agent under the provisions of Section 4.4
  hereof.



     In case at the time such
successor Rights Agent succeeds to the agency created by this Agreement any of
the Rights Certificates have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates have not been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement. 




- 37 - 

	 	(b) 	
      In case at any time the name of the Rights Agent is
      changed and at such time any of the Rights Certificates shall have been
      countersigned but not delivered, the Rights Agent may adopt the
      countersignature under its prior name and deliver Rights Certificates so
      countersigned; and in case at that time any of the Rights Certificates
      shall not have been countersigned, the Rights Agent may countersign such
      Rights Certificates either in its prior name or in its changed name; and
      in all such cases such Rights Certificates shall have the full force
      provided in the Rights Certificates and in this
  Agreement.




	4.3 	
      Duties of Rights Agent



     The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Corporation and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:

	 	(a) 	
      The Rights Agent may retain and consult with legal
      counsel (who may be legal counsel for the Corporation), and the opinion of
      such counsel will be full and complete authorization and protection to the
      Rights Agent as to any action taken or omitted by it in good faith and in
      accordance with such opinion.

	 	 	 
	 	(b) 	
      Whenever in the performance of its duties under this
      Agreement the Rights Agent deems it necessary or desirable that any fact
      or matter be proved or established by the Corporation prior to taking or
      suffering any action or refraining from taking any action hereunder, such
      fact or matter (unless other evidence in respect thereof be herein
      specifically prescribed) may be deemed to be conclusively proved and
      established by a certificate signed by an individual believed by the
      Rights Agent to be the Chief Executive Officer, Chief Financial Officer or
      Secretary of the Corporation and delivered to the Rights Agent; and such
      certificate shall be full authorization to the Rights Agent for any action
      taken, omitted or suffered in good faith by it under the provisions of
      this Agreement in reliance upon such certificate.

	 	 	 
	 	(c) 	
      The Rights Agent shall be liable hereunder only for its
      own negligence, bad faith or wilful misconduct.

	 	 	 
	 	(d) 	
      The Rights Agent shall not be liable for or by reason of
      any of the statements of fact or recitals contained in this Agreement or
      in the certificates for Shares or the Rights Certificates (except its
      countersignature thereof) or be required to verify the same, but all such
      statements and recitals are and will be deemed to have been made by the
      Corporation only.

	 	 	 
	 	(e) 	
      The Rights Agent shall not be under any responsibility in
      respect of the validity of this Agreement or the execution and delivery
      hereof (except the due authorization, execution and delivery hereof by the
      Rights Agent) or in respect of the validity or execution of any Share
      certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for
      any breach by the Corporation of any covenant or condition contained in
      this Agreement or in any Rights Certificate; nor will it be responsible
      for any change in the exercisability of the Rights (including the Rights
      becoming void pursuant to subsection 3.1(b) hereof) or any adjustment
      required under the provisions of Section 2.3 hereof or responsible for the
      manner, method or amount of any such adjustment or the ascertaining of the
      existence of facts that would require any such adjustment (except with
      respect to the exercise of Rights after receipt of the certificate
      contemplated by Section 2.3 hereof describing any such adjustment); nor
      will it by any act hereunder be deemed to make any representation or
      warranty as to the authorization or reservation of any Shares to be issued
      pursuant to this Agreement or any Rights or as to whether any Shares
      shall, when issued, be duly and validly authorized, executed, issued and
      delivered and be fully paid and non-assessable.







- 38 - 

	 	(f) 	
      The Corporation agrees that it will perform, execute,
      acknowledge and deliver or cause to be performed, executed, acknowledged
      and delivered all such further and other acts, instruments and assurances
      as may reasonably be required by the Rights Agent for the carrying out or
      performing by the Rights Agent of the provisions of this
  Agreement.

	 	 	 
	 	(g) 	
      The Rights Agent is hereby authorized to rely upon and
      directed to accept written instructions with respect to the performance of
      its duties hereunder from any individual believed by the Rights Agent to
      be the Chief Executive Officer, Chief Financial Officer or Secretary of
      the Corporation, and to apply to such individuals for advice or
      instructions in connection with its duties, and it shall not be liable for
      any action taken, omitted or suffered by it in good faith in accordance
      with instructions of any such individual.

	 	 	 
	 	(h) 	
      The Rights Agent and any shareholder, director, officer
      or employee of the Rights Agent may buy, sell or deal in Shares, Rights or
      other securities of the Corporation or become pecuniarily interested in
      any transaction in which the Corporation may be interested, or contract
      with or lend money to the Corporation or otherwise act as fully and freely
      as though it were not Rights Agent under this Agreement. Nothing herein
      shall preclude the Rights Agent from acting in any other capacity for the
      Corporation or for any other legal entity.

	 	 	 
	 	(i) 	
      The Rights Agent may execute and exercise any of the
      rights or powers hereby vested in it or perform any duty hereunder either
      itself or by or through its attorneys or agents, and the Rights Agent
      shall not be answerable or accountable for any act, default, neglect or
      misconduct of any such attorneys or agents or for any loss to the
      Corporation resulting from any such act, omission, default, neglect or
      misconduct, provided reasonable care was exercised in the selection and
      continued employment thereof.







- 39 - 

	4.4 	
      Change of Rights Agent



     The Rights Agent may resign and
be discharged from its duties under this Agreement upon 60 days’ notice (or such
lesser notice as is acceptable to the Corporation) in writing delivered or
mailed to the Corporation and to each transfer agent of Shares by first class
mail, and mailed or delivered to the holders of the Rights in accordance with
Section 5.9 hereof. The Corporation may remove the Rights Agent upon 60 days’
notice in writing, mailed or delivered to the Rights Agent and to each transfer
agent of the Shares by first class mail, and mailed to the holders of the Rights
in accordance with Section 5.9 hereof. If the Rights Agent should resign or be
removed or otherwise become incapable of acting, the Corporation shall appoint a
successor to the Rights Agent. If the Corporation fails to make such appointment
within a period of 30 days after such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of any Rights (which holder shall, with such
notice, submit such holder’s Rights Certificate for inspection by the
Corporation), then the Rights Agent or the holder of any Rights may apply, at
the Corporation’s expense, to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Corporation or by such a court, shall be a body corporate incorporated
under the laws of Canada or a province thereof and authorized to carry on
business in the Province of Ontario. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent upon receipt of all fees and expenses
outstanding to the predecessor Rights Agent by the Corporation shall deliver and
transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Not later than the effective date of any such
appointment, the Corporation shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Shares, and mail a
notice thereof in writing to the holders of the Rights. Failure to give any
notice provided for in this Section 4.4, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be. 

ARTICLE 5
 MISCELLANEOUS 

	5.1 	
      Redemption and Waiver



     The Corporation shall give prompt
written notice to the Rights Agent of any waiver of the application of Section
3.1 made by the Board of Directors acting in good faith under this Section 5.1.
In addition, 

	 	(a) 	
      The Board of Directors, at any time prior to the special
      meeting of shareholders of the Corporation to be held on or around March
      19, 2009, may terminate this Agreement by passing a resolution.

	 	 	 
	 	(b) 	
      With the prior consent of the holders of Common Shares or
      Rights obtained in accordance with subsection 5.4(b) or (c), as
      applicable, the Board of Directors, at any time prior to the occurrence of
      a Flip-in Event as to which the application of Section 3.1 has not been waived pursuant to this Section
      5.1, may elect to redeem all but not less than all of the then outstanding
      Rights at a redemption price of $0.00001 per Right appropriately adjusted
      in a manner analogous to the applicable adjustment to the Exercise Price
      provided for in Section 2.3 hereof if an event analogous to any of the
      events described in Section 2.3 shall have occurred (such redemption price
      being herein referred to as the “Redemption Price”).







- 40 - 

	 	(c) 	
      With the prior consent of the holders of Common Shares
      obtained in accordance with subsection 5.4(b), the Board of Directors may,
      at any time prior to the occurrence of a Flip-in Event as to which the
      application of Section 3.1 has not been waived pursuant to this Section
      5.1, if such Flip-in Event would occur by reason of an acquisition of
      Common Shares otherwise than pursuant to a Take- over Bid made by means of
      a Take-over Bid circular to all holders of record of Common Shares and
      otherwise than in the circumstances set forth in subsection 5.1(e), waive
      the application of Section 3.1 to such Flip-in Event. In such event, the
      Board of Directors shall extend the Separation Time to a date at least 10
      Business Days subsequent to the meeting of shareholders called to approve
      such waiver.

	 	 	 
	 	(d) 	
      Prior to the occurrence of a Flip-in Event, as to which
      the application of Section 3.1 has not been waived pursuant to this
      paragraph, upon written notice to the Rights Agent, the Board of Directors
      may waive the application of Section 3.1 to such Flip-in Event but only if
      such Flip-in Event occurs as a result of a Take-over Bid made by way of a
      Take-over Bid circular sent to all holders of record of Common Shares;
      provided, however, that if the Board of Directors waives the
      application of Section 3.1 to a particular Flip-in Event, the Board of
      Directors shall be deemed to have waived the application of Section 3.1 to
      any other Flip-in Event occurring by reason of any Take-over Bid which is
      made by means of a Take-over Bid circular to all holders of record of
      Common Shares (i) prior to the granting of such a waiver, or (ii)
      thereafter and prior to the expiry of any Take- over Bid in respect of
      which a waiver is, or is deemed to have been, granted under this
      subsection 5.1(d).

	 	 	 
	 	(e) 	
      The Board of Directors may waive the application of
      Section 3.1 to a Flip-in Event provided that the following conditions are
      satisfied:




	 	(i) 	
      the Board of Directors has determined that the Acquiring
      Person became an Acquiring Person by inadvertence and without any
      intention to become, or knowledge that it would become, an Acquiring
      Person; and

	 	 	 
	 	(ii) 	
      such Acquiring Person has reduced its Beneficial
      Ownership of Common Shares such that at the time of the waiver pursuant to
      this subsection 5.1(e), it is no longer an Acquiring
  Person.




	 	(f) 	
      If a Person acquires, pursuant to a Permitted Bid or a
      Competing Permitted Bid or pursuant to an Exempt Acquisition occurring
      under subsection 5.1(d) hereof, more than 50% of the outstanding Common Shares other than
      Common Shares Beneficially Owned at the date of such Permitted Bid,
      Competing Permitted Bid or Exempt Acquisition by such Person, the Board of
      Directors of the Corporation shall, notwithstanding the provisions of
      subsection 5.1(b) hereof, immediately upon such acquisition and without
      further formality be deemed to have elected to redeem the Rights at the
      Redemption Price.







- 41 - 

	 	(g) 	
      If the Board of Directors elects to or is deemed to have
      elected to redeem the Rights and, in circumstances where subsection 5.1(b)
      is applicable, the requisite consent is given by the holders of Common
      Shares or Rights, as applicable, (i) the right to exercise the Rights will
      thereupon, without further action and without notice, terminate and the
      only right thereafter of the holders of Rights shall be to receive the
      Redemption Price, and (ii) no further Rights shall thereafter be
      issued.

	 	 	 
	 	(h) 	
      Within 10 Business Days of the Board of Directors
      electing or having been deemed to have elected to redeem the Rights or, if
      subsection 5.1(c), is applicable, within 10 Business Days after the
      requisite consent being given by the holders of Common Shares or Rights,
      as applicable, the Corporation shall give notice of redemption to the
      holders of the then outstanding Rights by mailing such notice to each such
      holder at his last address as it appears upon the Rights Register of the
      Rights Agent, or, prior to the Separation Time, on the share register
      maintained by the Corporation’s transfer agent. Each such notice of
      redemption shall state the method by which the payment of the Redemption
      Price shall be made.

	 	 	 
	 	(i) 	
      Where a Take-over Bid that is not a Permitted Bid or
      Competing Permitted Bid expires, is withdrawn or otherwise terminated
      after the Separation Time has occurred and prior to the occurrence of a
      Flip-in Event, the Board of Directors may elect to redeem all of the
      outstanding Rights at the Redemption Price.

	 	 	 
	 	(j) 	
      Upon the rights being redeemed pursuant to subsection
      5.1(i), all the provisions of this Agreement shall continue to apply as if
      the Separation Time had not occurred and Rights Certificates representing
      the number of Rights held by each holder of record of Common Shares as of
      the Separation Time had not been mailed to each such holder and for all
      purposes of this Agreement, the Separation Time shall be deemed not to
      have occurred and Rights shall remain attached to the Outstanding Common
      Shares, subject to and in accordance with the provisions of this
      Agreement.




	5.2 	
      Expiration



     No Person shall have any rights
pursuant to this Agreement or any Right after the Expiration Time, except as
provided in Section 4.1 hereof. 

	5.3 	
      Issuance of New Rights
  Certificates



     Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Corporation
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by the Board of Directors to reflect any adjustment or change
in the number or kind or class of Shares purchasable upon exercise of Rights
made in accordance with the provisions of this Agreement. 




- 42 - 

	5.4 	
      Supplements and Amendments

	 	 	 
		(a) 	
      The Corporation may make, without the approval of the
      holders of Rights or Common Shares, any supplements or amendments to this
      Agreement: (i) specifically contemplated in subsections 2.10(f) or any
      other provision hereof, (ii) to correct any clerical or typographical
      error, or (iii) which are required to maintain the validity and
      effectiveness of the Agreement as a result of any change in any applicable
      laws, rules or regulatory requirements. The Corporation may, prior to the
      date of any shareholders meeting referred to in Section 5.17, supplement,
      amend, vary or delete any of the provisions of this Agreement without the
      approval of any holder of Rights or Common Shares (whether or not such
      action would materially adversely affect the interests of the holders of
      Rights generally), where the Board of Directors deems (in good faith) such
      action necessary or desirable. Notwithstanding anything in this Section
      5.4 to the contrary, no amendment shall be made to the provisions of
      Article 4 except with the written concurrence of the Rights Agent to such
      supplement or amendment.

	 	 	 
		(b) 	
      Subject to subsection 5.4(a), the Corporation, with the
      prior consent of the holders of Common Shares obtained as set forth below,
      at any time before the Separation Time, may redeem Rights pursuant to
      subsection 5.1(b), waive a Flip-in Event pursuant to subsection 5.1(c) or
      otherwise amend, vary or rescind any of the provisions of this Agreement
      and the Rights (whether or not such action would materially adversely
      affect the interests of the holders of Rights generally). Such consent
      shall be deemed to have been given if provided by the holders of Common
      Shares at a special meeting called and held in compliance with applicable
      laws, rules and regulatory requirements and the requirements in the
      articles and by-laws of the Corporation. Subject to compliance with any
      requirements imposed by the foregoing, consent shall be given if the
      proposed amendment, variation or rescission is approved by the affirmative
      vote of a majority of the votes cast by all Independent Shareholders
      represented in person or by proxy at the special meeting.

	 	 	 
		(c) 	
      The Corporation, with the prior consent of the holders of
      Rights obtained as set forth below, at any time after the Separation Time
      and before the Expiration Time, may redeem Rights pursuant to subsection
      5.1(b) or otherwise amend, vary or rescind any of the provisions of this
      Agreement and the Rights (whether or not such action would materially
      adversely affect the interests of the holders of Rights generally). Such
      consent shall be deemed to have been given if provided by the holders of
      Rights at a special meeting of holders of Rights called and held in
      compliance with applicable laws, rules and regulatory requirements and, to
      the extent possible, with the requirements in the articles and by-laws of
      the Corporation applicable to meetings of holders of Common Shares,
      applied mutatis mutandis. Subject to compliance with any
      requirements imposed by the foregoing, consent shall be given if the
      proposed amendment, variation or rescission is approved by the affirmative vote of a majority of the
      votes cast by holders of Rights (other than holders of Rights whose Rights
      have become null and void pursuant to subsection 3.1(b)), represented in
      person or by proxy at the special meeting.







- 43 - 

	 	(d) 	
      Any amendments, supplements or restatements made by the
      Corporation to this Agreement pursuant to subsection 5.4(a) which are
      required to maintain the validity and effectiveness of this Agreement as a
      result of any change in any applicable laws, rules or regulatory
      requirements shall:

	 	 	 	 
	 		(i) 	
      if made before the Separation Time, be submitted to the
      holders of Common Shares at the next meeting of shareholders and the
      shareholders may, by the majority referred to in subsection 5.4(b),
      confirm or reject such amendment, supplement or restatement;

	 	 	 	 
	 		(ii) 	
      if made after the Separation Time, be submitted to the
      holders of Rights at a meeting to be called in accordance with the
      provisions of subsection 5.4(c) hereof and the holders of Rights may, by a
      majority referred to in subsection 5.4(c), confirm or reject such
      amendment, supplement or restatement.

	 	 	 	 
	 	(e) 	
      The Corporation shall be required to provide the Rights
      Agent with notice in writing of any such amendment, rescission or
      variation to this Agreement as referred to in this Section 5.4 within five
      days or effecting such amendment, rescission or
  variation.



     Any such amendment, supplement or
restatement shall be effective from the date of the resolution of the Board of
Directors adopting such amendment (unless the Board of Directors stipulates that
such amendment is to become effective at a later date), until it is confirmed or
rejected or until it ceases to be effective (as described in the next sentence)
and, where such amendment is confirmed, it continues in effect in the form so
confirmed. If such amendment, supplement or restatement is rejected by the
shareholders of the Corporation or the holders of Rights or is not submitted to
the shareholders of the Corporation or holders of Rights as required, then such
amendment, supplement or restatement shall cease to be effective from and after
the termination of the meeting at which it was rejected or to which it should
have been but was not submitted or if such a meeting of the holders of Rights is
not called within a period of 90 days of the making of any such agreement, at
the end of such period, and no subsequent resolution of Board of Directors to
amend, supplement or restate this Agreement to substantially the same effect
shall be effective until confirmed by the shareholders of the Corporation or
holders of Rights as the case may be. 

	5.5 	
      Fractional Rights and Fractional Common
    Shares

	 	 	 
		(a) 	
      The Corporation shall not be required to issue fractions
      of Rights or to distribute Right Certificates which evidence fractional
      Rights. In lieu of issuing fractional Rights, the Corporation shall pay to
      the registered holders of the Right Certificates, at the time such
      fractional Rights would otherwise be issuable,
an amount in cash equal to the same fraction of the Market
      Price of one (1) whole Right that the fraction of a Right that would
      otherwise be issuable is of one (1) whole Right. The Rights Agent shall
      have no obligation to make any payments in lieu of fractional Rights
      unless the Corporation shall have provided the Rights Agent with the
      necessary funds to pay in full all amounts payable in accordance with
      subsection 2.2(e).







- 44 - 

	 	(b) 	
      The Corporation shall not be required to issue fractions
      of Common Shares upon exercise of the Rights or to distribute certificates
      which evidence fractional Common Shares. In lieu of issuing fractional
      Common Shares, the Corporation shall pay to the registered holders of
      Right Certificates at the time such Rights are exercised as herein
      provided, an amount in cash equal to the same fraction of the Market Price
      of one (1) Common Share that the fraction of a Common Share that would
      otherwise be issuable upon the exercise of such Right is of a whole Common
      Share. The Rights Agent shall have no obligation to make any payments in
      lieu of fractional Common Shares unless the Corporation shall have
      provided the Rights Agent with the necessary funds to pay in full all
      amounts payable in accordance with subsection
2.2(e).




	5.6 	
      Rights of Action



     Subject to the terms of this
Agreement, rights of action in respect of this Agreement, other than rights of
action vested solely in the Rights Agent, are vested in the respective holders
of the Rights, and any holder of any Rights, without the consent of the Rights
Agent or of the holder of any other Rights may, on such holder’s own behalf and
for such holder’s own benefit and the benefit of other holders of Rights,
enforce, and may institute and maintain any suit, action or proceeding against
the Corporation to enforce, or otherwise act in respect of, such holder’s right
to exercise such holder’s Rights in the manner provided in such holder’s Rights
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Agreement. 

	5.7 	
      Holder of Rights Not Deemed a
  Shareholder



     No holder, as such, of any Rights
shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of Common Shares or any other securities which may at any time be
issuable on the exercise of such Rights, nor shall anything contained herein or
in any Rights Certificate be construed to confer upon the holder of any Rights,
as such, any of the rights of a shareholder of the Corporation or any right to
vote for the election of directors or upon any matter submitted to shareholders
at any meeting thereof, or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting shareholders (except
as provided in Section 5.8 hereof), or to receive dividends or subscription
rights, or otherwise, until such Rights shall have been exercised in accordance
with the provisions hereof.




- 45 - 

	5.8 	
      Notice of Proposed Actions



     If after the Separation Time and prior
to the Expiration Time: 

	 	(i) 	
      there shall occur an adjustment in the Rights attaching
      to the Rights pursuant to Section 3.1 as a result of the occurrence of a
      Flip-in Event; or

	 	 	 
	 	(ii) 	
      the Corporation proposes to effect the liquidation,
      dissolution or winding up of the Corporation or the sale of all or
      substantially all of the Corporation’s assets;



then, in each such case, the Corporation shall give to each
holder of a Right, in accordance with Section 5.9, a notice of such event or
proposed action, which shall specify the date on which such change to the
Rights, liquidation, dissolution or winding up occurred or is to take place, and
such notice shall be so given within 10 Business Days after the occurrence of a
change to the Rights and not less than 20 Business Days prior to the date of
taking such proposed action by the Corporation. 

	5.9 	
      Notices



     Any notice, demand or other
communication required or permitted to be given or made by the Rights Agent or
by the holder of any Rights to or on the Corporation or by the Corporation or by
the holder of any Rights to or on the Rights Agent shall be in writing and shall
be well and sufficiently given or made if: 

	 	(i) 	
      delivered in person during normal business hours on a
      Business Day and left with the receptionist or other responsible employee
      at the relevant address set forth below; or

	 	 	 
	 	(ii) 	
      except during any general interruption of postal services
      due to strike, lockout or other cause, sent by first-class mail;
  or

	 	 	 
	 	(iii) 	
      sent by telegraph, facsimile or other form of recorded
      electronic communication, charges prepaid and confirmed in writing as
      aforesaid;



if to the Corporation, addressed to it at: 

	 	Energy Fuels Inc. 
	 	2 Toronto Street, Suite 500 
	 	Toronto, ON M5C 2B6 
	 	  	  
	 	Attention: 	 Michael Skutezky 
	 	Fax No.: 	 416-214-2727 






- 46 - 

and if to the Rights Agent, addressed to it at: 

	 	CIBC Mellon Trust Company 
	 	320 Bay Street, Ground Level 
	 	Toronto, ON M5H 4A6 
	 	  	  
	 	Attention: 	 Vice-President, Client Services 
	 	Fax No.: 	 416-643-5570 


Notices, demands or other communications required or permitted
to be given or made by the Corporation or the Rights Agent to or on the holder
of any Rights shall be in writing and shall be well and sufficiently given or
made if delivered personally to such holder or delivered or mailed by first
class mail to the address of such holder as it appears on the Rights Register
maintained by the Rights Registrar, or, prior to the Separation Time, in the
register of Shareholders maintained by the transfer agent for the Common
Shares.

     Any notice so given or made shall
be deemed to have been given and to have been received on the day of delivery,
if so delivered; on the third Business Day (excluding each day during which
there exists any general interruption of postal service due to strike, lockout,
or other cause) following the mailing thereof, if so mailed; and on the day of
telegraphing, telecopying or sending of the same by other means of recorded
electronic communication (provided such sending is during the normal business
hours of the addressee on a Business Day and if not, on the first Business Day
thereafter). Each of the Corporation and the Rights Agent may from time to time
change its address for notice by notice to the other given in the manner
aforesaid. 

     If mail service is or is
threatened to be interrupted at a time when the Corporation or the Rights Agent
wishes to give a notice or demand hereunder to or on the holders of the Rights,
the Corporation or the Rights Agent may, notwithstanding the foregoing
provisions of this Section 5.9, give such notice by means, of publication once
in each of two successive weeks in the business section of the Financial Post
and, if the Corporation has a transfer agent in the United States, in a daily
publication in the United States, in a daily publication in the United States
designated by the Corporation and notice so published shall be deemed to have
been given on the date on which the first publication of such notice in any such
publication has taken place. 

	5.10 	
      Costs of Enforcement



     The Corporation agrees that if
the Corporation fails to fulfill any of its obligations pursuant to this
Agreement, then the Corporation shall reimburse the holder of any Rights for the
costs and expenses (including reasonable legal fees) incurred by such holder and
actions to enforce his rights pursuant to any Rights or this Agreement. 

	5.11 	
      Successors



     All the covenants and provisions
of this Agreement by or for the benefit of the Corporation or the Rights Agent
shall bind and enure to the benefit of their respective successors and permitted
assigns hereunder. 




- 47 - 

	5.12 	
      Benefits of this Agreement



     Nothing in this Agreement shall
be construed to give to any Person other than the Corporation, the Rights Agent
and the holders of the Rights any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Corporation, the Rights Agent and the holders of the Rights. 

	5.13 	
      Governing Law



     This Agreement and each Right
issued hereunder shall be deemed to be a contract made under the laws of the
Province of Ontario and for all purposes shall be governed by and construed in
accordance with the laws of such Province applicable to contracts to be made and
performed entirely within such Province. 

	5.14 	
      Counterparts



     This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. 

	5.15 	
      Severability



     If any term or provision hereof
or the application thereof to any circumstance shall, in any jurisdiction and to
any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
terms and provisions hereof or the application of such term or provision to
circumstances other than those as to which it is held invalid or unenforceable.


	5.16 	
      Determinations and Actions by the Board of
      Directors



     All actions, calculations and
determinations (including all omissions with respect to the foregoing) which are
done or made by the Board of Directors, in good faith, shall not subject the
Board of Directors to any liability to the holders of the Rights. 

	5.17 	
      Effective Date



     This Agreement is effective in
accordance with its terms from the date hereof; provided that unless confirmed
by ordinary resolution passed by a majority of the votes cast by Independent
Shareholders present in person or voting by proxy and who vote in respect of
confirmation of this Agreement at a meeting of shareholders of the Corporation
to be held not later than the date that is six months from the date hereof, this
Agreement shall be of no further force or effect and all Rights issued hereunder
shall be void from the first to occur of (i) the termination of such meeting,
and (ii) the Close of Business (Toronto time) on the date that is six months
from the date hereof. 




- 48 - 

	5.18 	
      Approval of Holders of
Rights



     If, after the Separation Time,
the approval of holders of Rights is required in respect of a supplement or
amendment to this Agreement made pursuant to Section 5.4 hereof, the Board of
Directors shall, within 35 days after the implementation of any such supplement
or amendment, call, and thereafter hold a special meeting of the holders of
Rights to consider, and if thought fit, to pass a resolution approving the
supplement or amendment, and such supplement or amendment shall be deemed to
have been approved if such resolution receives the affirmative vote of a
majority of the votes cast by holders of Rights represented at the meeting in
person or by proxy excluding any Rights which are then void pursuant to the
provisions of subsection 3.1(b) hereof. In respect of any such meeting required
to be held: 

	 	(a) 	
      the Board of Directors shall fix a date for the meeting,
      which date shall be as soon as practicable after the implementation of any
      supplement or amendment requiring approval, but not more than 110 days
      thereafter;

	 	 	 
	 	(b) 	
      the Board of Directors of the Corporation shall fix a
      record date for determining the holders of Rights entitled to receive
      notice of such meeting in a manner analogous to the procedures set out in
      National Instrument 54-101 of the Canadian Securities Administrators (as
      such policy may be amended or replaced from time to time, and as required
      in order to conform to the requirements of any applicable securities
      legislation or policy) and the rules of any stock exchange on which the
      Common Shares are then listed, and the articles and by-laws of the
      Corporation; and

	 	 	 
	 	(c) 	
      each Right shall be entitled to one (1) vote at such
      meeting and, in all other respects, the rules applicable to meetings of
      shareholders set forth in the articles and bylaws of the Corporation shall
      apply in respect of such meeting of holders of Rights, mutatis
      mutandis.




	5.19 	
      Declaration as to Non-Canadian and Non-United States
      Holders



     If, upon the advice of outside
counsel, any action or event contemplated by this Agreement would require
compliance with the securities laws or comparable legislation of a jurisdiction
outside of Canada and the United States of America, the Board of Directors
acting in good faith may take such actions as it may deem appropriate to ensure
that such compliance, including without limitation establishing procedures for
the issuance to a Canadian resident Fiduciary of Rights or securities issuable
on exercise of Rights, the holding thereof in trust for the Persons entitled
thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation,
as the Corporation may determine, absolute discretion with respect thereto) and
the sale thereof and remittance of the proceeds of such sale, if any, to the
Persons entitled thereto. In no event shall the Corporation or the Rights Agent
be required to issue or deliver Rights or securities issuable on exercise of
Rights to Persons who are citizens, residents or nationals of any jurisdiction
other than Canada and any province or territory thereof and the United States of
America and any state thereof in which such issue or delivery would be unlawful
without registration of the relevant Persons or securities for such purposes.





- 49 - 

	5.20 	
      Regulatory Approvals



     Any obligation of the Corporation
or action or event contemplated by this Agreement, or any amendment or
supplement to this Agreement, shall be subject to receipt of any requisite
approval or consent from any governmental or regulatory authority having
jurisdiction including the Toronto Stock Exchange while any securities of the
Corporation are listed and posted for trading thereon and for a period of three
(3) months thereafter. 

	5.21 	
      Time of the Essence



     Time shall be of the essence in this
Agreement. 

[Signature page follows] 




- 50 - 

     IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written, 

	 	ENERGY FUELS INC. 
	 	  	  
	 	  	  
	 	By: 	“George E.L. Glasier” 
	 	Name: George E.L. Glasier 
	 	Title: President and CEO 
	 	  	  
	 	  	  
	 	  	  
	 	CIBC MELLON TRUST COMPANY
  
	 	  	  
	 	  	  
	 	By: 	“Charito De Vera” 
	 	  	     Authorized Signing Officer
    
	 	  	  
	 	  	  
	 	By: 	“Bruce Cornish” 
	 	  	     Authorized Signing Officer
    






- 51 - 

EXHIBIT “A” 

[Form of Rights Certificate] 

	Certificate No. _____________	_____________- Rights





	
      THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION
      OF THE CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN THE RIGHTS
      AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY
      PERSON ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON OR
      WITH AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH
      TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF
      ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER
      ACTION. 




RIGHTS CERTIFICATE 

     This certifies that
_________________________ , or registered assigns, is the registered holder of
the number of Rights set forth above, each of which entities the registered
holder thereof, subject to the terms, provisions and conditions of a Shareholder
Rights Plan Agreement made as of February 3, 2009 (the “Rights
Agreement”) between ENERGY FUELS INC., a corporation existing under the laws
of the Province of Ontario (the “Corporation”), and CIBC MELLON TRUST
COMPANY, as Rights Agent, to purchase from the Corporation at any time after the
Separation Time and prior to the Expiration Time (as such terms are defined in
the Rights Agreement), one (1) fully paid common share in the capital of the
Corporation (a “Common Share”) (subject to adjustment as provided in the
Rights Agreement) at the Exercise Price referred to below, upon presentation and
surrender of this Rights Certificate with a duly completed and executed Form of
Election to Exercise at the principal office of the Rights Agent at its
principal office in Toronto, Ontario or with approval of the Rights Agent, at
any other office of the Rights Agent in the cities designated from time to time
by the Corporation. The Exercise Price shall initially be $10.00 per Right and
shall be subject to adjustment in certain events as provided in the Rights
Agreement. 

     This Rights Certificate is
subject to all the terms, provisions and conditions of the Rights Agreement
which terms, provisions and conditions are hereby incorporated herein by this
reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Rights Agent, the
Corporation and the holders of the Rights Certificates. Copies of the Rights
Agreement are on file at the registered office of the Corporation and are
available upon written request. 

     This Rights Certificate, with or
without other Rights Certificates, upon surrender at any office of the Rights
Agent or any Co-Rights Agent designated for such purpose, may be exchanged for
another Rights Certificate or Rights Certificates of like tenor and date
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates so surrendered. If this
Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised. 




- 52 - 

     Subject to the provision of the
Rights Agreement, the Rights evidenced by this Certificate may be redeemed by
the Corporation at a redemption price of $0.00001 per Right, subject to
adjustment in certain events. 

     No fractional Common Shares will
be issued upon the exercise of any Right or Rights evidenced hereby nor will
Rights Certificates be issued for less than one (1) whole Right. In lieu
thereof, a cash payment will be made as provided in the Rights Agreement. 

     No holder of this Rights
Certificate, as such, shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of Common Shares or of any other securities
which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a shareholder of the Corporation or
any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Rights evidenced by
this Rights Certificate shall have been exercised as provided in the Rights
Agreement. 

     This Rights Certificate shall not
be valid or obligatory for any purpose until it shall have been countersigned by
the Rights Agent. 

     WITNESS the facsimile signature
of the proper officers of the Corporation and its corporate seal. 

	Date: 	 	 
	 	 	 
	ATTEST: 	 	 



	 	ENERGY FUELS INC. 
	 	 
	 	By: 	 


Countersigned: 

CIBC MELLON TRUST COMPANY 

	 	 	 
	By: 	Authorized Signature 	 






- 53 - 

[Form of Reverse Side of Rights Certificate] 

FORM OF ASSIGNMENT 

(To be executed by the registered holder if such 
holder
desires to transfer the Rights Certificates.) 

	FOR VALUE RECEIVED 	 
	hereby sells, assigns and transfers 	 
	 	 
	Unto 	 	 
	 	 	 
	 	 	 
	(Please print name and address transferee)
  



	
      this Rights Certificate, together with all right, title
      and interest therein, and does hereby irrevocably constitute and appoint
      _________________________________ Attorney, to transfer the within Rights
      Certificate on the books of the within-named Corporation, with full power
      of substitution. 




	Dated: 	 	 
	  	 	 
	Signature Guaranteed 	 
	                     	 	 Signature 


(Signature must correspond to name as written upon the face of
this Rights Certificate in every particular, without alteration or enlargement
or any change whatsoever) 

	
      (Signature must be guaranteed by a Canadian Schedule I
      chartered bank, or a financial institution that is a member of a
      recognized Medallion Signature Guarantee Program. 

	 


(To be completed if true) 
CERTIFICATION 

     The undersigned hereby
represents and certifies, for the benefit of all holders of Rights and Common
Shares, that the Rights evidenced by this Rights Certificate are not, and, to
the knowledge of the undersigned, have not been, Beneficially Owned by an
Acquiring Person or any Person acting jointly or in concert with any Acquiring
Person or with any Affiliate or Associate thereof (all as defined in the Rights
Agreement). 

	 
	Signature 
	 
	 






- 54 - 

NOTICE 

     In the event the certification
set forth above is not completed in connection with a purported assignment, the
Beneficial Owner of the Rights evidenced by this Rights Certificate will be
deemed to be an Acquiring Person or a Person acting jointly or in concert with
such Acquiring Person or an Affiliate or Associate of such Acquiring Person (all
as defined in the Rights Agreement) and accordingly the Rights evidenced by this
Rights Certificate will be null and void. 




- 55 - 

[To be attached to each Rights Certificate] 

FORM OF ELECTION TO EXERCISE 

(To be executed if holder desires to 
exercise the Rights
Certificate.) 

	TO: 
	 
	
      The undersigned hereby irrevocably elects to exercise
      __________________________ whole Rights represented by the attached Rights
      Certificate to purchase the Shares issuable upon the exercise of such
      Rights and requests that certificates for such Shares be issued in the
      name of: 




	
	  
	Address: 
	  
	  
	 
	  
	Social Insurance, Social Security or 
	Other Taxpayer Identification Number: 	 


If such number of Rights shall not be all the whole Rights
evidenced by this Rights Certificate, a new Rights Certificate for the balance
of such whole Rights shall be registered in the name of and delivered to: 

	Address: 
	  
	  
	  
	  
	Social Insurance, Social Security or 
	Other Taxpayer Identification Number: 	 



	Dated: 	 	 



	 Signature Guaranteed: 	
	 	Signature 
	 	  
	 	(Signature must correspond to name as written
    
	 	upon the face of this Rights Certificate in
      every 
	 	particular, without alteration or enlargement
      or 
	 	any change whatsoever) 






- 56 - 

(Signature must be guaranteed by a Canadian Schedule I
chartered bank, or a financial institution that is a member of a recognized
Medallion Signature Guarantee Program. 

	 
	(To be completed if true) 


CERTIFICATION 

     The undersigned hereby
represents, for the benefit of all holders of Rights and Shares, that the Rights
evidenced by this Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or any
Person acting jointly or in concert with any Acquiring Person or with any
Affiliate or Associate thereof (all as defined in the Rights Agreement).


	 	 
	 	Signature 
	 	 
	 	 


NOTICE 

     In the event the certification
set forth above is not completed in connection with a purported exercise, the
Beneficial Owner of the Rights evidenced by this Rights Certificate will be
deemed to be an Acquiring Person or a Person acting jointly or in concert with
an Acquiring Person or an Affiliate or Associate of an Acquiring Person (all as
defined in the Rights Agreement) and accordingly will deem the Rights evidenced
by this Rights Certificate will be null and void and not transferable or
reversible.