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SHAREHOLDER RIGHTS PLAN AGREEMENT

Dated as of September 6, 2012

Between

PACIFIC RIM MINING CORP.

and

COMPUTERSHARE INVESTOR SERVICES INC.

as Rights Agent

(Ratified by Shareholders on September 6, 2012)

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TABLE OF CONTENTS

|ARTICLE
      1 INTERPRETATION                             | 2                                                                                                    
|---------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|1.1                                                        | Certain
      Definitions                                                                            
|1.2                                                        | Currency                                                                                             
|1.3                                                        | Headings                                                                                             
|1.4                                                        | Number
      and Gender                                                                              
|1.5                                                        | Calculation
      of Number and Percentage of Beneficial Ownership of Outstanding Voting
      Shares
|1.6                                                        | References
      to 1933 Securities Act and 1934 Exchange Act                                        
|1.7                                                        | Acting
      Jointly or in Concert                                                                   
|1.8                                                        | Statutory
      References                                                                           
|                                                           |                                                                                                      
|ARTICLE
      2 THE RIGHTS                                 | 19                                                                                                   
|2.1                                                        | Legend
      on Common Share Certificates                                                            
|2.2                                                        | Initial
      Exercise Price, Exercise of Rights and Detachment of Rights                            
|2.3                                                        | Adjustments
      to Exercise Price; Number of Rights                                                
|2.4                                                        | Date
      on Which Exercise is Effective                                                            
|2.5                                                        | Execution,
      Authentication, Delivery and Dating of Right Certificates                           
|2.6                                                        | Registration,
      Registration of Transfer and Exchange                                            
|2.7                                                        | Mutilated,
      Destroyed, Lost and Stolen Rights Certificates                                      
|2.8                                                        | Persons
      Deemed Owners                                                                          
|2.9                                                        | Delivery
      and Cancellation of Certificates                                                      
|2.10                                                       | Agreement
      of Rights Holders                                                                    
|2.11                                                       | Rights
      Certificate Holder not Deemed a Shareholder                                             
|                                                           |                                                                                                      
|ARTICLE
      3 ADJUSTMENTS TO THE RIGHTS ON FLIP-IN EVENT | 32                                                                                                   
|3.1                                                        | Flip-in
      Event                                                                                  
|3.2                                                        | Exchange
      Option                                                                                
|                                                           |                                                                                                      
|ARTICLE
      4 THE RIGHTS AGENT                           | 34                                                                                                   
|4.1                                                        | General                                                                                              
|4.2                                                        | Merger
      or Amalgamation or Change of Name of Rights Agent                                       
|4.3                                                        | Duties
      of Rights Agent                                                                         
|4.4                                                        | Change
      of Rights Agent                                                                         
|4.5                                                        | Compliance
      with Money Laundering Legislation                                                   
|4.6                                                        | Privacy
      Provision                                                                              
|                                                           |                                                                                                      
|ARTICLE
      5 MISCELLANEOUS                              | 39                                                                                                   
|5.1                                                        | Redemption
      of Rights                                                                           
|5.2                                                        | Waiver
      of Flip-In Event                                                                        
|5.3                                                        | Expiration                                                                                           
|5.4                                                        | Issuance
      of New Rights Certificates                                                            
|5.5                                                        | Supplements
      and Amendments                                                                     
|5.6                                                        | Fractional
      Rights and Fractional Shares                                                        
|5.7                                                        | Rights
      of Action                                                                               
|5.8                                                        | Notice
      of Proposed Actions                                                                     

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|5.9  | Notices                                                    | 45
|---- | ---------------------------------------------------------- | --
|5.10 | Costs
      of Enforcement                                 | 46
|5.11 | Benefits
      of this Agreement                           | 46
|5.12 | Governing
      Law                                        | 46
|5.13 | Language                                                   | 46
|5.14 | Severability                                               | 46
|5.15 | Effective
      Date                                       | 47
|5.16 | Reconfirmation                                             | 47
|5.17 | Determinations
      and Actions by the Board of Directors | 47
|5.18 | Rights
      of Board of Directors and the Company         | 47
|5.19 | Regulatory
      Approvals                                 | 47
|5.20 | Declaration
      as to Non-Canadian Holders               | 48
|5.21 | Time
      of the Essence                                  | 48
|5.22 | Successors                                                 | 48
|5.23 | Execution
      in Counterparts                            | 48

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SHAREHOLDER RIGHTS PLAN AGREEMENT

THIS SHAREHOLDER RIGHTS PLAN
AGREEMENT is dated as of the 6thday of September, 2012

BETWEEN:

PACIFIC RIM MINING CORP.,a
company incorporated under the laws of British Columbia (the
"Corporation" or the "Company")

- and -

COMPUTERSHARE INVESTOR SERVICES
INC., a corporation incorporated under the laws of Canada (the
"Rights Agent")

WHEREAS the Board of Directors of
the Company, in the exercise of their fiduciary duties to the Company, has
determined that it is advisable and in the best interests of the Company to
continue to have in place a shareholder rights plan (as amended hereby) (the
"Rights Plan") to (a) ensure, to the extent possible, that all holders of
the Common Shares (as hereinafter defined) of the Company and the Board of
Directors have adequate time to consider and evaluate any unsolicited bid for
the Common Shares; (b) provide the Board of Directors with adequate time to
identify, develop and negotiate value-enhancing alternatives, if considered
appropriate, to any such unsolicited bid; (c) encourage the fair treatment of
the Company's securityholders in connection with any Take-over Bid (as
hereinafter defined) made for the Common Shares; and (d) generally to assist the
Board of Directors in enhancing shareholder value;

AND WHEREAS the Board of
Directors has determined that the Rights Plan shall continue its ongoing
effectiveness, having received the requisite approval of the "Independent
Shareholders" (as hereinafter defined);

AND WHEREAS in order to continue
the Rights Plan, the Board of Directors has:

| | (a) | reconfirmed its authorization of the issuance of one
      right (a "Right") effective at the Record Time (as hereinafter
      defined) in respect of each Common Share outstanding at the Record Time;
      and                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                     
| | (b) | reconfirmed its authorization of the issuance of one
      Right in respect of each Common Share issued after the Record Time and
      prior to the earlier of the Separation Time (as hereinafter defined) and
      the Expiration Time (as hereinafter defined);

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

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- 2 -

AND WHEREAS the Company desires
to confirm its appointment of Computershare Investor Services Inc. as the Rights
Agent to act on behalf of the Company and the holders of Rights, and the Rights
Agent has agreed to act on behalf of the Company and the holders of Rights 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 foregoing premises and the respective covenants and agreements set forth
herein, the parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

|1.1 Certain
Definitions
|-----------------------
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| | (iii) | a Person who is the Beneficial Owner of 20% or more of
      the outstanding Voting Shares determined as at the Record Time (a
      "Grandfathered Person"); provided, however, that this exemption
      shall not be, and shall cease to be, applicable to a Grandfathered Person
      in the event that such Grandfathered Person shall, after the Record Time,
      become the Beneficial Owner of any Voting Shares not Beneficially Owned by
      such Person as at the Record Time (other than through any one or any
      combination of a Corporate Acquisition, an Exempt Acquisition, a Permitted
      Bid Acquisition, a Pro Rata Acquisition or a Convertible Security
      Acquisition);                                                                                                                                                                                                    
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)  | a Subsequent Grandfathered Person, provided, however,
      that this exemption shall not be, and shall cease to be, applicable to a
      Subsequent Grandfathered Person in the event that such Subsequent
      Grandfathered Person shall, after the completion of the transaction
      pursuant to which such Person became a Subsequent Grandfathered Person,
      become the Beneficial Owner of any additional Voting Shares (other than
      through any one or any combination of a Corporate Acquisition, an Exempt
      Acquisition, a Permitted Bid Acquisition, a Pro Rata Acquisition or a
      Convertible Security Acquisition);                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)   | for a period of ten days after the Disqualification Date
      (as hereinafter defined), any Person who becomes the Beneficial Owner of
      20% or more of the outstanding Voting Shares as a result of such Person
      becoming disqualified from relying on Clause (v) of the definition of
      Beneficial Owner solely because such Person makes or announces an
      intention to make a Take-over Bid in respect of Voting Shares and/or
      Convertible Securities either alone or by acting jointly or in concert
      with any other Person. For the purposes of this definition,
      "Disqualification Date" means the first date of a public
      announcement of facts indicating that any Person is making or intends to
      make a Take-over Bid, either alone, through such Person's Affiliates or
      Associates or by acting jointly or in concert with any other Person;
    or
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (vi)  | an underwriter or member of a banking or selling group
      that in that capacity becomes the Beneficial Owner of 20% or more of
      Voting Shares of the Company in connection with a distribution of
      securities of the Company pursuant to a prospectus or by way of private
      placement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | (b) | "Affiliate" when used to indicate a relationship
      with a Person, shall mean 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;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 4 -

| | (c) | "Agreement" means this agreement dated as of
      September 6, 2012 between the Company and the Rights Agent, as amended,
      modified or supplemented from time to time; "hereof",
      "herein", "hereto" and similar expressions mean and refer to
      this shareholder rights plan agreement as a whole and not to any
      particular part of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | "Associate", when used to indicate a relationship
      with a specified Person, shall mean (i) any corporation of which such
      Person beneficially owns, directly or indirectly, voting securities
      carrying more than 10% of the voting rights attached to all voting
      securities of such corporation for the time being outstanding, (ii) any
      partner of that Person, (iii) any trust or estate in which such Person has
      a substantial beneficial interest or as to which such Person serves as
      trustee or in a similar capacity, (iv) a spouse of such specified Person,
      (v) any Person of either sex with whom such specified Person is living in
      conjugal relationship outside marriage or (vi) any relative of such
      specified Person or of Person mentioned in Clauses (iv) or (v) of this
      definition if that relative has the same residence as the specified
      Person;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | a Person shall be deemed the "Beneficial Owner"
      of, and to have "Beneficial Ownership" of, and to "Beneficially
      Own":                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to have "Beneficial Ownership" of, or to
      "Beneficially Own", any security:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 5 -

| | (iv) | where (1) the holder of such security has agreed to
      deposit or tender such security pursuant to a Permitted Lock-up Agreement
      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, or (2) 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 any other Person referred to in Clause (iii) of this
      definition, in each case until the earliest time at which any such
      tendered security is accepted unconditionally for payment or exchange or
      is taken up and paid for
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)  | where such Person, any of such Person's Affiliates or
      Associates or any other Person referred to in Clause (iii) of this
      definition holds such security provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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- 6 -

| | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | such Person is a Crown agent or agency;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                        
| | but only if the Investment Manager, the Trust Company,
      the Statutory Body, the Administrator or the Crown agent or agency, as the
      case may be, (A) did not acquire and does not Beneficially Own or hold
      such security for the purpose of or with the effect of changing or
      influencing the control of the issuer thereof, either alone or acting
      jointly or in concert with any other Person, or in connection with or as a
      participant in any transaction having that purpose or effect, (B) is not
      then making a Take- over Bid in respect of securities of the Company or
      has not then announced an intention to make a Take-over Bid in respect of
      securities of the Company and (C) is not then acting jointly or in concert
      with any other Person who is making a Take-over Bid or who has announced
      an intention to make a Take-over Bid, other than an Offer to Acquire
      Voting Shares or other securities of the Company (1) pursuant to a
      distribution by the Company or (2) by means of a Permitted Bid or a
      Competing Permitted Bid, or (3) by means of ordinary market transactions
      (including prearranged trades entered into in the ordinary course of the
      business of such Person) executed through the facilities of a stock
      exchange or organized over-the-counter market;

| | (vi)  | because such Person is
| | ----- | ----------------------
| |       |                       
| |       | (A)                   
| |       |                       
| |       | (B)                   
| |       |                       
| |       | (C)                   
| |       |                       
| | (vii) | where such Person is  
| |       |                       
| |       | (A)                   
| |       |                       
| |       | (B)                   
| |       |                       
| |       | (C)                   

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- 7 -

| | (viii) | where such Person is the registered holder of securities
      as a result of carrying on the business of or acting as a nominee of the
      securities depository;
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | "Board of Directors" shall mean the board of
      directors of the Company, as constituted from time to time;                                                                                                                                                                                                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (g) | "Business Corporations Act" shall mean the
      Business Corporations Act(British Columbia), S.B.C. 2002, c.57, as
      amended, and the regulations made thereunder and any comparable or
      successor laws or regulations thereto;                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | "Business Day" shall mean any day other than a
      Saturday, Sunday or a day on which banking institutions in Vancouver,
      British Columbia, are authorized or obligated by law to close;                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i) | "Canadian Dollar Equivalent" of any amount which
      is expressed in United States dollars shall mean, on any date, the
      Canadian dollar equivalent of such amount determined by multiplying such
      amount by the U.S. - Canadian Exchange Rate in effect on such
  date;                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j) | "close of business" on any given date shall mean
      the time on such date (or, if such date is not a Business Day, the time on
      the next succeeding Business Day) at which the office of the transfer
      agent for the Common Shares in the City of Vancouver, British Columbia
      (or, after the Separation Time, the office of the Rights Agent in the City
      of Vancouver, British Columbia) is closed to the public;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (k) | "Common Shares" shall mean the common shares in
      the capital of the Company as constituted on the date hereof and any other
      share of the Company into which such shares may be sub-divided,
      consolidated, re-classified or changed;                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (l) | "Competing Permitted Bid" shall mean a Take-over
      Bid that:                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                     

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- 8 -

| | (m) | "controlled": a Person is considered to be
      "controlled" by another Person or two or more Persons if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | and "controls", "controlling" and "under
      common control with" shall be interpreted accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (n) | "Convertible Securities" shall mean at any time
      any securities issued by the Company (including rights, warrants and
      options but excluding the Rights) carrying any purchase, exercise,
      conversion or exchange rights, pursuant to which the holder thereof may
      acquire Voting Shares or other securities convertible into or exercisable
      or exchangeable for Voting Shares (in each case, whether such right is
      exercisable immediately or after a specified period and whether or not on
      conditions or the happening of any contingency);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (o) | "Convertible Security Acquisition" shall mean the
      acquisition of Voting Shares upon the exercise of Convertible Securities
      acquired by a Person pursuant to a Permitted Bid Acquisition, an Exempt
      Acquisition or a Pro Rata Acquisition;                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (p) | "Co-Rights Agents" shall have the meaning ascribed
      thereto in Subsection 4.1(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (q) | "Corporate Acquisition" shall mean an acquisition
      or a redemption of Voting Shares by the Company which by reducing the
      number of Voting Shares outstanding increases the proportionate number of
      Voting Shares Beneficially Owned by any Person;                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (r) | "Election to Exercise" shall have the meaning
      attributed thereto in Clause 2.2(d)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 9 -

| | (s) | "Exchange" mean the Toronto Stock Exchange or, if
      the Common Shares are not listed at the applicable time on the Toronto
      Stock Exchange, then the stock exchange having jurisdiction over the
      Company;                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                  
| | (t) | "Exempt Acquisition" shall mean an acquisition of
      Voting Shares or Convertible Securities:                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                  
| | (u) | "Exercise Price" shall mean, as of any date, the
      price at which a Holder may purchase the securities issuable upon exercise
      of one whole Right. Until adjustment thereof in accordance with the terms
      hereof, the Exercise Price shall be $100;
| |     |                                                                                                                                                                                                                                                                  
| | (v) | "Expiration Time" shall mean the earlier
  of:                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                  
| | (w) | "Flip-in Event" shall mean a transaction in or
      pursuant to which any Person becomes an Acquiring Person;                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                  
| | (x) | "Holder" of any Rights, unless the context
      otherwise requires, shall mean the registered holder of such Rights (or,
      prior to the Separation Time, of the associated Common Shares);                                                                  
| |     |                                                                                                                                                                                                                                                                  
| | (y) | "Independent Shareholders" shall mean the holders
      of Voting Shares other than:                                                                                                                                                                             

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- 10 -

| | (i)   | any Acquiring Person;                                                                                                                                                                                                                                                                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)  | any Grandfathered Person;                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | any Offeror;                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)  | any Associate or Affiliate of such Acquiring Person, such
      Grandfathered Person or such Offeror;                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)   | any Person acting jointly or in concert with such
      Acquiring Person, such Grandfathered Person or such Offeror; and                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (vi)  | any employee benefit plan, stock purchase plan, deferred
      profit sharing plan and any other similar plan or trust for the benefit of
      employees of the Company or a Subsidiary of the Company, unless the
      beneficiaries of the plan or trust direct the manner in which the Voting
      Shares are to be voted or direct whether the Voting Shares are to be
      tendered to a Take-over Bid;

| | (z) | "Market Price" per security of any securities on
      any date of determination shall mean the average of the daily closing
      prices per security of such securities (determined as described below) on
      each of the 20 consecutive Trading Days ending on 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
      such Trading Day not to be fully comparable with the closing price on such
      date of determination (or, if the date of determination 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 of determination
      (or, if the date of determination is not Trading Day, on the immediately
      preceding Trading Day). The closing price per security of any securities
      on any date shall be:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 11 -

| | (iv) | if for any such date none of such prices described in
      Clause (iii) above is available or the securities are not listed or
      admitted to trading on a Canadian stock exchange or any other securities
      exchange and are not quoted by any such reporting system, the average of
      the closing bid and asked prices for such date as furnished by a
      professional market maker making a market in the securities selected in
      good faith by the Board of Directors,
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided, however, that if on any such
date none of such prices is available, 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 in good faith by a nationally or
internationally recognized firm of investment dealers or investment bankers
selected by the Board of Directors. 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 on such date at the
Canadian Dollar Equivalent thereof;

| | (aa) | "1933 Securities Act" shall mean the United States
      Securities Act of 1933, as amended, and the rules and regulations
      thereunder, and any comparable or successor laws or regulations
      thereto;                                      
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                      
| | (bb) | "1934 Exchange Act" shall mean the United States
      Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder, and any comparable or successor laws or
      regulations thereto;                               
| |      |                                                                                                                                                                                                                                                      
| | (cc) | "MI 62-104" means Multilateral Instrument 62-104
      adopted by the British Columbia Securities Commission effective February
      1, 2008, as amended from time to time and any comparable or successor
      laws, rules or regulations thereto;
| |      |                                                                                                                                                                                                                                                      
| | (dd) | "Nominee" shall have the meaning ascribed thereto
      in Subsection 2.2(c);                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                      
| | (ee) | "Offer to Acquire" shall include:                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                      
| |      | (i)                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                      
| |      | (ii)                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                      
| |      | 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;                                                                        

---

- 12 -

| | (ff) | "Offeror" shall mean a Person who has announced an
      intention to make or who is making a Take-over Bid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (gg) | "Offeror's Securities" shall mean Voting Shares
      Beneficially Owned by an Offeror, on the date of an Offer to
    Acquire;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (hh) | "Permitted Bid" shall mean a Take-over Bid made by
      an Offeror that is made by means of a take-over bid circular and which
      also complies with the following additional provisions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii) | "Permitted Bid Acquisitions" shall mean
      acquisitions of Voting Shares made pursuant to a Permitted Bid or a
      Competing Permitted Bid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (jj) | "Permitted Lock-up Agreement" shall mean an
      agreement (the "Lock-up Agreement") between a Person and one or
      more holders of Common Shares (each such holder herein referred to as 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 Lock-up Bid has
been made prior to the date of the Lock-up Agreement not later than the first
Business Day following the date of the Lock-up Agreement) pursuant to which each
Locked-up Person agrees to deposit or tender the Common Shares held by such
holder to a Take-over Bid (the "Lock-up Bid") made by the Person or any
of such Person's Affiliates or Associates or any other Person referred to in
Clause 1.1(e)(iii), provided that:

---

- 13 -

| | (i)  | the Lock-up Agreement permits the Locked-up Person to
      withdraw its Common Shares from the Lock-up Agreement in order to deposit
      or tender the Common Shares to another Take-over Bid or to support another
      transaction prior to the Common Shares being taken up and paid for under
      the Lock-up Bid at a price or value per Common Share that exceeds the
      price or value per Common Share offered under the Lock-up Bid;
or                                                                                                                                                                                                                                                                                                    
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii) | the Lock-up Agreement permits the Locked-up Person to
      withdraw its Common Shares from the Lock-up Agreement in order to deposit
      or tender the Common Shares to another Take-over Bid or to support another
      transaction prior to the Common Shares being taken up and paid for under
      the Lock-up Bid at an offer price for each Common Share that exceeds by as
      much as or more than a specified amount (the "Specified Amount")
      the offer price for each Common Share contained in or proposed to be
      contained in the Lock-up Bid and that does not by its terms provide for a
      Specified Amount that is greater than 7% of the offer price contained in
      or proposed to be contained in the Lock-up Bid;

and, for greater clarity, the
agreement may contain a right of first refusal or require a period of delay to
give the Person who made the Lock-up Bid 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

| | (i) | no "break-up" fees, "top-up" fees, penalties, expenses or
      other amounts that exceed in aggregate the greater of:                                                                                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                            
| |     | (A)                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                            
| |     | (B)                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                            
| |     | shall be payable by such Locked-up Person if the
      Locked-up Person fails to deposit or tender Common Shares to the Lock-up
      Bid, or withdraws Common Shares previously tendered thereto in order to deposit
or tender such Common Shares to another Take-over Bid or support another
transaction;

---

- 14 -

| | (kk) | "Person" shall include any individual, firm,
      partnership, association, trust, trustee, executor, administrator, legal
      personal representative, government, governmental entity or authority,
      body corporate, corporation, incorporated or unincorporated organization,
      syndicate or other entity;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                          
| | (ll) | "Pro Rata Acquisition" shall mean an acquisition
      by a Person of Voting Shares or Convertible Securities:                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                          
| |      | (i)                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                          
| |      | (ii)                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                          
| |      | (iii)                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                          
| |      | (iv)                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                          
| | (mm) | "Record Time" shall mean one minute after the
      close of the annual general meeting of the shareholders of the Company
      held on September 6, 2012;                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                          
| | (nn) | "Redemption Price" shall have the meaning
      attributed thereto in Subsection 5.1(a);                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                          
| | (oo) | "regular periodic cash dividend" shall mean cash
      dividends paid in any fiscal year of the Company to the extent that such
      cash dividends do not exceed, in the aggregate, the greatest of                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                          
| |      | (i)                                                                                                                                                                                                                                                                                                                      

---

- 15 -

| | (ii)  | 300% of the arithmetic mean of the aggregate amounts of
      the annual cash dividends declared payable by the Company on its Common
      Shares in its three immediately preceding fiscal years; and
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                        
| | (iii) | 100% of the aggregate consolidated net income of the
      Company, before extraordinary items, for its immediately preceding fiscal
      year;                                                       

| | (pp) | "Rights" shall mean the herein described rights to
      purchase securities pursuant to the terms and subject to the conditions
      set forth herein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (qq) | "Rights Certificate" shall have the meaning
      attributed thereto in Clause 2.2(c)(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (rr) | "Rights Register" shall have the meaning ascribed
      thereto in Subsection 2.6(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ss) | "Securities Act (BC)" shall mean the Securities
      Act, R.S.B.C. 1996, c. 418, and the rules and regulations thereunder,
      each as may be amended from time to time, and any comparable or successor
      laws, rules or regulations thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (tt) | "Separation Time" shall mean, subject to Section
      5.2, the close of business on the tenth Trading Day after the earliest
      of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | or such later date as may be determined by the Board of
      Directors acting in good faith, provided that if the foregoing results in
      a Separation Time being prior to the Record Time, the Separation Time
      shall be the Record Time, and provided further that if any Take-over Bid
      referred to in Clause (ii) of this definition expires, is cancelled,
      terminated or otherwise withdrawn prior to the Separation Time, such
      Take-over Bid shall be deemed, for the purposes of this definition, never
      to have been made and if the Board of Directors determines pursuant to
      Section 5.2 to waive the application of Section 3.1 to a Flip-In Event,
      then the Separation Time shall be deemed never to have occurred;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (uu) | "Stock Acquisition Date" shall mean the first date
      of public announcement (which, for purposes of this definition, shall
      include, without limitation, a report filed pursuant to MI 62-104 or
      Section 13(d) under the 1934 Exchange Act) by the Company or a Person of
      facts indicating that any Person has become an Acquiring
  Person;                                                                                                                                                                                                                                                                                                                                                                                                         

---

- 16 -

| | (vv)  | "Subsequent Grandfathered Person" shall mean a
      Person who, after the Record Time, acquires all of the Voting Shares
      Beneficially Owned by a Grandfathered Person, provided that:                                                                                                                                                                                                                                                                                                                  
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ww)  | "Subsidiary": a body corporate is a Subsidiary of
      another body corporate if:                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (xx)  | "Take-over Bid" shall mean an Offer to Acquire
      Voting Shares or Convertible Securities (or both) if, assuming that the
      Voting Shares or Convertible Securities that are the subject of the Offer
      to Acquire are acquired at the date of such Offer to Acquire by the Person
      making such Offer to Acquire, the Voting Shares Beneficially Owned by the
      Person making the Offer to Acquire would constitute, in the aggregate, 20%
      or more of the outstanding Voting Shares;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (yy)  | "Termination Time" shall mean the time at which
      the right to exercise Rights shall terminate pursuant to Subsection
      5.1(d), Subsection 3.2(b), Section 5.15 or Section 5.16 hereof;                                                                                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (zz)  | "Trading Day", when used with respect to any
      securities, shall mean a day on which the principal Canadian stock
      exchange 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 Canadian stock exchange, a Business
    Day;                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (aaa) | "U.S. - Canadian Exchange Rate" shall mean, on any
      date:                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

- 17 -

| | (bbb) | "Voting Shares" shall mean, collectively, the
      Common Shares of the Company and any other shares of capital stock or
      voting interests of the Company entitled to vote generally in the election
      of all directors.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.2Currency

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

1.3Headings

The division of this Agreement
into Articles, Sections, Subsections, Clauses and Subclauses and the insertion
of headings, subheadings and a table of contents are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.

1.4Number and Gender

Wherever the context so requires,
terms used herein importing the singular number only shall include the plural
and vice-versa and words importing only one gender shall include all others.

1.5 Calculation of Number and Percentage
ofBeneficial
Ownership of Outstanding Voting Shares

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

| | 100 x A/B
| | ---------
| |          
| | Where:   
| |          
| | A        
| |          
| | B        

Where any Person is deemed to
Beneficially Own unissued Voting Shares which may be acquired pursuant to
Convertible Securities, such Voting Shares shall be deemed to be outstanding for
the purpose of calculating the percentage of Voting Shares Beneficially Owned by
such Person in both the numerator and the denominator above, but no other
unissued Voting Shares which may be acquired pursuant to any other outstanding
Convertible Securities shall, for the purposes of that calculation, be deemed to
be outstanding.

---

- 18 -

1.6References to 1933 Securities Act and 1934
Exchange Act

For the purposes of this
Agreement, the references herein to the 1933 Securities Act or the 1934 Exchange
Act shall have no force and effect during such time as the Company is not
subject to the provisions of such Acts.

1.7Acting Jointly or in Concert

For the purposes of this
Agreement, it is a question of fact as to whether a Person is acting jointly or
in concert with another Person and, without limiting the generality of the
foregoing, the following shall be deemed to be acting jointly or in concert with
a Person (the "First Person"):

| | (a) | every Person who has any agreement, arrangement,
      commitment or understanding (whether formal or informal and whether or not
      in writing) with the First Person, any Associate or Affiliate of the First
      Person or any other Person acting jointly or in concert with the First
      Person, for the purpose of acquiring or Offering to Acquire any Voting
      Shares of the Company, including, without limitation, any one or more of,
      or any combination of, (i) a put, call, option, forward sale purchase or
      other right or obligation relating to the sale or disposition of any
      Voting Shares of the Company to the First Person, any Associate or
      Affiliate of the First Person or any other Person acting jointly or in
      concert with the First Person (whether settled by delivery of securities,
      cash or a combination thereof); (ii) any security the value of which
      varies with the value of Voting Shares of the Company; or (iii) any
      agreement, arrangement, commitment or understanding (whether formal or
      informal and whether or not in writing) pursuant to which all or
      substantially all of the economic or market risk underlying a Voting Share
      of the Company, directly or indirectly, is transferred to, or assumed by,
      the First Person, any Associate or Affiliate of the First Person or any
      other Person acting jointly or in concert with the First Person;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | every Person who has any agreement, arrangement,
      commitment or understanding (whether formal or informal and whether or not
      in writing) with the First Person, any Associate or Affiliate of the First
      Person or any other Person acting jointly or in concert with the First
      Person, for the purpose or with the intention of exercising jointly or in
      concert with the First Person, any Associate or Affiliate of the First
      Person or any other Person acting jointly or in concert with the First
      Person, any voting rights attaching to any securities of the Company;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | every Person who has any agreement, arrangement,
      commitment or understanding (whether formal or informal and whether or not
      in writing) with the First Person, any Associate or Affiliate of the First
      Person or any other Person acting jointly or in concert with the First
      Person, for the purpose of selling, offering to sell, acquiring or
      offering to acquire any business, asset, subsidiary or investee company of
      the Company through any one transaction or series of transactions where
      the aggregate value of the business, asset, subsidiary or investee company
      to be acquired exceeds $1,000,000, such value to be determined in good
      faith by the Board of Directors, after consultation with a nationally or
internationally recognized investment dealer or investment banker with respect
to the value of such business, asset, subsidiary or investee company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

- 19 -

Notwithstanding the foregoing and for greater certainty, the
phrase "acting jointly or in concert" shall not include conduct consisting
solely of:

| | (1) | voting or directing the vote of securities of the Company
      pursuant to a revocable proxy given in response to a particular proxy
      solicitation (other than a proxy solicitation initiated by an Offeror or
      any Associate or Affiliate of an Offeror or any other Person acting
      jointly or in concert with an Offeror); or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (2) | voting or directing the vote of securities of the Company
      in connection with or in order to participate in a particular proxy
      solicitation (other than a proxy solicitation initiated by an Offeror or
      any Associate or Affiliate of an Offeror or any other Person acting
      jointly or in concert with an Offeror).     

1.8Statutory References

Unless the context otherwise
requires or except as expressly provided herein, any reference herein to a
specific part, section, subsection, clause or rule of any Act or regulation
shall refer to the same as it exists on the date hereof.

ARTICLE 2

THE RIGHTS

**2.1** Legend on Common Share
Certificates

(a) Certificates issued for
Common Shares, including without limitation Common Shares issued upon the
conversion of Convertible Securities, after the Record Time but prior to the
close of business on the earlier of the Separation Time and the Expiration Time
shall evidence one Right for each Common Share represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them a legend
in substantially the following form:

Until the
Separation Time (as defined in the Rights Agreement referred to below), this
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in the Shareholder Rights Plan Agreement dated as of the
6thday of September, 2012, as amended from time to
time (the "Rights Agreement"), between Pacific Rim Mining Corp. (the
"Corporation") and Computershare Investor Services Inc., 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 Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights may be amended, redeemed, may expire, may
become null and void (if, in certain cases, they are "Beneficially Owned" by 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 Company will mail or arrange for the
mailing of a copy of the Rights Agreement to the holder of this certificate
without charge as soon as is reasonably practicable after the receipt of a
written request therefor.

---

- 20 -

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

(b) Registered holders of Common
Shares who have not received a share certificate and are entitled to do so on
the earlier of the Separation Time and the Expiration Time shall be entitled to
Rights as if such certificates had been issued and such Rights shall for all
purposes hereof be evidenced by the corresponding entries on the Company's
securities registers for the Common Shares.

**2.2** Initial Exercise Price, Exercise of
Rights and Detachment of Rights

(a) Subject to adjustment as
provided herein, each Right will entitle the Holder thereof, after the
Separation Time and prior to the Expiration Time, to purchase, for the Exercise
Price as at the Business Day immediately preceding the date of exercise of the
Right, one Common Share (which Exercise Price and number of Common Shares are
subject to adjustment as set forth herein). Notwithstanding any other provision
of this Agreement, any Rights Beneficially Owned by the Company 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 will be evidenced by the certificates
for the associated Common Share registered in the name of the holder thereof
(which certificate shall also be deemed to be a Rights Certificate) and will be
transferable only together with, and will 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 shall be exercisable and the
registration and transfer of the Rights shall be separate from and independent
of the Common Shares. Promptly following the Separation Time, the Company will
prepare and the Rights Agent will mail to each holder of record of Common Shares
as of the Separation Time and, in respect of each Convertible Security converted
into or exchanged or exercised for Common Shares after the Separation Time and
prior to the Expiration Time, promptly after such conversion, exchange or
exercise to the holder so converting, exchanging or exercising (other than an
Acquiring Person 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 (a "Nominee")), at such holder's address
as shown on the records of the Company (the Company hereby agreeing to furnish
copies of such records to the Rights Agent for this purpose),

| | (i) | a certificate (a "Rights Certificate") in
      substantially the form of Exhibit A hereto appropriately completed,
      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 Company may deem
      appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law, rule, regulation or judicial or
administrative order or with any rule or regulation made pursuant thereto or
with any rule or regulation of any self-regulatory organization, stock exchange
or quotation system on which the Rights may from time to time be listed or
admitted to trading, or to conform to standard usage; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 21 -

| | (ii) | a disclosure statement prepared by or on behalf of the
      Company describing the Rights;
| | ---- | -------------------------------------------------------------------------------------------

provided that a Nominee shall be sent
the materials provided for in Clauses 2.2(c)(i) and (ii) in respect of all
Common Shares held of record by it which are not Beneficially Owned by an
Acquiring Person. In order for the Company to determine whether any Person is
holding Common Shares which are Beneficially Owned by another Person, the
Company may require such first mentioned Person to furnish it with such
information and documentation as the Company considers advisable.

(d) Rights may be exercised in
whole or in part on any Business Day after the Separation Time and prior to the
Expiration Time by submitting to the Rights Agent, at its principal office in
the city of Vancouver or any other office of the Rights Agent or Co-Rights Agent
in the cities designated from time to time for that purpose by the Company with
the approval of the Rights Agent:

| | (i)   | the Rights Certificate evidencing such Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | an election to exercise such Rights (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 or
      their legal attorney duly appointed by an instrument in writing in form
      and executed in a manner satisfactory to the Rights Agent; and                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | payment by certified cheque, banker's draft or money
      order payable to or 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 transfer or delivery of Rights
      Certificates or the issuance 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 an Election to Exercise appropriately completed and
duly exercised that does not indicate that such Right is null and void as
provided by Subsection 3.1(b) and by payment as set forth in Clause 2.2(d)(iii),
the Rights Agent (unless otherwise instructed in writing by the Company in the
event that the Company is of the opinion that the Rights cannot by exercised in
accordance with this Agreement) will thereupon promptly:

---

- 22 -

| | (i)   | requisition from the transfer agent for the Common
      Shares, certificates representing the number of Common Shares to be
      purchased (the Company hereby irrevocably authorizing its transfer agent
      to comply with all such requisitions);      
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                               
| | (ii)  | after receipt of any certificates referred to in Clause
      2.2(e)(i), 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 Company the amount
      of cash to be paid in lieu of issuing fractional Common Shares;                                                                                                                               
| |       |                                                                                                                                                                                                                                                               
| | (iv)  | when appropriate, after receipt, deliver such cash (less
      any amounts required to be withheld) to or to the order of the registered
      holder of the Rights Certificate; and                                                                          
| |       |                                                                                                                                                                                                                                                               
| | (v)   | tender to the Company 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 the Rights remaining
unexercised will be issued by the Rights Agent to such Holder or to such
Holder's duly authorized assigns.

|(g) The Company
      covenants and agrees that it will:
|--------------------------------------------------------
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        

---

- 23 -

| | (v) | pay when due and payable any and all Canadian and United
      States federal, provincial and state transfer taxes (not including any tax
      in the nature of income or capital gains taxes of the Holder or exercising
      Holder or any liability of the Company to withhold tax) and charges which
      may be payable in respect of the original issuance or delivery of the
      Rights Certificates or certificates for Common Shares or registration of
      the Common Shares in the securities register of the Company, provided that
      the Company shall not be required to pay any transfer tax or charge which
      may be payable in respect of the transfer or delivery of Rights
      Certificates or the issuance or delivery of certificates for Common Shares
      or registration of the Common Shares in the securities register of the
      Company in a name other than that of the Holder of the Rights being
      transferred or exercised.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**2.3** Adjustments to Exercise Price;
Number of Rights

(a) 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 and in Subsection 3.1(a).

(b) In the event the Company
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 Convertible Securities other than pursuant to any regular
      dividend reinvestment plan of the Company providing for the acquisition of
      Common Shares;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                             
| | (ii)  | subdivide or change the then outstanding Common Shares
      into a greater number of Common Shares;                                                                                                                                        
| |       |                                                                                                                                                                                                                                             
| | (iii) | consolidate or change the then outstanding Common Shares
      into a smaller number of Common Shares; or                                                                                                                                   
| |       |                                                                                                                                                                                                                                             
| | (iv)  | issue any Common Shares, Convertible Securities or other
      capital stock of the Company in respect of, in lieu of or in exchange for
      existing Common Shares except as otherwise provided in this Section
      2.3;               

the Exercise Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or other change, and the number of Common Shares or
other securities, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right shall be entitled to
receive, upon payment of the applicable Exercise Price then in effect, the
aggregate number of Common Shares or other securities, as the case may be,
which, if such Right had been exercised immediately prior to such date and at a time when the share transfer books of the Company were
open, such holder would have been entitled to receive as a result of such
dividend, subdivision, combination or reclassification.

---

- 24 -

(c) In the event the Company
shall at any time after the Record Time and prior to the Expiration Time fix a
record date for the issuance of rights, options or warrants to all holders of
Common Shares entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Common Shares, shares
having the same rights, privileges, restrictions and conditions as Common Shares
("equivalent common shares"), or securities convertible into or
exchangeable for or carrying a right to purchase Common Shares or equivalent
common shares at a price per Common Share or per equivalent common share (or, if
a security convertible into or exchangeable for or carrying a right to purchase
or subscribe for Common Shares or equivalent common shares, having a conversion,
exchange or exercise price, including the price required to be paid to purchase
such convertible or exchangeable security or right per share) less than 90% of
the Market Price per Common Share on the second Trading Day immediately
preceding such record date, the Exercise Price to be in effect after such record
date shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction:

| | (i)  | the numerator of which shall be the number of Common
      Shares outstanding on such record date, plus the number of Common Shares
      that the aggregate offering price of the total number of Common Shares
      and/or equivalent 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 per Common
      Share; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii) | the denominator of which shall be the number of Common
      Shares outstanding on such record date, plus the number of additional
      Common Shares and/or equivalent 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 by delivery of consideration, part or all of which may be in a form other
than cash, the value of such consideration shall be as determined in good faith
by the Board of Directors, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
Holders of Rights. Such adjustment shall be made successively whenever such a
record date is fixed, and in the event that such rights, options 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 have
been in effect if such record date had not been fixed, or to the Exercise Price
which would be in effect based upon the number of Common Shares, equivalent
common shares or securities convertible into or exchangeable or exercisable for Common Shares actually
issued upon the exercise of such rights, options or warrants, as the case may
be.

---

- 25 -

For the purposes of this Agreement, the
granting of the right to purchase Common Shares (whether from treasury or
otherwise) pursuant to a dividend reinvestment plan or any employee benefit,
stock option or similar plans shall be deemed not to constitute an issue of
rights, options or warrants by the Company; provided, however, that, in all such
cases, the right to purchase Common Shares is at a price per share of not less
than 90% of the current market price per share (determined as provided in such
plans) of the Common Shares.

(d) In the event the Company
shall at any time after the Record Time and prior to the Expiration Time fix a
record date for the making of a distribution to all holders of Common Shares
(including any such distribution made in connection with a merger in which the
Company is the continuing corporation or amalgamation) of evidences of
indebtedness or assets, including cash (other than a regular periodic cash
dividend or a dividend paid in Common Shares, but including any dividend payable
in securities other than Common Shares), subscription rights, options or
warrants (excluding those referred to in Subsection 2.3(c)) hereof at a price
per Common Share that is less than 90% of the Market Price per Common Share on
the second Trading Day immediately preceding such record date, the Exercise
Price in respect of the Rights to be in effect after such record date shall be
determined by multiplying the Exercise Price in respect of the Rights in effect
immediately prior to such record date by a fraction:

| | (i)  | the numerator of which shall be the Market Price per
      Common Share on such record date, less the fair market value (as
      determined in good faith by the Board of Directors, whose determination
      shall be described in a statement filed with the Rights Agent and shall be
      binding on the Rights Agent and the Holders of Rights), on a per share
      basis, of the portion of the evidences of indebtedness, cash, assets,
      subscription rights, options or warrants so to be distributed;
  and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii) | the denominator of which shall be such Market Price per
      Common Share.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Such adjustments shall be made
successively whenever such a record date is fixed, and in the event that such a
distribution is not so made, the Exercise Price shall be readjusted to be the
Exercise Price which would have been in effect if such record date had not been
fixed.

(e) Notwithstanding anything
herein to the contrary, no adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Exercise Price; provided, however, that any adjustments which by reason of
this Subsection 2.3(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth
of a Common Share or Right. Notwithstanding the first sentence of this
Subsection 2.3(e), any adjustment required by this Section 2.3 shall be made no
later than the Expiration Time.

---

- 26 -

(f) In the event the Company
shall at any time after the Record Time and prior to the Expiration Time issue
any shares of capital stock (other than Common Shares), or rights, options or
warrants to subscribe for or purchase any such capital stock, or securities
convertible into or exchangeable for any such capital stock, in a transaction
referred to in Clause 2.3(b)(i) or (iv), if the Board of Directors acting in
good faith determines that the adjustments contemplated by Subsection 2.3(b) in
connection with such transaction will not appropriately protect the interests of
the Holders of Rights, the Board of Directors acting in good faith 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
Subsection 2.3(b), such adjustments, rather than the adjustments contemplated by
Subsection 2.3(b), shall be made. The Company and the Rights Agent shall have
authority with the prior approval of the holders of the Common Shares or the
Holders of Rights to amend this Agreement in accordance with Section 5.5 hereof,
as appropriate to provide for such adjustments.

(g) Unless the Company shall have
exercised its election as provided in Subsection 2.3(h), upon each adjustment of
an Exercise Price as a result of the calculations made in Subsections 2.3(c),
(d) and (f), 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, as the case may be (calculated to
the nearest one ten-thousandth), obtained by:

| | (i)  | multiplying:                                                                                                                                           
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                        
| |      | (A)                                                                                                                                                    
| |      |                                                                                                                                                        
| |      | (B)                                                                                                                                                    
| |      |                                                                                                                                                        
| | (ii) | dividing the product so obtained by the relevant Exercise
      Price in effect immediately after such adjustment of the relevant Exercise
      Price.

(h) The Company 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 such a Right was exercisable immediately prior to such
adjustment. Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the relevant Exercise Price in effect
immediately prior to adjustment of the relevant Exercise Price by the relevant
Exercise Price in effect immediately after adjustment of the relevant Exercise
Price. The Company 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 relevant Exercise Price is adjusted or any day
thereafter, but, if the Rights Certificates have been issued, shall be at least
10 days later than 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(h), the
Company shall, as promptly as is practicable, cause to be distributed to holders
of record of Rights Certificates on such record date, Rights Certificates
evidencing, subject to Section 5.6, the additional Rights to which such holders
shall be entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in substitution
and replacement for the Rights Certificates held by such holders prior to the
date of adjustment, and upon surrender thereof, if required by the Company, new
Rights Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment. Rights Certificates to be so distributed shall
be issued, executed and countersigned in the manner provided for herein and may
bear, at the option of the Company, the relevant adjusted Exercise Price and
shall be registered in the names of holders of record of Rights Certificates on
the record date specified in the public announcement.

---

- 27 -

(i) Each Right originally issued
by the Company subsequent to any adjustment made to the 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 a
Right immediately prior to such issue, all subject to further adjustment as
provided herein.

(j) If as a result of an
adjustment made pursuant to this Section 2.3 or Section 3.1, the holder of any
Right thereafter exercised shall become entitled to receive any shares other
than Common Shares, thereafter the number of such other shares 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 is practicable to the provisions with respect to the Common Shares
contained in 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 shares.

(k) Irrespective of any
adjustment or change in the Exercise Price or the number of Common Shares
issuable upon the exercise of the Rights, the Rights Certificate theretofore and
thereafter issued may continue to express the Exercise Price per Common Share
and the number of Common Shares which were expressed in the initial Rights
Certificates issued hereunder.

(l) In any case in which this
Section 2.3 shall require that an adjustment in the Exercise Price be made
effective as of a record date for a specified event, the Company 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 Company, if any, issuable upon such exercise over and above
the number of Common Shares and other securities of the Company, if any,
issuable upon such exercise on the basis of the Exercise Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
Holder a due bill or other appropriate instrument evidencing such Holder's right
to receive such additional Common Shares (fractional or otherwise) or other
securities upon the occurrence of the event requiring such adjustment.

(m) Notwithstanding anything in
this Section 2.3 to the contrary, the Company shall be entitled to make such
reductions in each Exercise Price, in addition to those adjustments expressly
required by this Section 2.3, as and to the extent that in its good faith
judgment the Board of Directors shall determine to be advisable in order that
any: (i) consolidation or subdivision of Common Shares; (ii) issuance wholly for
cash of any Common Share or Convertible Securities; (iii) stock dividends; or
(iv) issuance of rights, options or warrants referred to in this Section 2.3, hereafter made by the Company
to holders of its Common Shares, shall not be taxable to such shareholders.

---

- 28 -

(n) The Company covenants and
agrees that, after the Separation Time, it will not, except as permitted by
Sections 5.1, 5.2 and 5.5, take (or permit any Subsidiary of the Company 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.

(o) Whenever an adjustment to the
Exercise Price or a change in the securities purchasable upon exercise of the
Rights is made at any time after the Separation Time pursuant to this Section
2.3, the Company shall promptly and in any event, where such change or
adjustment occurs prior to the Separation Time, not later than the Separation
Time:

| | (i)  | file with the Rights Agent and with the transfer agent
      for the Common Shares a certificate specifying the particulars of such
      adjustment or change; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                    
| | (ii) | give, or cause the Rights Agent to give, notice of the
      particulars of such adjustment or change to Holders of the Rights who
      request a copy;           

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

2.4Date on Which Exercise is
Effective

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

**2.5** Execution, Authentication, Delivery
and Dating of Right Certificates

(a) The Rights Certificates shall
be executed on behalf of the Company by any two of its Chairman, its President
and Chief Executive Officer, a Vice-President or any director, provided that at
the time of such execution none of such officer or director, any Affiliate or
Associate of such officer or director or any person with whom such officer or
director or any such Affiliate or Associate is acting jointly or in concert has
commenced or publicly announced an intention to commence a Take-over Bid. The
signature of any of these officers on the Rights Certificates may be manual or
facsimile. Rights Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the countersignature and delivery of
such Rights Certificates.

---

- 29 -

(b) Promptly after the Company
learns of the Separation Time, the Company will notify the Rights Agent in
writing of such Separation Time and will deliver Rights Certificates executed by
the Company to the Rights Agent for countersignature, and the Rights Agent shall
countersign (manually or by facsimile signature in a manner satisfactory to the
Company) and send such 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 as aforesaid.

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

**2.6** Registration, Registration of
Transfer and Exchange

(a) After the Separation Time,
the Company will cause to be kept a register (the "Rights Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
will provide for the registration and transfer of Rights. The Rights Agent is
hereby appointed "Rights Registrar" for the purpose of maintaining the Rights
Register for the Company and registering Rights and transfers of Rights as
herein provided. In the event that the Rights Agent shall cease to be the Rights
Registrar, the Rights Agent will 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) and the other
provisions of this Agreement, the Company will execute, and the Rights Agent
will 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 Certificates so surrendered.

(b) All Rights issued upon any
registration of transfer or exchange of Rights Certificates shall be valid
obligations of the Company, 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 be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company 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 Company
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 fees and expenses of the Rights Agent) connected
therewith.

(d) The Company 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.

---

- 30 -

**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
Company shall execute and the Rights Agent shall countersign and deliver in
exchange therefor 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 Company and the Rights Agent prior to the Expiration Time (i) evidence to
their reasonable satisfaction of the destruction, loss or theft of any Rights
Certificate and (ii) such security or indemnity as may be required by each of
them in their sole discretion to save each of them and any of their agents
harmless, then, in the absence of notice to the Company or the Rights Agent that
such Rights Certificate has been acquired by a bona fide purchaser, the Company
shall execute and upon its 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 Company 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 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 a contractual obligation of the Company,
whether or not the destroyed, lost or stolen Rights Certificate shall be at any
time enforceable by anyone, and shall entitle the Holder of the Rights to all
the benefits of this Agreement equally and proportionately with any and all
other Rights duly issued by the Company hereunder.

2.8Persons Deemed Owners

Prior to due presentment of a
Rights Certificate (or, prior to the Separation Time, the associated Common
Share certificate) for registration of transfer, the Company, the Rights Agent
and any agent of the Company or the Rights Agent may deem and treat the Person
in whose name a Rights Certificate (or, prior to the Separation Time, the
associated Common Share certificate) is registered as the absolute owner thereof
and of the Rights evidenced thereby for all purposes whatsoever and the Company
and the Rights Agent shall not be affected by any notice or knowledge to the
contrary except as required by statute or by order of a court of competent
jurisdiction.

2.9Delivery 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 Company may at any time deliver to the Rights Agent for
cancellation any Rights Certificates previously countersigned and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate 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 Company on request by the Company.

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2.10Agreement of Rights Holders

Every Holder of Rights, by
accepting such Rights, becomes a party to this Agreement and for greater
certainty is bound by the provisions herein and consents and agrees with the
Company and the Rights Agent and with every other Holder of Rights that:

| | (a) | such holder shall be 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 will be
      transferable only together with, and will be transferred by a transfer of,
      the associated Common Share certificate representing such Right;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | after the Separation Time, the Rights Certificates will
      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 Common Share certificate) for
      registration of transfer or exchange, the Company, the Rights Agent and
      any agent of the Company or the Rights Agent may deem and treat the Person
      in whose name the Rights Certificate (or, prior to the Separation Time,
      the associated Common 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 Common Share certificate made by anyone other than the Company
      or the Rights Agent) for all purposes whatsoever, and neither the Company
      nor the Rights Agent shall be affected by any notice to the
    contrary;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | such holder is not entitled and has waived his right to
      receive any fractional Rights or any fractional Common Shares upon
      exercise of a Right (except as provided herein);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | subject to the provisions of Section 5.5, without the
      approval of any Holder of Rights and upon the sole authority of the Board
      of Directors acting in good faith, this Agreement may be supplemented or
      amended from time to time pursuant to and as provided herein;
and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (g) | notwithstanding anything in this Agreement to the
      contrary, neither the Company 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 a preliminary or permanent injunction or other order, decree or ruling
      issued 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.                                                                                                                                                                       

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- 32 -

2.11Rights Certificate Holder not Deemed a
Shareholder

No Holder, as such, of any Rights
or Rights Certificate shall be entitled to vote, receive dividends or be deemed
for any purpose whatsoever to be the holder of any Common Share or any other
share or security of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Rights Certificate be construed or deemed to confer upon the Holder of
any Right or Rights Certificate, as such, any of the rights, title, benefits or
privileges of a holder of Common Shares or any other shares or securities of the
Company or any right to vote at any meeting of shareholders of the Company
whether for the election of directors or otherwise or upon any matter submitted
to holders of shares of the Company at any meeting thereof, or to give or
withhold consent to any action of the Company, or to receive notice of any
meeting or other action affecting any holder of Common Shares or any other
shares or securities of the Company except as expressly provided herein, or to
receive dividends, distributions or subscription rights, or otherwise, until
such Rights shall have been duly exercised in accordance with the terms and
provisions hereof.

ARTICLE 3

ADJUSTMENTS TO THE RIGHTS ON FLIP-IN EVENT

**3.1** Flip-in Event

(a) Subject to the provisions of
Section 2.2, Subsection 3.1(b) and Section 5.2, in the event that prior to the
Expiration Time a Flip-in Event shall occur, each Right shall constitute,
effective from and after the later of its date of issue and at the close of
business on the tenth Trading Day after the Stock Acquisition Date, the right to
purchase from the Company, upon exercise thereof in accordance with the terms
hereof, that number of Common Shares 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, without duplication, 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 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 or the Stock Acquisition Date by:

| | (i)  | an Acquiring Person, (or any 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);
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii) | a transferee or other successor in title, direct or
      indirect, of Rights held by an Acquiring Person (or any 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), whether or not
for consideration, in a transfer that the Board of Directors acting in good
faith has determined is part of a plan, arrangement, understanding or scheme of
an Acquiring Person (or any 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
Clause 3.1(b)(i);

---

- 33 -

shall become null and void without any further action, and any
Holder of such Rights (including transferees or other successor in title) shall
thereafter have no right to exercise such Rights under any provision of this
Agreement and further shall thereafter not have any other 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 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) From and after the Separation
Time, the Company shall do all such acts and things as shall be necessary and
within its power to ensure compliance with the provisions of this Section 3.1,
including without limitation, all such acts and things as may be required to
satisfy the requirements of the Business Corporations Act, the Securities Act
(BC) and the securities laws or comparable legislation of each of the provinces
of Canada and of the United States and each of the states thereof in respect of
the issue of Common Shares upon the exercise of Rights in accordance with this
Agreement.

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

The Rights
represented by this Rights Certificate were Beneficially Owned by a Person who
was an Acquiring Person or who was 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 are void or 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 impose such legend only if instructed to do
so by the Company in writing or if a Holder fails to certify upon transfer or
exchange in the space provided on the Rights Certificate that such Holder is not
a Person described in such legend. The issuance of a Rights Certificate without
the legend referred to in this Subsection 3.1(d) shall be of no effect on the
provisions of Subsection 3.1(b).

---

- 34 -

**3.2** Exchange Option

(a) The Board of Directors may,
at its sole option and without seeking the approval of holders of Voting Shares
or Rights but with the prior written consent of the Exchange if the Common
Shares are then listed on such exchange, at any time after a Flip-in Event has
occurred, authorize the Company to issue or deliver in respect of each Right
which is not void pursuant to Subsection 3.1(b), either: (i) in return for the
applicable Exercise Price and the Right, debt, equity or other securities or
assets (or a combination thereof) having a value equal to twice the applicable
Exercise Price; or (ii) in return for the Right, subject to any amounts that may
be required to be paid under applicable law, debt, equity or other securities or
assets (or a combination thereof) having a value equal to the value of the
Right, in full and final settlement of all rights attaching to the Rights, where
in either case the value of such debt, equity or other securities or other
assets (or a combination thereof) and, in the case of Clause 3.2(a)(ii), the
value of the Right, shall be determined by the Board of Directors which may rely
upon the advice of a nationally or internationally recognized firm of investment
dealers or investment bankers selected by the Board of Directors.

(b) If the Board of Directors
authorizes the exchange of debt or equity securities or assets (or a combination
thereof) for Rights pursuant to Subsection 3.2(a), without any further action or
notice, the right to exercise the Rights will terminate and the only right
thereafter of a holder of Rights shall be to receive the debt or equity
securities or assets (or a combination thereof) in accordance with the exchange
formula authorized by the Board of Directors. Within 10 Business Days after the
Board of Directors has authorized the exchange of debt or equity securities or
assets (or a combination thereof) for Rights pursuant to Subsection 3.2(a), the
Company shall give notice of exchange to the holders of such Rights by mailing
such notice to all such holders at their last addresses as they appear upon the
register of Rights holders maintained by the Rights Agent. Each such notice of
exchange will state the method by which the exchange of debt or equity
securities or assets (or a combination thereof) for Rights will be effected.

ARTICLE 4

THE RIGHTS AGENT

**4.1** General

(a) The Company hereby appoints
the Rights Agent to act as agent for the Company and the Holders of the Rights
in accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint one or more
co-rights agents ("Co-Rights Agents") as it may deem necessary or
desirable, subject to the prior written approval of the Rights Agent. In the
event the Company appoints one or more Co-Rights Agents, the respective duties
of the Rights Agent and Co-Rights Agents shall be as the Company may determine
with the written approval the Rights Agent and the Co-Rights Agents. The Company
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 (including the reasonable fees and disbursements of any expert or advisor
retained by the Rights Agent with the prior approval of the Company). The
Company also agrees to indemnify the Rights Agent and its directors, officers,
employees and agents for, and to hold them harmless against, any loss,
liability, or expense, incurred without gross negligence, bad faith or wilful
misconduct on the part of the Rights Agent, for anything done, suffered or
omitted by the Rights Agent in connection with the acceptance, execution and
administration of this Agreement and the exercise and performance of its duties
hereunder, including the costs and expenses of defending against any claim of
liability, which right to indemnification will survive the termination of this
Agreement on the resignation or removal of the Rights Agent.

---

- 35 -

(b) The Rights Agent shall be
protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of this
Agreement in reliance upon any certificate for Common Shares or any Rights
Certificate or certificate for other securities of the Company, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, 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 Company will 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
request, shall provide to the Rights Agent an incumbency certificate with
respect to the then current directors and officers of the Company, provided that
failure to inform the Rights Agent of any such events, or any defect therein,
shall not affect the validity of any action taken hereunder in relation to such
events.

**4.2** Merger or Amalgamation or Change of
Name of Rights Agent

(a) Any corporation into which
the Rights Agent or any successor Rights Agent may be merged or amalgamated or
with which it may be consolidated, or any corporation resulting from any merger,
amalgamation, statutory arrangement or consolidation to which the Rights Agent
or any successor Rights Agent is a party, or any corporation succeeding to the
shareholder or stockholder services business of the Rights Agent or any
successor Rights Agent, will 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 corporation 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 will have the full force provided in the Rights
Certificates and in this Agreement.

(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.

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- 36 -

4.3Duties 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 Company 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 Company) 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; the Rights Agent may also, with the approval
      of the Company (where such approval may reasonably be obtained and such
      approval not be unreasonably withheld), retain and consult with such other
      experts or advisors as the Rights Agent shall consider necessary or
      appropriate to properly carry out the duties and obligations imposed under
      this Agreement (at the Company's expense) and the Rights Agent shall be
      entitled to act and rely in good faith on the advice of any such expert or
      advisor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (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 Company prior to taking or
      suffering 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 a person
      believed by the Rights Agent to be the Chairman, the President and Chief
      Executive Officer, a Vice-President or a director of the Company and
      delivered to the Rights Agent; and such certificate will be full
      authorization to the Rights Agent for any action taken or suffered in good
      faith by it under the provisions of this Agreement in reliance upon such
      certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Notwithstanding anything to the contrary, the Rights
      Agent will be liable hereunder only for its own gross negligence, bad
      faith or wilful misconduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | The Rights Agent will 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 Common 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 Company only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | The Rights Agent will 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 Common
      Share certificate or Rights Certificate (except its countersignature
      thereof); nor will it be responsible for any breach by
  the Company 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 Clause 2.3(o)(i) hereof describing
any such adjustment); nor will it by any act hereunder be deemed to make any
representation or warranty as to the authorization of any Common Shares to be
issued pursuant to this Agreement or any Rights or as to whether any Common
Shares will, when issued, be duly and validly authorized, executed, issued and
delivered and fully paid and non-assessable.

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- 37 -

| | (f) | The Company 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 and directed to
      accept instructions with respect to the performance of its duties
      hereunder from any person believed by the Rights Agent to be the Chairman,
      the President and Chief Executive Officer, a Vice-President or a director
      of the Company, and to apply to such persons for advice or instructions in
      connection with its duties, and it shall not be liable for any action
      taken or suffered by it in good faith in accordance with instructions of
      any such person. All such instruction shall, except where circumstances
      make it impracticable or the Rights Agent otherwise agrees, be given in
      writing and, where not in writing, such instructions will be confirmed in
      writing as soon as is reasonably practicable after the giving of such
      instructions.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | The Rights Agent and any shareholder or stockholder,
      director, officer or employee of the Rights Agent may buy, sell or deal in
      Common Shares, Rights or other securities of the Company or become
      pecuniarily interested in any transaction in which the Company may be
      interested, or contract with or lend money to the Company or otherwise act
      as fully and freely as though it were not the Rights Agent under this
      Agreement. Nothing herein shall preclude the Rights Agent from acting in
      any other capacity for the Company 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 will
      not be answerable or accountable for any act, default, neglect or
      misconduct of any such attorneys or agents or for any loss to the Company
      resulting from any such act, default, neglect or misconduct, provided
      reasonable care was exercised in good faith in the selection and continued
      employment thereof.                                                                                                                                                                                                                                                                                                                  

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- 38 -

4.4Change 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 Company) in writing mailed to the Company
and to the transfer agent of Common Shares by registered mail, and to the
Holders of the Rights in accordance with Section 5.9 at the Company's expense.
The Company may remove the Rights Agent upon 60 days' notice in writing, mailed
to the Rights Agent and to the transfer agent of the Common Shares by registered
mail, and to the Holders of the Rights in accordance with Section 5.9. If the
Rights Agent should resign or be removed or otherwise become incapable of
acting, the Company will appoint a successor to the Rights Agent. If the Company
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 Company), then the outgoing Rights Agent or Holder of any
Rights may apply to any court of competent jurisdiction for the appointment of a
new Rights Agent at the Company's expense. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation incorporated
under the laws of Canada or a province thereof authorized to carry on the
business of a trust company in the Provinces of British Columbia and Ontario.
After appointment, the successor Rights Agent will 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 payment by the Company to the predecessor Rights Agent of all outstanding
fees and expenses, owed by the Company to the predecessor Rights Agent pursuant
to this Agreement, 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 Company will file notice thereof in
writing with the predecessor Rights Agent and the transfer agent of the Common
Shares, and mail or cause to be mailed 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.

4.5Compliance with Money Laundering
Legislation

The Rights Agent shall retain the
right not to act and shall not be liable for refusing to act if, due to a lack
of information or for any other reason whatsoever, the Rights Agent reasonably
determines that such an act might cause it to be in non-compliance with any
applicable anti-money laundering or anti-terrorist legislation, regulation or
guideline. Further, should the Rights Agent reasonably determine at any time
that its acting under this Agreement has resulted in it being in non-compliance
with any applicable anti-money laundering or anti-terrorist legislation,
regulation or guideline, then it shall have the right to resign on 10 days'
written notice to the Company, provided: (i) that the Rights Agent's written
notice shall describe the circumstances of such non-compliance; and (ii) that if
such circumstances are rectified to the Rights Agent's satisfaction within such
10-day period, then such resignation shall not be effective.

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- 39 -

4.6Privacy Provision

The parties acknowledge that
federal and/or provincial legislation that addresses the protection of
individual's personal information (collectively, "Privacy Laws") applies
to obligations and activities under this Agreement. Despite any other provision
of this Agreement, neither party will take or direct any action that would
contravene, or cause the other to contravene, applicable Privacy Laws. The
Company will, prior to transferring or causing to be transferred personal
information to the Rights Agent, obtain and retain required consents of the
relevant individuals to the collection, use and disclosure of their personal
information, or will have determined that such consents either have previously
been given upon which the parties can rely or are not required under the Privacy
Laws. The Rights Agent will use commercially reasonable efforts to ensure that
its services hereunder comply with Privacy Laws.

ARTICLE 5

MISCELLANEOUS

**5.1** Redemption of Rights

(a) Redemption of Holders of
Voting Shares

Until the occurrence of a Flip-in
Event as to which the application of Section 3.1 has not been waived pursuant to
Section 5.2 and provided that the provisions of Subsection 5.2(c) are not
applicable to such Flip-in Event, the Board of Directors 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 provided for in Section 2.3 if an event of a type
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").

(b) Deemed
Redemption

The Board of Directors shall,
without further formality, be deemed to have elected to redeem the Rights at the
Redemption Price on the date that a Person who has made a Permitted Bid, a
Competing Permitted Bid or a Take-over Bid in respect of which the Board of
Directors has waived the application of Section 3.1 takes up and pays for Voting
Shares pursuant to the terms and conditions of such Permitted Bid, Competing
Permitted Bid or Take-over Bid, as the case may be.

(c) Redemption on Withdrawal
or Termination of Bid

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 the outstanding
Rights at the Redemption Price.

---

- 40 -

(d) Effect of
Redemption

If the Board of Directors elects
or is deemed to have elected to redeem the Rights, (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) subject to Subsection 5.1(f) no further Rights shall
be issued.

(e) Notice of
Redemption

Within ten Business Days after
the Board of Directors electing or having been deemed to have elected to redeem
the Rights, the Company shall give notice of redemption to the Holders of the
then outstanding Rights by mailing such notice to all such Holders at their last
address as they appear upon the Rights Register or, prior to the Separation
Time, on the share register maintained by the Companys transfer agent or
transfer agents for the Common Shares. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the Holder receives the
notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made and will state that no payment will
be made to holders entitled to less than $10.00 in accordance with Subsection
5.1(g). The Company may not redeem, acquire or purchase for value any Rights at
any time in any manner other than that specifically set forth in this Section
5.1, except in connection with the purchase of Common Shares prior to the
Separation Time.

(f) Reissuance of
Rights

Upon the Rights being redeemed
pursuant to this Section 5.1, Rights may be reissued under this Agreement to
holders of record of Common Shares immediately following such redemption, and
thereafter, 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
such reissued Rights shall, without any further formality, be attached to the
outstanding Common Shares in the same manner as prior to the occurrence of such
Separation Time.

(g) Redemption Price of Under
$10

The Company shall not be
obligated to make a payment of the Redemption Price to any holder of Rights
unless such holder is entitled to receive at least $10.00 in respect of all of
the Rights held by such holder.

(a) Subject to the provisions of
Subsection 5.2(d), 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 5.2, waive the application of Section 3.1
to such Flip-in Event by written notice delivered to the Rights Agent.

---

- 41 -

(b) Notwithstanding and without
limiting the generality of Subsection 5.2(a), 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 Voting Shares such that at the time of the granting of the
      waiver pursuant to this Subsection 5.2(b), it is no longer an Acquiring
      Person;   

and, in the event of any such waiver, for the purposes of this
Agreement, such Flip-in Event shall be deemed not to have occurred and the
Separation Time shall be deemed not to have occurred as a result of such Person
having inadvertently become an Acquiring Person. Written notice of any such
waiver shall be given to the Rights Agent as soon as is reasonably practicable.

(c) Until the occurrence of a
Flip-in Event as to which the application of Section 3.1 has not been waived
pursuant to this Section 5.2, upon written notice to the Rights Agent, the Board
of Directors may, with the prior consent of the holders of Voting Shares given
in accordance with Subsection 5.2(e), determine, if such Flip-in Event would
occur by reason of an acquisition of Voting Shares otherwise than pursuant to a
Take-over Bid made by means of a take-over bid circular to all holders of record
of Voting Shares and otherwise than in the circumstances set forth in Subsection
5.2(b), to waive the application of Section 3.1, to such Flip-in Event. In the
event that the Board of Directors proposes such a waiver, the Board of Directors
shall extend the Separation Time to a date subsequent to and not more than ten
Business Days following the meeting of shareholders called to approve such
waiver.

(d) Until the occurrence of a
Flip-in Event as to which the application of Section 3.1 has not been waived
pursuant to this Section 5.2, upon written notice delivered to the Rights Agent,
the Board of Directors may determine to waive the application of Section 3.1 to
any Flip-in Event provided that the Flip-in Event would occur by reason of a
Take-over Bid made by take-over bid circular sent to all holders of Voting
Shares and provided further that if the Board of Directors waives the
application of Section 3.1 to such 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 made by take-over bid circular to
all holders of Voting Shares which is made prior to the expiry of any Take-over
Bid (as the same may be extended from time to time) made by take-over bid
circular in respect of which a waiver is, or is deemed to have been, granted
under this Subsection 5.2(d).

(e) If a waiver of a Flip-in
Event pursuant to Subsection 5.2(c) is proposed at any time prior to the
Separation Time, such redemption or waiver shall be submitted for approval to
the holders of Voting Shares. Such approval shall be deemed to have been given
if the redemption or waiver is approved by the affirmative vote of a majority of
the votes cast by Independent Shareholders represented in person or by proxy at
a meeting of such holders duly held in accordance with applicable laws and the
Company's articles.

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- 42 -

5.3Expiration

No Person shall have any rights
whatsoever pursuant to or arising out of this Agreement or in respect of any
Right after the Expiration Time, except the Rights Agent as specified in
Subsection 4.1(a) hereof.

5.4Issuance of New Rights
Certificates

Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company 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.

5.5Supplements and Amendments

(a) The Company may from time to
time supplement or amend this Agreement without the approval of any Holders of
Rights or Voting Shares in order to correct any clerical or typographical error
or which are required to maintain the validity or effectiveness of this
Agreement as a result of any change in any applicable legislation, rules or
regulations thereunder. The Board of Directors acting in good faith may by
resolution, at or prior to the shareholders' meeting referred to in Section
5.15, or any adjournment or postponement thereof, supplement or amend this
Agreement without the approval of any Holders of Rights or Voting Shares in
order to make any changes which the Board of Directors may deem necessary or
desirable (whether or not such action would materially adversely affect the
interest of the holders of Rights generally). Notwithstanding anything in this
Section 5.5 to the contrary, no such supplement or 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) Without limiting the
generality of Subsection 5.5(a), the Company may, with the prior consent of the
holders of Common Shares obtained as set forth below, at any time prior to the
Separation Time, amend, vary or delete 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), provided that no such amendment,
variation or deletion shall be made to the provisions of Article 4 except with
the written concurrence of the Rights Agent to such amendment, variation or
deletion. Such consent shall be deemed to have been given if such amendment,
variation or deletion is authorized by the affirmative vote of a majority of the
votes cast by Independent Shareholders present or represented at and entitled to
be voted at a meeting of the holders of Common Shares duly called and held in
compliance with applicable laws and the memorandum and articles of the
Company.

(c) Without limiting the
generality of Subsection 5.5(a), the Company may, with the prior consent of the
Holders of Rights, at any time on or after the Separation Time, amend, vary or
delete 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), provided that no such amendment, variation or deletion shall
be made to the provisions of Article 4 except with the written concurrence of
the Rights Agent thereto. Such consent shall be deemed to have been given if such amendment, variation or deletion is
authorized by the affirmative vote of a majority of the votes cast by the
Holders of Rights (other than Rights which are void pursuant to the provisions
hereof) present or represented at and entitled to vote at a meeting of the
Holder of Rights. For the purposes, hereof, the procedures for the calling,
holding and conduct of the meeting shall be those, as nearly as may be, which
are provided in the Company's memorandum and articles and the Business
Corporations Act with respect to meetings of shareholders of the Company and
each Right shall be entitled to one vote at any such meeting.

---

- 43 -

(d) Any amendments made by the
Company to this Agreement pursuant to Subsection 5.5(a) which are required to
maintain the validity of this Agreement as a result of any change in any
applicable legislation or regulation thereunder shall:

| | (i)  | if made before the Separation Time, be submitted to the
      holders of the Common Shares at the next meeting of such holders and the
      holders of the Common Shares may, by the majority referred to in
      Subsection 5.5(b), confirm or reject such amendment;                                                                           
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                    
| | (ii) | if made after the Separation Time, be submitted to the
      Holders of Rights at a meeting to be called for a date not later than
      immediately following the next meeting of shareholders and the Holders of
      Rights may, by resolution passed by the majority referred to in Subsection
      5.5(c), confirm or reject such amendment.

Any such amendment shall, unless the
Board of Directors otherwise stipulates, be effective from the date of the
resolution of the Board of Directors adopting such amendment, 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 is rejected by the holders of the
Common Shares or the Holders of Rights or is not submitted to the holders of the
Common Shares or the Holders of Rights as required, then such amendment 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 from and
after the date of the meeting of Holders of Rights that should have been but was
not held, and no subsequent resolution of the Board of Directors to amend this
Agreement to substantially the same effect shall be effective until confirmed by
the holders of the Common Shares or the Holders of Rights, as the case may
be.

(e) The Company shall give notice
in writing to the Rights Agent of any supplement, amendment, deletion, variation
or rescission to this Agreement pursuant to this Section 5.5 within five
Business Days of the date of any such supplement, amendment, deletion, variation
or rescission, provided that failure to give such notice, or any defect therein,
shall not affect the validity of any such supplement, amendment, deletion,
variation or rescission.

(f) Any amendment to this
Agreement shall be subject to the receipt of any requisite approvals or consent
from any applicable regulatory authority including, without limitation, any
necessary approvals of the Exchange.

---

- 44 -

5.6Fractional Rights and Fractional
Shares

(a) The Company shall not be
required to issue fractions of Rights or to distributeRights Certificates which
evidence fractional Rights. After the Separation Time, in lieu of issuing
fractional Rights, the Company shall pay to the Holders of record of the Rights
Certificates (provided the Rights represented by such Rights Certificates are
not void pursuant to the provisions of Subsection 3.1(b) 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 whole Right in lieu of such fractional
Rights.

(b) Share Certificates for Common
Shares shall only be issued upon written request to the Company and the Company
shall not be required in any circumstances to issue fractional Common Shares
upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares. In lieu of issuing fractional Common Shares, the
Company shall pay to the registered Holders of Rights 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 Common Share.

(c) The Rights Agent shall have
no obligation to make any payments in lieu of issuing fractions of Rights or
Common Shares pursuant to Subsections 5.6(a) or (b), respectively, unless and
until the Company shall have provided to the Rights Agent the amount of cash to
be paid in lieu of issuing such fractional Rights or Common Shares, as the case
may be.

5.7Rights of Action

Subject to the terms of this
Agreement, all rights of action in respect of this Agreement, other than rights
of action vested solely in the Rights Agent, are vested in the respective
registered Holders of the Rights; and any registered Holder of any Rights,
without the consent of the Rights Agent or of the registered 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 Company 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.

5.8Notice of Proposed Actions

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

| | (a) | the Company shall propose to effect the liquidation,
      dissolution or winding up of the Company or the sale of all or
      substantially all of the Company's assets;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                           
| | (b) | 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,               

---

- 45 -

| | (c) | the Company shall propose to effect or permit (in cases
      where the Companys permission is required) any Flip-in
  Event,
| | --- | ------------------------------------------------------------------------------------------------------------------------------

then, in each such case, the Company shall give to each Holder
of a Right, in accordance with Section 5.9 hereof, a notice of such proposed
action or event, which shall specify the date on which such change to the
Rights, Flip-in Event, liquidation, dissolution, winding up or sale is to take
place, and such notice shall be so given at least 20 Business Days prior to the
date of taking of such proposed action.

5.9Notices

Notices or demands authorized or
required by this Agreement to be given or made by the Rights Agent or by the
Holder of any Rights to or on the Company shall be sufficiently given or made if
delivered or sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent), or sent by facsimile or
other form of recorded electronic communication, charges prepaid and confirmed
in writing, as follows:

Pacific Rim Mining Corp.Suite 1050
 625 Howe StreetVancouver, British ColumbiaV6C 2T6

Attention: President and Chief
Executive Officer Facsimile: (604) 689-1978

Any notice or demand authorized or required by this Agreement
to be given or made by the Company or by a Holder of Rights to or on the Rights
Agent shall be sufficiently given or made if delivered or sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Company), or sent by facsimile or other form of recorded electronic
communication, charges prepaid and confirmed in writing, as follows:

Computershare Investor Services
Inc.2nd Floor -510 Burrard StreetVancouver, British ColumbiaV6C
3B9

Attention: Senior Manager, Client
ServicesFacsimile: (604) 661-9401

Notices or demands authorized or required by this Agreement to
be given or made by the Company or the Rights Agent to or on any Holder of
Rights shall be sufficiently given or made if delivered or sent by first-class
mail, postage prepaid, addressed to such Holder at the address of such Holder as
it appears upon the Rights Register or, prior to the Separation Time, on the
registry books of the transfer agent for the Common Shares. Any notice which is
mailed in the manner herein provided shall be deemed given, whether or not the
Holder receives the notice.

Any notice given or made in accordance with this Section 5.9
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
Company and the Rights Agent may from time to time change its address for notice
by notice to the other given in the manner aforesaid.

---

- 46 -

5.10Costs of Enforcement

The Company agrees that if the
Company or any other Person the securities of which are purchasable upon
exercise of Rights fails to fulfil any of its obligations pursuant to this
Agreement, then the Company or such Person will reimburse the Holder of any
Rights for the costs and expenses (including reasonable legal fees) incurred by
such Holder in actions to enforce his rights pursuant to any Rights or this
Agreement.

5.11Benefits of this Agreement

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

5.12Governing Law

This Agreement and each Right
issued hereunder shall be deemed to be a contract made under the laws of the
Province of British Columbia 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.

5.13Language

Les parties aux présentes ont
exigées que la présente convention ainsi que tous les documents et avis qui s'y
rattachent et/ou qui en découleront soient rédigés en langue anglaise. The
parties hereto have required that this Agreement and all documents and notices
related thereto and/or resulting therefrom be drawn up in the English
language.

5.14Severability

If any Section, Subsection,
Clause, Subclause, term or provision hereof or the application thereof to any
circumstance or any right hereunder shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such Section, Subsection, Clause,
Subclause, term or provision or such right shall be ineffective only as to such
jurisdiction and to the extent of such invalidity or unenforceability in such
jurisdiction without invalidating or rendering unenforceable or ineffective the
remaining Sections, Subsections, Clauses, Subclauses, terms and provisions
hereof or rights hereunder in such jurisdiction or the application of such
Section, Subsection, Clause, Subclause, term or provision or rights hereunder in
any other jurisdiction or to circumstances other than those as to which it is
specifically held invalid or unenforceable.

---

- 47 -

5.15Effective Date

This Agreement is in full force
and effect in accordance with its terms from immediately after the close of the
annual general meeting of shareholders of the Company held on September 6,
2012.

5.16Reconfirmation

This Agreement must be
reconfirmed by a resolution passed by a majority of the votes cast by the
Independent Shareholders present or represented by proxy at the annual meeting
of shareholders of the Company held in 2015 and at every third annual meeting of
shareholders of the Company thereafter at which this Agreement has been
reconfirmed pursuant to this Section 5.16. If this Agreement is not so
reconfirmed or is not presented for reconfirmation at any such annual meeting,
this Agreement and all outstanding Rights shall terminate and be void and of no
further force and effect on and from the date of termination of any such annual
meeting; provided, however, that termination shall not occur if a Flip-in Event
has occurred (other than a Flip-in Event which has been waived pursuant to the
terms hereof), prior to the date upon which this Agreement would otherwise
terminate pursuant to this Section 5.16.

5.17Determinations 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, for the purposes of this
Agreement shall not subject the Board of Directors or any director of the
Company to any liability to the Holders of the Rights.

5.18Rights of Board of Directors and the
Company

Without limiting the generality
of the foregoing, nothing contained herein shall be construed to suggest or
imply that the Board of Directors shall not be entitled to recommend that
holders of Voting Shares reject or accept any Take-over Bid or take any other
action (including, without limitation, the commencement, prosecution, defence or
settlement of any litigation and the submission of additional or alternative
Take-over Bids or other proposals to the holders of the Voting Shares with
respect to any Take-over Bid or otherwise that the Board of Directors believes
is necessary or appropriate in the exercise of its fiduciary duties.

5.19Regulatory Approvals

Any obligation of the Company or
action or event contemplated by this Agreement shall be subject to the receipt
of any requisite approval or consent from any governmental or regulatory
authority, including any necessary approvals of any stock exchange. Any
amendment or supplement to this Agreement is subject to the approval of any
stock exchange on which the Common Shares are listed.

---

- 48 -

5.20Declaration as to Non-Canadian
Holders

If, in the opinion of the Board
of Directors (who may rely upon the advice of counsel), any action or event
contemplated by this Agreement would require compliance by the Company with the
securities laws or comparable legislation of a jurisdiction outside Canada, the
Board of Directors acting in good faith shall take such actions as it may deem
appropriate to ensure compliance. In no event shall the Company 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 or the United States, in which such issue or
delivery would be unlawful without registration of the relevant Persons or
securities for such purposes.

5.21Time of the Essence

Time shall be of the essence in
this Agreement.

5.22Successors

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

5.23Execution in Counterparts

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

---

- 49 -

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

| |     | PACIFIC RIM MINING CORP.                    |    
| | --- | ------------------------------------------- | ---
| | By: |                                             |    
| |     | President and Chief Executive
      Officer
| |     |                                             |    
| | By: |                                             |    
| |     | Corporate Secretary                         |    
| |     |                                             |    
| |     |                                             |    
| |     | COMPUTERSHARE INVESTOR                      |    
| |     | SERVICES INC.                               |    
| | By: |                                             |    
| |     | Authorized Signatory                        |    
| |     |                                             |    
| | By: |                                             | c/s
| |     | Authorized Signatory                        |    

---

Exhibit A

PACIFIC RIM MINING CORP.

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT

[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 SUBSECTION 3.1(b) OF THE
RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON, OR
TRANSFEREES OF AN ACQUIRING PERSON OR ITS ASSOCIATES OR AFFILIATES (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN
CONCERT WITH ANY OF THEM, MAY BECOME VOID WITHOUT ANY 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 entitles the registered holder
thereof, subject to the terms, provisions and conditions of the Shareholder
Rights Plan Agreement dated as of the 6thday of September, 2012 (the
"Rights Agreement") between Pacific Rim Mining Corp., a corporation
subsisting under the Business Corporations Act(British Columbia) (the
"Corporation") and Computershare Investor Services Inc., a company
existing under the laws of Canada, as rights agent (the "Rights Agent",
which term shall include any successor Rights Agent under the Rights Agreement)
to purchase from the Company at any time after the Separation Time (as such term
is defined in the Rights Agreement) and prior to the Expiration Time (as such
term is defined in the Rights Agreement), one fully paid and non-assessable
Common Share of the Company (a "Common Share") at the Exercise Price
referred to below, upon presentation and surrender of this Rights Certificate
together with the Form of Election to Exercise duly executed and submitted to
the Rights Agent at its principal office in the city of Vancouver. The Exercise
Price shall initially be $100 (Canadian) per Right and shall be subject to
adjustment in certain events as provided in the Rights Agreement.

In certain circumstances
described in the Rights Agreement, the number of Common Shares which each Right
entitles the registered holder thereof to purchase shall be adjusted as provided
in the Rights Agreement.

This Rights Certificate is
subject to all of the terms, provisions and conditions of the Rights Agreement,
which terms, provisions and conditions are hereby incorporated herein by
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 Company
and the holders of the Rights. Copies of the Rights Agreement are on file at the registered office of the Company
and are available upon written request.

---

This Rights Certificate, with or
without other Rights Certificates, upon surrender at any of the offices of the
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 entitling the holder to purchase a like aggregate
number of Common Shares as the Rights evidenced by the Rights Certificate or
Rights Certificates 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.

Subject to the provisions of the
Rights Agreement, the Rights evidenced by this Rights Certificate may be, and
under certain circumstances are required to be, redeemed by the Company at a
redemption price of $0.00001 (Canadian) per Right.

No fractional Common Shares will
be issued upon the exercise of any Right or Rights evidenced hereby, but 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, receive dividends or be deemed
for any purpose the holder of Common Shares or of any other securities of the
Company which may at any time be issuable upon the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to confer upon
the holder hereof, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders of the Company 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 of the Company (except as provided in the Rights
Agreement), or to receive dividends, distributions 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 Company.

Date: ____________________

|PACIFIC RIM MINING CORP.                   |                                           
|------------------------------------------ | ------------------------------------------
|By: ______________________________________ | By:
______________________________________
|Countersigned:                             |                                           
|COMPUTERSHARE INVESTOR SERVICES INC.      
|By: ______________________________________ |                                           
|Authorized
      Signature                 |                                           

---

(To be attached to each Rights Certificate)FORM OF
ELECTION TO EXERCISE

|TO:     | PACIFIC RIM MINING CORP.             
|------- | -------------------------------------
|        |                                      
|AND TO: | COMPUTERSHARE TRUST COMPANY OF CANADA

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

|                                                                        | 
|----------------------------------------------------------------------- | 
|(Name)                                                                  | 
|                                                                        | 
|(Address)                                                               | 
|                                                                        | 
|(City and Province or State)                                            | 
|                                                                        | 
|(Social Insurance Number or other taxpayer identification
      number) | 

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

|                                                                        | 
|----------------------------------------------------------------------- | 
|(Name)                                                                  | 
|                                                                        | 
|(Address)                                                               | 
|                                                                        | 
|(City and Province or State)                                            | 
|                                                                        | 
|(Social Insurance Number or other taxpayer identification
      number) | 

---

|Dated: ______________________________ | Signature: ______________________________                                                                                                                                          
|------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                    
|Signature Guaranteed:                 | (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
Schedule 1 Canadian chartered bank or an eligible guarantor institution with
membership in an approved signature guarantee medallion program.

---

CERTIFICATE

(To be completed if true)

The undersigned hereby
represents, 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 never been, Beneficially Owned by an Acquiring Person or
an Affiliate or Associate thereof or any Person acting jointly or in concert
with any of the foregoing (all capitalized terms are used as defined in the
Rights Agreement).

Signature: ______________________________

NOTICE

In the event the certification
set forth in the Form of Election to Exercise is not completed, the Company will
deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (all capitalized
terms are used as defined in the Rights Agreement) and accordingly such Rights
shall be null and void.

---

FORM OF ASSIGNMENT

(To be executed by the registered holder if suchholder
desires to transfer the Rights Certificate)

|FOR VALUE RECEIVED                             |                                                    
|---------------------------------------------- | ---------------------------------------------------
|                                               |                                                    
|hereby sells, assigns and transfers
      unto |                                                    
|                                               | (Please print name and address of
      transferee)

the Rights represented by this Rights Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitutes and appoints, as attorney, to transfer the within Rights on the
books of the Company, with full power of substitution.

|Dated: ______________________________ | Signature: ______________________________                                                                                                                                          
|------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                    
|Signature Guaranteed:                 | (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
Schedule 1 Canadian chartered bank or an eligible guarantor institution with
membership in an approved signature guarantee medallion program.

CERTIFICATE

(To be completed if true)

The undersigned hereby
represents, 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 never been, Beneficially Owned by an Acquiring Person or
an Affiliate or Associate thereof or any Person acting jointly or in concert
with any of the foregoing (all capitalized terms are used as defined in the
Rights Agreement).

Signature: ______________________________

NOTICE

In the event the certification
set forth in the Form of Assignment is not completed, the Company will deem the
Beneficial Owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (all capitalized terms are
used as defined in the Rights Agreement) and accordingly such Rights shall be
null and void.

---