exv4w3






Exhibit 4.3




NIMIN CAPITAL CORP.




2009 STOCK OPTION PLAN



Effective September 4, 2009



ARTICLE 1


GENERAL




	1.1	 	Purpose





     The purpose of this Plan is to advance the interests of the Corporation by: (i) providing
Eligible Persons with additional incentive; (ii) encouraging stock ownership by Eligible Persons;
(iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation;
(iv) encouraging Eligible Persons to remain with the Corporation or its Affiliates; and (v)
attracting new employees, officers, directors and Consultants to the Corporation or its Affiliates.




	1.2	 	Administration






	 	(a)	 	This Plan will be administered by the Board or a committee of the Board duly
appointed for this purpose by the Board and consisting of not less than three (3)
directors. If a committee is appointed for this purpose, all references to the term
“Board” will be deemed to be references to the appointed committee.
	 
	 	(b)	 	Subject to the limitations of this Plan, the Board has the authority: (i) to
grant Options to purchase Shares to Eligible Persons; (ii) to determine the terms,
including the limitations, restrictions and conditions, if any, upon such grants; (iii)
to interpret this Plan and to adopt, amend and rescind such administrative guidelines
and other rules and Regulations relating to this Plan as it may from time to time deem
advisable, subject to required prior approval by any applicable regulatory authority;
and (iv) to make all other determinations and to take all other actions in connection
with the implementation and administration of this Plan as it may deem necessary or
advisable. The Board’s guidelines, rules, Regulations, interpretations and
determinations will be conclusive and binding upon all parties.






	1.3	 	Interpretation





     For the purposes of this Plan, the following terms have the following respective meanings
unless otherwise specifically defined elsewhere in this Plan:




	 	(a)	 	“Affiliate” means any corporation that is an affiliate of the Corporation as
defined in the Securities Act (Alberta);
	 
	 	(b)	 	“Affiliated Entity” means, for the Corporation, a person or company that
Controls or is Controlled by the same person or company that controls the Corporation;
	 
	 	(c)	 	“Associate”, where used to indicate a relationship with any person or company,
is as defined in the Securities Act (Alberta);
	 
	 	(d)	 	“Board” means the Board of Directors of the Corporation or a committee thereof
appointed in accordance with this Plan;




 









 






	 	(e)	 	“Change of Control” means the occurrence of any one or more of the following:






	 	(i)	 	a consolidation, merger, amalgamation, arrangement or other
reorganization or acquisition involving the Corporation or any of its
Affiliates and another corporation or other entity, as a result of which the
holders of Shares prior to the completion of the transaction hold less than 50%
of the outstanding shares of the successor corporation after completion of the
transaction;
	 
	 	(ii)	 	the sale, lease, exchange or other disposition, in a single
transaction or a series of related transactions, of assets, rights or
properties of the Corporation and/or any of its Subsidiaries which have an
aggregate book value greater than 30% of the book value of the assets, rights
and properties of the Corporation and its Subsidiaries on a consolidated basis
to any other person or entity, other than a disposition to a wholly-owned
subsidiary of the Corporation in the course of a reorganization of the assets
of the Corporation and its subsidiaries;
	 
	 	(iii)	 	a resolution is adopted to wind-up, dissolve or liquidate the
Corporation;
	 
	 	(iv)	 	any person, entity or group of persons or entities acting
jointly or in concert (an “Acquiror”) acquires or acquires control (including,
without limitation, the right to vote or direct the voting) of Voting
Securities of the Corporation which, when added to the Voting Securities owned
of record or beneficially by the Acquiror or which the Acquiror has the right
to vote or in respect of which the Acquiror has the right to direct the voting,
would entitle the Acquiror and/or Associates and/or Affiliates of the Acquiror
to cast or to direct the casting of 20% or more of the votes attached to all of
the Corporation’s outstanding Voting Securities which may be cast to elect
directors of the Corporation or the successor corporation (regardless of
whether a meeting has been called to elect directors);
	 
	 	(v)	 	as a result of or in connection with: (A) a contested election
of directors; or (B) a consolidation, merger, amalgamation, arrangement or
other reorganization or acquisition involving the Corporation or any of its
Affiliates and another corporation or other entity, the nominees named in the
most recent Management Information Circular of the Corporation for election to
the Board shall not constitute a majority of the Board; or
	 
	 	(vi)	 	the Board adopts a resolution to the effect that a Change of
Control as defined herein has occurred or is imminent.





For the purposes of the foregoing, “Voting Securities” means Shares and any other
shares entitled to vote for the election of directors of the Corporation and shall
include any security, whether or not issued by the Corporation, which are not shares
entitled to vote for the election of directors of the Corporation but are
convertible into or exchangeable for shares which are entitled to vote for the
election of directors of the Corporation including any options or rights to purchase
such shares or securities;




	 	(f)	 	“Control” means the ability of a person or company, directly or indirectly, to
direct management and policies of another person or company, as defined in the
Securities Act (Alberta);
	 
	 	(g)	 	“Code” means The United States Internal Revenue Code of 1986, as amended;
	 
	 	(h)	 	“Consultants” means individuals, including advisors, other than employees and
officers and directors of the Corporation or an Affiliated Entity that are engaged to
provide consulting, technical, management or other services to the Corporation or any
Affiliated Entity under a written contract between the Corporation or the Affiliated
Entity and the individual or a company of





- 2 -









 






which the individual consultant is an employee or shareholder or a partnership of
which the individual consultant is an employee or partner;




	 	(i)	 	“Corporation” means NiMin Capital Corp.;
	 
	 	(j)	 	“Eligible Person” means, subject to the Regulations and to all applicable law,
any employee, officer, director, or Consultant of: (i) the Corporation; or (ii) any
Affiliated Entity (and includes any such person who is on a leave of absence authorized
by the Board or the board of directors of any Affiliated Entity), provided, however,
that with respect to Incentive Stock Options, only employees of the Corporation and its
Subsidiaries are Eligible Persons;
	 
	 	(k)	 	“Holding Company” means a holding company wholly-owned and controlled by an
Eligible Person;
	 
	 	(l)	 	“Incentive Stock Option” means an Option meeting the requirements and
containing the limitations and restrictions set forth in section 422 of the Code;
	 
	 	(m)	 	“Insider” means: (i) an insider as defined in the Securities Act (Alberta)
other than a person who is an Insider solely by virtue of being a director or senior
officer of a Subsidiary of the Corporation; and (ii) an Associate of any person who is
an insider by virtue of (i);
	 
	 	(n)	 	“Market Price” means the volume weighted average trading price of the Shares,
calculated by dividing the total value by the total volume of Shares on the TSX, or
another stock exchange where the majority of the trading volume and value of the Shares
occurs, for the five (5) trading days immediately preceding the day the Option is
granted;
	 
	 	(o)	 	“Non-Qualified Stock Option” means an Option which is not an Incentive Stock
Option;
	 
	 	(p)	 	“Option” means a right granted to an Eligible Person to purchase Shares
pursuant to the terms of this Plan and includes, Incentive Stock Options and
Non-Qualified Stock Options, collectively;
	 
	 	(q)	 	“Participant” means an Eligible Person to whom or to whose RRSP or to whose
Holding Company an Option has been granted;
	 
	 	(r)	 	“Plan” means the Corporation’s 2009 Stock Option Plan, as same may be amended
from time to time;
	 
	 	(s)	 	“Regulations” means the regulations made pursuant to this Plan, as same may be
amended from time to time;
	 
	 	(t)	 	“Retirement” in respect of a Participant means the Participant ceasing to be an
employee, officer, director or Consultant of the Corporation or an Affiliated Entity
after attaining a stipulated age in accordance with the Corporation’s normal retirement
policy or earlier with the Corporation’s consent;
	 
	 	(u)	 	“Retirement Date” means the date that a Participant ceases to be an employee,
officer, director or Consultant of the Corporation or an Affiliated Entity due to the
Retirement of the Participant;
	 
	 	(v)	 	“RRSP” means a registered retirement savings plan;
	 
	 	(w)	 	“Shares” means the common shares in the capital of the Corporation;
	 
	 	(x)	 	“Subsidiary” means a corporation which is a subsidiary of the Corporation as
defined under the Securities Act (Alberta);




- 3 -









 






	 	(y)	 	“10% Holder” means an Eligible Person who immediately after the granting of an
Incentive Stock Option owns more than 10% of the issued and outstanding Shares. For
purposes of this calculation, an Eligible Person is deemed to own all Shares owned by
such Eligible Person’s brothers, sisters, spouse, ancestors, and lineal descendants and
the Eligible Person’s pro rata share of all Shares owned by corporations, partnerships,
estates and trusts in which the Eligible Person has an interest;
	 
	 	(z)	 	“Termination” means: (i) in the case of an employee, the termination of the
employment of the employee with or without cause by the Corporation or an Affiliated
Entity or cessation of employment of the employee with the Corporation or an Affiliated
Entity as a result of resignation or otherwise other than the Retirement of the
employee; (ii) in the case of an officer or director, the removal of or failure to
re-elect or re-appoint the individual as an officer or director of the Corporation or
an Affiliated Entity (other than through the Retirement of an officer); and (iii) in
the case of a Consultant, the termination of the services of a Consultant by the
Corporation or an Affiliated Entity (other than through the Retirement of a
Consultant);
	 
	 	(aa)	 	“Termination Date” means the date on which a Participant ceases to be an
Eligible Person due to the Termination of the Participant;
	 
	 	(bb)	 	“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition,
mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement
by which possession, legal title or beneficial ownership passes from one person to
another, or to the same person in a different capacity, whether or not voluntary and
whether or not for value, and any agreement to effect any of the foregoing; and
	 
	 	(cc)	 	“TSX” means the Toronto Stock Exchange.





     Words importing the singular number include the plural and vice versa and words importing the
masculine gender include the feminine.


     This Plan is to be governed by and interpreted in accordance with the laws of the Province of Alberta.





	1.4	 	Shares Reserved under the Stock Option Plan






	 	(a)	 	Subject to Section 1.4(b) hereof, the maximum number of Shares available for
issuance from treasury under this Plan, subject to adjustment pursuant to Section 3.2,
is limited to that number of Shares as is equal to fifteen percent (15%) of the issued
and outstanding Shares from time to time. Any Shares subject to an Option which has
been granted under this Plan and which Option has been cancelled or terminated in
accordance with the terms of this Plan without having been exercised will again be
available under this Plan.
	 
	 	(b)	 	The aggregate number of Shares reserved for issuance pursuant to Options
granted to Insiders at any time under this Plan and under all of the Corporation’s
other security based compensation arrangements shall not exceed 10% of the total number
of Shares then outstanding. The aggregate number of Shares that may be issued upon
exercise of Options to Insiders within any one (1) year period under this Plan and
under all of the Corporation’s other security based compensation arrangements shall not
exceed 10% of the total number of Shares then outstanding. For purposes of this Section
1.4, the number of Shares then outstanding shall mean the number of Shares outstanding
on a non-diluted basis immediately prior to the proposed grant of the applicable
Option.
	 
	 	(c)	 	Notwithstanding anything to the contrary in this Plan and subject to the
provisions of Section 3.2 related to Capital Adjustments and sections 422 and 424 of
the Code, the aggregate maximum number of Shares that may be issued pursuant to the
exercise of the Incentive Stock Options shall




- 4 -









 






	 	 	 	be limited to that number of Shares as is equal to fifteen percent (15%) of the
issued and outstanding Shares from time to time.
	 
	 	(d)	 	If the aggregate value (determined at the time the Incentive Stock Option is
granted) with respect to which Incentive Stock Options are exercisable for the first
time by a Participant during any calendar year under this Plan and all other plans of
the Corporation and its Subsidiaries exceeds US$100,000, then notwithstanding anything
to the contrary in this Plan, such Incentive Stock Options shall be treated as
Non-Qualified Stock Options to the extent of the excess.





ARTICLE 2




OPTION GRANTS AND TERMS OF OPTIONS





	2.1	 	Grants





     Subject to this Plan, the Board will have the authority to determine the Eligible Persons to
whom Options will be granted, the number of Shares subject to each Option, whether Options will be
Incentive Stock Options or Non-Qualified Stock Options, limitations, restrictions and conditions,
if any, in addition to those set out in this Plan, applicable to the exercise of an Option,
including, without limitation, the nature and duration of the restrictions, if any, to be imposed
upon the sale or other disposition of Shares acquired upon exercise of the Option, and the nature
of the events, if any, and the duration of the period in which any Participant’s rights in respect
of Shares acquired upon exercise of an Option may be forfeited, provided that no Incentive Stock
Options may be granted more than ten (10) years after the earlier of: (i) the date on which this
Plan is adopted by the Board; or (ii) the date on which this Plan is approved by the shareholders
of the Corporation. An Eligible Person, an Eligible Person’s RRSP and an Eligible Person’s Holding
Company may receive Options on more than one occasion under this Plan and may receive separate
Options on any one occasion, provided that an Incentive Stock Option may only be received by an
Eligible Person.




	2.2	 	Exercise of Options






	 	(a)	 	Options granted must be exercised no later than ten (10) years after the date
of grant or such lesser period as the applicable grant or Regulations may require.
Notwithstanding the foregoing the term of any Incentive Stock Option held by a 10%
Holder shall not exceed five (5) years after the date of grant. In the event that any
Option expires during, or within 48 hours after, a self imposed blackout period on
trading securities of the Corporation, such expiry date will become the tenth day
following the end of the blackout period.
	 
	 	(b)	 	The Board may determine when an Option will become exercisable and may
determine that the Option will be exercisable in installments or pursuant to a vesting
schedule.
	 
	 	(c)	 	No fractional Shares may be issued pursuant to Options granted and the Board
may determine the manner in which fractional Share value will be treated.
	 
	 	(d)	 	A minimum of 100 Shares must be purchased by a Participant upon exercise of
Options at any one time, except where the remainder of Shares available for purchase
pursuant to Options granted to such Participant totals less than 100.






	2.3	 	Option Price





     The Board will establish the exercise price of an Option at the time each Option is granted,
provided that such exercise price per Share shall not be less than the Market Price per Share,
except that if the Participant is a 10% Holder who is granted an Incentive Stock Option, then such
exercise price per Share shall not be less than 110% of the Market Price per Share. In any event,
if the Market Price per Share (as calculated herein) shall be determined by the Board to be less
than the “fair market value” (or in the case of an Incentive Stock Option granted to a 10% Holder,
less than 110% of the “fair market value”) of the Share on the date of the grant of the Option (as
referred to



- 5 -









 




in section 422(b)(4) of the Code), then the Board may increase the exercise price for such
Option to an amount deemed to satisfy the minimum exercise price requirements described in this
Section 2.3.





	2.4	 	Grant to Participant’s RRSP or Holding Company





     Upon written notice from an Eligible Person, any Option that might otherwise be granted to
that Eligible Person, may be granted, in whole or in part, to an RRSP or a Holding Company
established by and for the sole benefit of the Eligible Person. An Eligible Person’s right to
direct the grant of an Incentive Stock Option pursuant to this Section 2.4 shall be restricted as
provided under section 422 of the Code and the regulations related thereto.




	2.5	 	Termination, Retirement or Death






	 	(a)	 	Subject to section 2.8 hereof, in the event of the Termination or Retirement of
a Participant, each Option held by the Participant, the Participant’s RRSP or the
Participant’s Holding Company, will cease to be exercisable within a period of 30 days
after the Termination Date or Retirement Date, as the case may be, or such longer
period as determined by the Board, provided that any such longer period shall not
extend beyond 90 days after the Termination Date or Retirement Date with respect to any
Incentive Stock Option. Such determination by the Board of a longer period may be made
at any time subsequent to the date of grant of an Option, provided that no Option shall
remain outstanding for any period which exceeds the expiry date of such Option. The
Board may delegate authority to the Chief Executive Officer, of the Corporation to make
any determination with respect to the expiry or termination date of Options held by any
departing Participant, other than a departing non-management director. If any portion
of an Option has not vested on the Termination Date or Retirement Date, as the case may
be, the Participant, the Participant’s RRSP or the Participant’s Holding Company may
not, after the Termination Date or Retirement Date, as the case may be, exercise such
portion of the Option which has not vested, provided that the Board may determine at
any time, including for greater certainty at any time subsequent to the date of grant
of the Options, that such portion of the Option vests automatically or pursuant to a
vesting schedule determined by the Board. The Board may delegate authority to the
Chief Executive Officer to make any determination with respect to vesting of Options or
any portion thereof held by any departing Participant. Without limitation, and for
greater certainty only, this subsection (a) will apply regardless of whether the
Participant was dismissed with or without cause and regardless of whether the
Participant received compensation in respect of dismissal or was entitled to a period
of notice of termination which would otherwise have permitted a greater portion of the
Option to vest.
	 
	 	(b)	 	If a Participant dies, the legal representatives of the Participant may
exercise the Options held by the Participant, the Participant’s RRSP and the
Participant’s Holding Company within a period after the date of the Participant’s death
as determined by the Board, provided that, such period shall not extend beyond 12
months following the death of the Participant with respect to any Incentive Stock
Option held by the Participant. For greater certainty, such determination may be made
at any time subsequent to the date of grant of the Options, provided that no Option
shall remain outstanding beyond 12 months following the date of death or such other
period as determined by the Board (subject to the previous limitation with respect to
Incentive Stock Options), provided that, in any event, no Option shall remain
outstanding for any period that exceeds the expiry date of such Option. The Board may
determine at any time, including for greater certainty at any time subsequent to the
date of grant of the Options, that such portion of the Option vests automatically or
pursuant to a vesting schedule determined by the Board. The Board may delegate
authority to the Chief Executive Officer to make any determination with respect to the
expiry or termination date of Options or vesting of Options or any portion thereof held
by any deceased Participant. If the legal representative of a Participant who has died
exercises the Option of the Participant or the Participant’s RRSP or the Participant’s
Holding Company in accordance with the terms of this Plan, the Corporation will have no
obligation to issue the Shares until evidence satisfactory to the Corporation has been
provided by the legal representative that the legal representative is entitled to act
on behalf of the Participant, the Participant’s RRSP or the Participant’s Holding
Company to purchase the Shares under this Plan.




- 6 -









 












	2.6	 	Option Agreements





     Each Option must be confirmed, and will be governed, by an agreement in a form determined by
the Board and signed by the Corporation and the Participant or an RRSP of which the Participant is
an annuitant or the Participant’s Holding Company.




	2.7	 	Payment of Option Price





     The exercise price of each Share purchased under an Option must be paid in full by bank draft
or certified cheque at the time of exercise or in such other form of payment or terms of payment
that the Board, in its sole discretion, determines is appropriate, so long as the Shares underlying
the relevant Option, are outstanding as fully paid and non-assessable. Upon receipt of payment in
full, but subject to the terms of this Plan, the number of Shares in respect of which an Option is
exercised will be duly issued as fully paid and non-assessable. Certificates representing the
number of Shares in respect of which an Option has been exercised will be issued only upon payment
in full of the relevant exercise price to the Corporation.




	2.8	 	Acceleration on Change of Control





     In the event of a Change of Control, all Options outstanding shall be immediately exercisable,
notwithstanding any determination of the Board pursuant to Section 2.2 hereof, if applicable, and
the expiry date of such Options shall remain the same. In any event, upon a Change of Control,
Participants shall not be treated any more favourably than shareholders of the Corporation with
respect to the consideration that the Participant would be entitled to receive for their Shares.



ARTICLE 3




MISCELLANEOUS




3.1   Prohibition on Transfer of Options




     Options are personal to each Eligible Person. Without the express written permission of the
Corporation, no Eligible Person or RRSP or Holding Company of an Eligible Person may deal with any
Options or any interest in them or Transfer any Options now or hereafter held by the Eligible
Person or RRSP or Holding Company. If a Participant’s Holding Company ceases to be wholly-owned
and controlled by the Participant, such Participant will be deemed to have Transferred any Options
held by such Holding Company. A purported Transfer of any Options without the permission of the
Corporation will not be valid and the Corporation will not issue any Shares upon the attempted
exercise of improperly Transferred Options. In addition, no Incentive Stock Option may be
transferred unless such Transfer is permissible under section 422 of the Code and the regulations
thereunder (or any successor provisions).




	3.2	 	Capital Adjustments





     If there is any change in the outstanding Shares by reason of a stock dividend or split,
recapitalization, consolidation, combination or exchange of shares, or other fundamental corporate
change, the Board will make, subject to any prior approval required of relevant stock exchanges or
other applicable regulatory authorities, if any, an appropriate substitution or adjustment in: (i)
the exercise price of any unexercised Options under this Plan; (ii) the number or kind of shares or
other securities reserved for issuance pursuant to this Plan; and (iii) the number and kind of
shares subject to unexercised Options theretofore granted under this Plan; provided, however, that
no substitution or adjustment will obligate the Corporation to issue or sell fractional shares. In
the event of the reorganization of the Corporation or the amalgamation or consolidation of the
Corporation with another corporation, the Board may make such provision for the protection of the
rights of Eligible Persons, Participants, their RRSPs and their Holding Companies as the Board in
its discretion deems appropriate. The determination of the Board, as to any adjustment or as to
there being no need for adjustment, will be final and binding on all parties.



- 7 -









 






	3.3	 	Non-Exclusivity





     Nothing contained herein will prevent the Board from adopting other or additional compensation
arrangements for the benefit of any Eligible Person or Participant, subject to any required
regulatory or shareholder approval.




	3.4	 	Amendment and Termination





     Except as otherwise set out below, the Board shall seek shareholder and regulatory approval
for any amendments to the Plan. The Board may discontinue the Plan at any time without first
obtaining shareholder approval, provided that, without the consent of a Participant, such
discontinuance may not in any manner adversely affect the Participant’s rights under any Option
granted under the Plan.



     The Board may, subject to receipt of requisite regulatory approval, where required, and
without further shareholder approval, in its sole discretion make the following amendments or
modifications to the Plan and to any outstanding Option granted pursuant to the Plan:




	 	(a)	 	curing any ambiguity, error or omission in the Plan or correcting or
supplementing any provision of the Plan that is inconsistent with any other provision
of the Plan;
	 
	 	(b)	 	reflecting changes to applicable securities laws;
	 
	 	(c)	 	changing the termination provisions of an Option or the Plan which do not
entail an extension beyond the original expiry date;
	 
	 	(d)	 	including the addition of a cashless exercise feature, payable in cash or
securities, which provides for a full deduction of the number of underlying securities
from the Plan reserve;
	 
	 	(e)	 	ensuring that the Options granted under the Plan will comply with any
provisions respecting income tax and other laws in force in any country or jurisdiction
of which a Participant may from time to time be resident or a citizen and;
	 
	 	(f)	 	amending or modifying, subject to the consent of the Participant affected
thereby, any outstanding Option granted to a non Insider, in any manner to the extent
that the Board would have had the authority to initially grant the Option as so
modified or amended, including without limitation, to change the date or dates as of
which, or the price at which, an Option becomes exercisable; provided, however, that
the consent of the Participant shall not be required where the rights of the
Participant are not adversely affected, and for greater certainty, no amendment to an
Incentive Stock Option may be made by the Board, without the consent of the
Participant, if such amendment would cause the Incentive Stock Option to no longer
qualify as an Incentive Stock Option.





     Notwithstanding the foregoing, the Corporation shall obtain requisite shareholder approval in
respect of amendments to the Plan to the extent such approval is required by any applicable laws or
regulations.




	3.5	 	Right to Terminate Options on Sale of Corporation





     Notwithstanding any other provision of this Plan, if the Board at any time by resolution
declares it advisable to do so in connection with any proposed sale or conveyance of all or
substantially all of the property and assets of the Corporation or any proposed merger,
consolidation, amalgamation or offer to acquire all of the outstanding Shares (collectively, the
“Proposed Transaction”), the Corporation may give written notice to all Participants advising them
that, within 30 days after the date of the notice and not thereafter, each Participant must advise
the Board whether the Participant desires to exercise its Options prior to the closing of the
Proposed Transaction, and that upon the failure of a Participant to provide such notice within the
30-day period, all rights of the Participant will terminate, provided that the Proposed Transaction
is completed within 180 days after the date of



- 8 -









 




the notice. If the Proposed Transaction is not completed within the 180-day period, no right
under any Option will be exercised or affected by the notice, except that the Option may not be
exercised between the date of expiration of the 30-day period and the day after the expiration of
the 180-day period. If a Participant gives notice that the Participant desires to exercise its
Options prior to the closing of the Proposed Transaction, then all Options which the Participant
elected by notice to exercise will be exercised immediately prior to the effective date of the
Proposed Transaction or such earlier time as may be required to complete the Proposed Transaction.





	3.6	 	Withholding Obligation





     Unless prohibited by the terms of an Agreement described in Section 2.6, the Corporation may,
in its sole discretion, satisfy any tax withholding obligation relating to an Option by any of the
following means (in addition to the Corporation’s right to withhold from any compensation paid to
the Participant by the Corporation) or by a combination of such means: (i) causing the Participant
to tender a cash payment; (ii) withholding Shares from the Shares issued or otherwise issuable to
the Participant in connection with the Option; or (iv) by such other method as may be set forth in
the Agreement described in Section 2.6.




	3.7	 	Compliance with Legislation





     The Board may postpone or adjust any exercise of any Option or the issue of any Shares
pursuant to this Plan as the Board in its discretion may deem necessary in order to permit the
Corporation to effect or maintain registration of this Plan or the Shares issuable pursuant thereto
under the securities laws of any applicable jurisdiction, or to determine that the Shares and this
Plan are exempt from such registration. The Corporation is not obligated by any provision of this
Plan or any grant hereunder to sell or issue Shares in violation of any applicable law. In
addition, if the Shares are listed on the TSX or another recognized stock exchange, the Corporation
will have no obligation to issue any Shares pursuant to this Plan unless the Shares have been duly
listed, upon official notice of issuance, on a stock exchange on which the Shares are listed for
trading.




	3.8	 	Rights of Participant





     No Participant entitled to exercise any Option granted under the Plan shall have any of the
rights or privileges of a shareholder of the Corporation in respect of any Share issuable upon
exercise of such Option until certificates representing such Shares shall have been issued.




	3.9	 	Effective Date





     This Plan shall be effective on September 4, 2009, subject to shareholder approval which is
expected to be received at the Corporation’s special meeting to be held on or about July 16, 2009.




- 9 -