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SHAREHOLDER RIGHTS PLAN AGREEMENT

BETWEEN

GREAT PANTHER RESOURCES LIMITED

AND

COMPUTERSHARE INVESTOR SERVICES INC.

March 7, 2008

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TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

|Section 1.1 | Certain
      Definitions          | 4 
|----------- | ---------------------------------- | --
|Section 1.2 | Currency                           | 13
|Section 1.3 | Headings                           | 13
|Section 1.4 | Number
      and Gender            | 13
|Section 1.5 | Acting
      Jointly or in Concert | 13
|Section 1.6 | Statutory
      References         | 13

ARTICLE 2 THE RIGHTS

|Section 2.1  | Legend
      on Common Share Certificates                                   | 14
|------------ | --------------------------------------------------------------------------- | --
|Section 2.2  | Initial
      Exercise Price; Exercise of Right; Detachment of Rights       | 14
|Section 2.3  | Adjustments
      to Exercise Price; Number of Rights                       | 16
|Section 2.4  | Date
      on Which Exercise is Effective                                   | 20
|Section 2.5  | Execution,
      Authentication, Delivery and Dating of Rights Certificates | 20
|Section 2.6  | Registration,
      Registration of Transfer and Exchange                   | 20
|Section 2.7  | Mutilated,
      Destroyed, Lost and Stolen Rights Certificates             | 21
|Section 2.8  | Persons
      Deemed Owners                                                 | 21
|Section 2.9  | Delivery
      and Cancellation of Rights Certificates                      | 21
|Section 2.10 | Agreement
      of Rights Holders                                           | 22
|Section 2.11 | Rights
      Certificate Holder not Deemed a Shareholder                    | 22

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

|Section 3.1 | Flip-in
      Event | 23
|----------- | ------------------- | --

ARTICLE 4 THE RIGHTS AGENT

|Section 4.1 | General                                                        | 24
|----------- | -------------------------------------------------------------- | --
|Section 4.2 | Merger
      or Amalgamation or Change of Name of Rights Agent | 24
|Section 4.3 | Duties
      of Rights Agent                                   | 24
|Section 4.4 | Change
      of Rights Agent                                   | 26

ARTICLE 5 MISCELLANEOUS

|Section 5.1  | Redemption
      and Waiver                   | 27
|------------ | --------------------------------------------- | --
|Section 5.2  | Expiration                                    | 28
|Section 5.3  | Issuance
      of new Rights Certificates     | 28
|Section 5.4  | Supplements
      and Amendments              | 29
|Section 5.5  | Fractional
      Rights and Fractional Shares | 29
|Section 5.6  | Rights
      of Action                        | 30
|Section 5.7  | Notice
      of Proposed Actions              | 30
|Section 5.8  | Notices                                       | 30
|Section 5.9  | Successors                                    | 30
|Section 5.10 | Benefits
      of this Agreement              | 31
|Section 5.11 | Governing
      Law                           | 31
|Section 5.12 | Severability                                  | 31

2

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|Section 5.13 | Effective
      Date                                       | 31
|------------ | ---------------------------------------------------------- | --
|Section 5.14 | Determinations
      and Actions by the Board of Directors | 32
|Section 5.15 | Rights
      of Board, Corporation and Offeror             | 32
|Section 5.16 | Regulatory
      Approvals                                 | 32
|Section 5.17 | Declaration
      as to Non-Canadian Holders               | 32
|Section 5.18 | Time
      of the Essence                                  | 32
|Section 5.19 | Execution
      in Counterparts                            | 32

SCHEDULE

|Schedule A | Form
      of Rights Certificate | 34
|---------- | -------------------------------- | --

3

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SHAREHOLDER RIGHTS PLAN AGREEMENT

THIS AGREEMENT dated March
7, 2008 between Great Panther Resources Limited (the Corporation), a company
continued under the laws of British Columbia, and Computershare Investor
Services Inc., a corporation incorporated under the laws of Canada, as Rights
Agent (the Rights Agent, which term shall include any successor Rights Agent
hereunder).

WHEREAS:

|(1) | The Board of Directors has determined that it is
      advisable and in the best interests of the Corporation to adopt and
      maintain this Agreement;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|(2) | In order to implement the adoption of this Agreement, the
      Board of Directors has authorized the issuance of one
  Right:                           

| | (i)  | effective at the Record Time in respect of each Common
      Share outstanding at the Record Time;                                               
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                  
| | (ii) | in respect of each Common Share issued after the Record
      Time and prior to the earlier of the Separation Time and the Expiration
      Time;

|(3) | Each Right entitles the holder thereof, after the
      Separation Time, to purchase securities of the Corporation pursuant to the
      terms and subject to the conditions set forth in this Agreement;
  and                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                
|(4) | The Corporation desires to appoint the Rights Agent to
      act on behalf of the Corporation, and the Rights Agent is willing to so
      act, in connection with the issuance, transfer, exchange and replacement
      of Rights Certificates, the exercise of Rights and other matters referred
      to in this Agreement.

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

Section 1.1 Certain Definitions.

For purposes of the Agreement,
the following terms have the meanings indicated:

| | (a) | Acquiring Person means any Person who is the
      Beneficial Owner of twenty percent (20%) or more of the outstanding Voting
      Shares of the Corporation; provided, however, that the term Acquiring
      Person shall not include:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                         

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| |       | Corporate Distribution, Exempt Acquisition or Convertible
      Security Acquisition and, after such Corporate Acquisition, Permitted Bid
      Acquisition, Corporate Distribution, Exempt Acquisition or Convertible
      Security Acquisition, becomes the Beneficial Owner of an additional one
      percent (1%) or more of the outstanding Voting Shares of the Corporation
      other than pursuant to Corporate Acquisitions, Permitted Bid Acquisitions,
      Corporate Distributions, Exempt Acquisitions or Convertible Security
      Acquisitions, then as of the date of such acquisition, such Person shall
      become an Acquiring Person;                                                                                                                                                                                                                                                          
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) | for a period of ten (10) days after the Disqualification
      Date (as hereinafter defined), any Person who becomes the Beneficial Owner
      of twenty percent (20%) or more of the outstanding Voting Shares of the
      Corporation as a result of such Person becoming disqualified from relying
      on Clause 1.1(e)(3) hereof solely because such Person makes or proposes to
      make a Take-over Bid in respect of securities of the Corporation alone or
      by acting jointly or in concert with any other Person (the first date of
      public announcement (which, for the purposes of this definition, shall
      include, without limitation, a report filed pursuant to section 111 of the
      Securities Act (British Columbia) by such Person or the Corporation of a
      current intent to commence such a Take-over Bid being herein referred to
      as the Disqualification Date);
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)  | an underwriter or member of a banking or selling group
      that acquires Voting Shares of the Corporation from the Corporation in
      connection with a distribution of securities (including, for greater
      certainty, by way of private placement of such securities) to the public;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (v)   | a Person, if such Person (a Grandfathered
    Person),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

provided, however, that this exception
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 additional Voting Shares of the Corporation that increases
its Beneficial Ownership of Voting Shares by more than 1 % of the number of
Voting Shares outstanding at the Record Time (other than pursuant to one or any
combination of a Corporate Acquisition, a Permitted Bid Acquisition, a Corporate
Distribution, an Exempt Acquisition, a Convertible Security Acquisition, or
exercise of the Convertible Securities existing at the Record Time).

| | (b) | Affiliate when used to indicate a relationship
      with a specified Person, means a Person that directly or indirectly
      through one or more intermediaries, controls, or is controlled by, or is
      under common control with, such specified Person.                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | Agreement means this agreement as amended,
      modified or supplemented from time to time.                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | Associate when used to indicate a relationship
      with a specified Person, means any relative of such specified Person who
      has the same home as such specified Person, or any Person to whom such
      specified Person is married or with whom such specified Person is living
      in a conjugal relationship outside marriage, or any relative of such
      spouse or other Person who has the same home as such specified
    Person.

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| | (e) | A Person shall be deemed the Beneficial Owner,
      and to have Beneficial Ownership of, and to Beneficially
      Own:
| | --- | --------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                 
| |     |                                                                                                                                 
| |     |                                                                                                                                 
| |     |                                                                                                                                 
| |     |                                                                                                                                 
| |     |                                                                                                                                 

provided, however, that a Person shall
not be deemed the Beneficial Owner, or to have Beneficial Ownership of, or
to Beneficially Own, any security as a result of the existence of any one or
more of the following circumstances:

| | (1) | such security has been deposited or tendered, pursuant to
      a Take-over Bid made by such Person or made by any Affiliate or Associate
      of such Person or made by any other Person acting jointly or in concert
      with such Person, unless such deposited or tendered security has been
      taken up or paid for, whichever shall first occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | by reason of the holder of such security having agreed to
      deposit or tender such security to a Take-over Bid made by such Person or
      any of such Persons Affiliates or Associates or any other Person referred
      to in Clause (iii) of this definition pursuant to a Permitted Lock-Up
      Agreement, but only until such time as the deposited or tendered security
      has been taken up or paid for, whichever shall first occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (3) | such Person or any Affiliate or Associate of such Person
      or any other Person acting jointly or in concert with such Person, holds
      such security; provided that (i) the ordinary business of any such Person
      (the Fund Manager) includes the management of mutual funds or investment
      funds for others (which others may include or be limited to one or more
      employee benefit plans or pension plans) and/or includes the acquisition
      or holding of securities for a non-discretionary account of a Client (as
      defined below) by a dealer or broker registered under applicable
      securities laws to the extent required, and such security is held by the
      Fund Manager in the ordinary course of such business in the performance of
      such Fund Managers duties for the account of any other Person (a
      Client), (ii) such Person (the Trust Corporation) is licensed to carry
      on the business of a trust Corporation under applicable law and, as such,
      acts as trustee or administrator or in a similar capacity in relation to
      the estates of deceased or incompetent Persons or in relation to other
      accounts and holds such security in the ordinary course of such duties for
      the estate of any such deceased or incompetent Person (each an Estate
      Account) or for such other accounts (each an Other Account), (iii) the
      Person (the Statutory Body) is an independent Person established by
      statute for purposes that include, and the ordinary business or activity
      of such person includes, the management of investment funds for employee
      benefit plans, pension plans, insurance plans of various public bodies and
      the Statutory Body holds such security for the purposes of its activities
      as such, (iv) the ordinary business of any such Person includes acting as
      an agent of the Crown in the management of public assets (the Crown
      Agent), or (v) the Person is the administrator or the trustee of one or
      more pension funds or plans (each a Pension Fund) registered under the
      laws of Canada or any province thereof or the

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United Kingdom or the United States or
any state thereof (the Independent Person), or is a Pension Fund and holds
such securities for the purposes of its activities as an Independent Person or
as a Pension Fund, and further provided that such Pension Fund or Independent
Person does not hold more than thirty percent (30%) of the Voting Shares of the
Corporation; provided, however, that in any of the foregoing cases no one of the
Fund Manager, the Trust Corporation, the Statutory Body, the Crown Agent, the
Independent Person or the Pension Fund makes or announces a current intention to
make a Take-over Bid in respect of securities of the Corporation acting alone or
by acting jointly or in concert with any other Person (other than pursuant to a
distribution by the Corporation or by means of ordinary market transactions
(including prearranged trades entered in the ordinary course of business of such
Person) executed through the facilities of a stock exchange or organized
over-the-counter market);

| | (4) | such Person is a Client of the same Fund Manager as
      another Person on whose account the Fund Manager holds such security, or
      such Person is an Estate Account or an Other Account of the same Trust
      Corporation as another Person on whose account the Trust Corporation holds
      such security, or such Person is a Pension Fund with the same Independent
      Person as another Pension Fund;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (5) | such Person is a Client of a Fund Manager and such
      security is owned at law or in equity by the Fund Manager, or such Person
      is an Estate Account or an Other Account of a Trust Corporation and such
      security is owned at law or in equity by the Trust Corporation, or such
      Person is a Pension Fund and such security is owned at law or in equity by
      the Independent Person; or     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (6) | such Person is a registered holder of securities as a
      result of carrying on the business of, or acting as a nominee of, a
      securities depository.                                                                                                                                                                                                                                                          

For purposes of this Agreement, the
percentage of Voting Shares Beneficially Owned by any Person, shall be and be
deemed to be the product of one hundred (100) and the number of which the
numerator is the number of votes for the election of all directors generally
attaching to the Voting Shares Beneficially Owned by such Person and the
denominator of which is the number of votes for the election of all directors
generally attaching to all outstanding Voting Shares. Where any Person is deemed
to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed
to be issued and outstanding for the purpose of calculating the percentage of
Voting Shares Beneficially Owned by such Person.

| | (f) | Board of Directors means, at any time, the duly
      constituted board of directors of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | Business Day means any day other than a
      Saturday, Sunday or a day on which banking institutions in the City of
      Vancouver are authorized or obligated by law to close.                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | close of business on any given date means 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 (or, after the Separation
      Time, the office of the Rights Agent in the City of Vancouver) is closed
      to the public.                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | Common Shares, when used with reference to the
      Corporation, means the common shares in the capital of the
    Corporation.                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | Competing Bid means a Take-over Bid that: (i) is
      made while another Permitted Bid is in existence, and (ii) satisfies all
      the components of the definition of a Permitted Bid, except that the
      requirements set out in Clause (ii) of the definition of a Permitted Bid
      shall be satisfied if the Take-over Bid shall contain, and the take up and
      payment for securities tendered or deposited thereunder shall be subject
      to, an irrevocable and unqualified condition that no Voting Shares
      shall

7

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be taken up or paid for pursuant to
the Competing Bid prior to the dose of business on the date that is no earlier
than the date which is the later of thirty-five (35) days after the date the
Competing Bid is made or sixty (60) days after the earliest date on which any
other Permitted Bid or Competing Bid that is then in existence was made and only
if at that date, more than fifty percent (50%) of the then outstanding Voting
Shares held by Independent Shareholders have been deposited or tendered to the
Competing Bid and not withdrawn.

| | (k) | controlled: a Corporation is controlled
      by another Person if:                                
| | --- | -------------------------------------------------------------------------------------------------------
| |     |                                                                                                        
| |     | (i)                                                                                                    
| |     |                                                                                                        
| |     | (ii)                                                                                                   
| |     |                                                                                                        
| |     | and controls, controlling and under
      common control with shall be interpreted
  accordingly.

| | (l) | Convertible Security means at any
time:
| | --- | -----------------------------------------
| |     |                                          
| |     | (i)                                      
| |     |                                          
| |     | (ii)                                     

in each case pursuant to which the
holder thereof may acquire Voting Shares or other securities which are
convertible into or exercisable or exchangeable for Voting Shares.

| | (m) | Convertible Security Acquisition means the
      acquisition of Voting Shares upon the exercise, conversion or exchange of
      Convertible Securities received by a Person pursuant to a Permitted Bid
      Acquisition, Exempt Acquisition or a Corporate Distribution.                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                           
| | (n) | Corporate Acquisition means an acquisition by
      the Corporation or a Subsidiary of the Corporation or the redemption by
      the Corporation of Voting Shares of the Corporation which by reducing the
      number of Voting Shares of the Corporation outstanding increases the
      proportionate number of Voting Shares Beneficially Owned by any
    Person.
| |     |                                                                                                                                                                                                                                                                                                                                                                           
| | (o) | Corporate Distribution means an acquisition as a
      result of:                                                                                                                                                                                                                                                                                                       

| | (i)  | a stock dividend or a stock split or other event pursuant
      to which a Person receives or acquires Voting Shares on the same pro rata
      basis as all other holders of Voting Shares of the same class;
or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii) | any other event pursuant to which all holders of Voting
      Shares of the Corporation are entitled to receive Voting Shares or
      Convertible Securities on a pro rata basis, including, without limiting
      the generality of the foregoing, pursuant to the receipt or exercise of
      rights issued by the Corporation and distributed to all the holders of a
      class of Voting Shares to subscribe for or purchase Voting Shares or
      Convertible Securities of the Corporation, provided that such rights are
      acquired directly from the Corporation and not from any other Person and
      provided further that the Person in question does not thereby acquire a
      greater percentage of Voting Shares, or Convertible Securities
      representing the right to acquire Voting Shares of such class, than the
      percentage of Voting Shares of the class Beneficially Owned immediately
      prior to such acquisition.

| | (p) | Disqualification Datehas the meaning ascribed
      thereto in Section l.1 (a) (iii) hereof.
| | --- | ----------------------------------------------------------------------------------------------
| |     |                                                                                               
| | (q) | Effective Date has the meaning ascribed thereto
      in Section 5.13 hereof.               
| |     |                                                                                               
| | (r) | Election to Exercise has the meaning ascribed
      thereto in Section 2.2(4) hereof.       

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| | (s) | Exempt Acquisition means an
  acquisition:
| | --- | --------------------------------------------
| |     |                                             
| |     | (i)                                         
| |     |                                             
| |     | (ii)                                        
| |     |                                             
| |     | (iii)                                       
| |     |                                             
| |     | (iv)                                        
| |     |                                             
| |     | (v)                                         

| | (t) | Exercise Price means, 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 $50.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (u) | Expiration Time means the earlier of: (i) the
      Termination Time, and (ii) the close of business on the date immediately
      following the date of the Corporations annual meeting of shareholders to
      be held in 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (v) | Flip-in Event means a transaction in or pursuant
      to which any Person becomes an Acquiring Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (w) | Independent Shareholders means holders of Voting
      Shares of the Corporation, but shall not include (i) any Acquiring Person
      or any Offeror, or any Affiliate or Associate of such Acquiring Person or
      such Offeror, or any Person acting jointly or in concert with such
      Acquiring Person or such Offeror, or (ii) any employee benefit plan, stock
      purchase plan, deferred profit sharing plan or any similar plan or trust
      for the benefit of employees of the Corporation or a Subsidiary of the
      Corporation, unless the beneficiaries of any such 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; and for greater
      certainty shall include any Person referred to in Clause 1.1(e)(3) hereof
      (other than any Person who pursuant to Clause 1.1(e)(3) is deemed to
      Beneficially Own the Voting Shares).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (x) | Market Price per share of any securities on any
      date of determination means the average of the daily closing prices per
      share of such securities (determined as described below) on each of the
      twenty (20) consecutive Trading Days through and including the Trading Day
      immediately preceding such date; provided, however, that if an event of a
      type analogous to any of the events described in Section 2.3 hereof shall
      have caused the closing prices used to determine the Market Price on any
      Trading Days not to be fully comparable with the closing price on such
      date of                                                                                                                                                                                                                                                                                                                                                 

9

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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 a Trading Day, on the
immediately preceding Trading Day. The closing price per share of any securities
on any date shall be (i) the closing board lot sale price or, if such price is
not available, the average of the closing bid and asked prices, for each share
as reported by the Toronto Stock Exchange, or (ii) if for any reason none of
such prices is available on such day or the securities are not listed or
admitted to trading on the Toronto Stock Exchange, the closing board lot sale
price or, if such price is not available, the average of the closing bid and
asked prices, for each share as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the securities exchange on which the securities are primarily traded,
or (iii) if not so listed, the last quoted price, or if not so quoted, the
average of the high bid and low asked prices for each share of such securities
in the over-the-counter market, or (iv) if on any such date the securities are
not quoted by any such organization, the average of the closing bid and asked
prices 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 the securities are not traded in the over-the-counter
market, the closing price per share of such securities on such date shall mean
the fair value per share of such securities on such date as determined in good
faith by a nationally or internationally recognized investment dealer or
investment banker.

| | (y) | 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.

| | (z)  | Offeror means a Person who has announced a
      current intention to make, or who makes and has outstanding, a Take-over
      Bid.                                                                                   
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                          
| | (aa) | Offerors Securities means Voting Shares of the
      Corporation Beneficially Owned by an Offeror, any Affiliate or Associate
      of such Offeror or any Person acting jointly or in concert with the
      Offeror.
| |      |                                                                                                                                                                                                                          
| | (bb) | Permitted Bid means a Take-over Bid that is made
      by means of a Take-over Bid circular and which also complies with the
      following additional provisions:                                                    

| | (i)   | the Take-over Bid shall be made to all registered holders
      of Voting Shares (other than the Voting Shares held by the
  Offeror);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii)  | the Take-over Bid shall contain, and the take up and
      payment for securities tendered or deposited thereunder shall be subject
      to, an irrevocable and unqualified condition that no Voting Shares shall
      be taken up or paid for pursuant to the Take-over Bid prior to the close
      of business on the date which is not less than sixty (60) days following
      the date of the Take-over Bid and that no Voting Shares shall be taken up
      or paid for pursuant to the Take-over Bid unless, at such date, more than
      fifty percent (50%) of the then outstanding Voting Shares held by
      Independent Shareholders have been deposited to the Take-over Bid and not
      withdrawn;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | the Take-over bid shall contain an irrevocable and
      unqualified provision that, unless the Take-over Bid is withdrawn, Voting
      Shares of the Corporation may be deposited pursuant to such Take-over Bid
      at any time during the period of time described in Clause (ii) of this
      Section 1.1(bb) and that any Voting Shares deposited pursuant to the
      Take-                                                                                                                                                                                                                                                                                                                                   

10

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| |      | over Bid may be withdrawn at any time until taken up and
      paid for; and                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iv) | the Take-over Bid shall contain an irrevocable and
      unqualified provision that should the condition referred to in Clause (ii)
      of this Section 1.1(bb) be met: (A) the Offeror will make a public
      announcement of that fact on the date the Take-over Bid would otherwise
      expire; and (B) the Take-over Bid will be extended for a period of not
      less than ten (10) Business Days from the date it would otherwise
      expire.

| | (cc) | Permitted Bid Acquisitions means share
      acquisitions made pursuant to a Permitted Bid or a Competing
Bid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (dd) | Permitted Lock-Up Agreement means an agreement
      between a Person and one or more holders (each a Locked-up Person) of
      Voting Shares or Convertible Securities (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 the Lock-up Bid (as defined
      below) is publicly announced or, if the agreement was entered into after
      the date of the Lock-up Bid, as soon as possible after it is entered into
      and in any event not later than the date following the date of such
      agreement, pursuant to which such Locked-up Persons agree to deposit or
      tender Voting Shares or Convertible Securities 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 (iii) of the
      definition of Beneficial Owner and where the
agreement:

| | (i)   | (A) permits the Locked-up Person to withdraw Voting
      Shares or Convertible Securities in order to tender or deposit Voting
      Shares or Convertible Securities to another Take-over Bid (or terminate
      the agreement in order to support another transaction) that represents and
      offering price for each Voting Share or Convertible Security that exceeds,
      or provides a value for each Voting Share or Convertible Security that is
      greater than the offering price or value represented by or proposed to be
      represented by the Lock-up Bid; or                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)  | (B) permits the Locked-up Person to withdraw Voting
      Shares or Convertible Securities in order to tender or deposit the Voting
      Shares or Convertible Securities to another Take- over Bid (or terminate
      the agreement in order to support another transaction) that represents an
      offering price for each Voting Share or Convertible Security that exceeds,
      or provides a value for each Voting Share or Convertible Security that is
      greater than the offering price or value represented by or proposed to be
      represented by, the Lock-up Bid by as much or more than a specified amount
      (the Specified Amount) and the Specified Amount is not greater than 7%
      of the offering price or value that is represented by the Lock-up Bid;
      and                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii) | provides for no break-up fees, top-up fees,
      penalties, payments, expenses or other amounts that exceed in the
      aggregate the greater of: (A) the cash equivalent of 2.5% of the price or
      value payable under the Lock-up Bid to Locked-up Person, and (B) 50% of
      the amount by which the price or value payable under another Take-over Bid
      or another transaction to a Locked-up Person exceeds the price or value of
      the consideration that such Locked-up person would have received under the
      Lock-up Bid, to be payable, directly or indirectly, by such Locked-up
      Person pursuant to the agreement if any Locked-up Person fails to tender
      Voting Shares or Convertible Securities pursuant thereto or withdraws
      Voting Shares or Convertible Securities previously tendered thereto in
      order to tender such Voting Shares or Convertible Securities to another
      Take-over Bid or support another transaction;

and for greater certainty, the
agreement may contain a right of first refusal or require a period of delay to
give the Offeror an opportunity to at least match a higher consideration in
another Take-over Bid or transaction or contain any other similar limitation on
a Locked-up Persons right to withdraw Voting Shares or Convertible Securities
from the agreement, so long as any such

11

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limitation does not preclude the
exercise by the Locked-up Persons right to withdraw. Voting Shares or
Convertible Securities from the agreement, so long as any such limitation does
not preclude the exercise by the Locked-up Person of the right to withdraw
Voting Shares or Convertible Securities in sufficient time to tender to the
other Take-over Bid or to support the other transaction.

| | (ee) | Person means any individual, firm, partnership,
      limited partnership, limited liability Corporation or partnership,
      association, trust, trustee, executor, administrator, legal or personal
      representative, government, governmental body, entity or authority, group,
      body corporate, corporation, unincorporated organization or association,
      syndicate, joint venture or any other entity, whether or not having legal
      personality, and any of the foregoing in any derivative, representative or
      fiduciary capacity and pronouns have a similar meaning.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ff) | Record Time means the close of business on March
      7, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (gg) | Redemption Price has the meaning ascribed
      thereto in Section 5.1(1) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (hh) | Regular Periodic Cash Dividends means cash
      dividends paid at regular intervals in any fiscal year of the Corporation
      to the extent that such cash dividends do not exceed, in the aggregate,
      the greater of:                                                                                                                                                                                                                                                                                                                                                                       

| | (i)  | two hundred percent (200%) of the aggregate amount of
      cash dividends declared payable by the Corporation on its Common Shares in
      its immediately preceding fiscal year; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                        
| | (ii) | one hundred percent (100%) of the aggregate consolidated
      net income of the Corporation, before extraordinary items, for its
      immediately preceding fiscal year.             

| | (ii) | Right means a right issued pursuant to this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (jj) | Rights Certificate has the meaning ascribed
      thereto in Section 2.2(3) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (kk) | Rights Register has the meaning ascribed thereto
      in Section 2.6(1) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ll) | Securities Act (British
      Columbia), means the Securities Act(British
      Columbia) and the regulations and rules thereunder, and any comparable or
      successor laws, regulations and rules thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (mm) | Separation Time means the close of business on
      the tenth (10th) Trading Day after the earlier of (i) the
      Stock Acquisition Date, (ii) the date of the commencement of, or first
      public announcement of the intent of any person (other that the
      Corporation or any Subsidiary of the Corporation) to commence a Take-over
      Bid (other than a Permitted Bid or Competing Bid) or such later date as
      may be determined by the Board of Directors and (iii) the date on which a
      Permitted Bid or Competing Bid ceases to qualify as such or such later
      date as may be determined by the Board of Directors provided that, if any
      Take-over Bid referred to in Clause (ii) of this Section 1.1(mm) expires,
      is cancelled, terminated or otherwise withdrawn prior to the Separation
      Time, such Take- over Bid or Competing Bid, as the case may be, shall be
      deemed, for the purposes of this Section 1.1(mm) never to have been made
      and provided further that if the Board of Directors determines pursuant to
      Sections 5.1(2), (3) or (4) hereof to waive the application of Section 3.1
      hereof to a Flip-in Event, the Separation Time in respect of such Flip-in
      Event shall be deemed to have never occurred.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (nn) | Stock Acquisition Date means the first date of
      public announcement (which, for purposes of this definition, shall
      include, without limitation, a report filed pursuant to section 111 of the
      Securities Act(British Columbia) by the Corporation or an Offeror
      or Acquiring Person of facts indicating that a Person has become an
      Acquiring Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (oo) | Subsidiary: a corporation shall be deemed to be
      a Subsidiary of another corporation if                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

12

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| | (i) | it is controlled by:
| | --- | --------------------

| | (A) | that other corporation; or                                                                             
| | --- | -------------------------------------------------------------------------------------------------------
| |     |                                                                                                        
| | (B) | that other and one or more corporations each of
      which is controlled by that other corporation; or
| |     |                                                                                                        
| | (C) | two or more corporations each of which is
      controlled by that other corporation; or               

| | (ii) | it is a Subsidiary of a corporation that is that other
      corporations Subsidiary.
| | ---- | --------------------------------------------------------------------------------------

| | (pp) | Take-over Bid means an Offer to Acquire Voting
      Shares of the Corporation or securities convertible into or exchangeable
      for or carrying a right to purchase Voting Shares of the Corporation where
      the Voting Shares of the Corporation subject to the Offer to Acquire,
      together with the Voting Shares of the Corporation into which the
      securities subject to the Offer to Acquire are convertible, exchangeable
      or exercisable, and the Offerors Securities, constitute in the aggregate
      twenty percent (20%) or more of the outstanding Voting Shares of the
      Corporation at the date of the Offer to Acquire.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (qq) | Termination Time means the time at which the
      right to exercise Rights shall terminate pursuant to Sections 5.1(1) or
      (5) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (rr) | Trading Day, when used with respect to any
      securities, means a day on which the principal stock exchange or market 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 stock exchange or market, a Business Day.                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ss) | Voting Shares means the Common Shares and any
      other shares of capital stock with voting interests of the Corporation
      entitled to vote generally in the election of all directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (tt) | BCBCA means the Business Corporations Act(British Columbia), and the regulations thereunder, and any comparable
      or successor laws or regulations thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Section 1.2 Currency.

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

Section 1.3 Headings.

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

Section 1.4 Number 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.

Section 1.5 Acting Jointly or in Concert.

For the purposes of this
Agreement, a person is acting jointly or in concert with every Person who is a
party to an agreement, commitment or understanding, whether formal or informal,
with the first Person or any Associate or Affiliate of the first person to
acquire or make an Offer to Acquire Voting Shares of the Corporation (other than
customary agreements with and between underwriters or banking group members or
selling group members with respect to a distribution of securities or to a
pledge of securities in the ordinary course of business).

Section 1.6 Statutory References.

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

13

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ARTICLE 2 THE RIGHTS

Section 2.1 Legend on Common Share Certificates.

|(1) | Certificates issued for Common Shares 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, commencing as soon as reasonably
      practicable after the effective date of this Agreement, shall have
      impressed on, printed on, written on or otherwise affixed to them, a
      legend in substantially the following form:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Until the Separation Time (defined in
the Rights Agreement referred to below), this certificate also evidences rights
of the holder described in a Shareholder Rights Plan Agreement, dated March 7,
2008, as amended and restated from time to time (the Rights Agreement),
between the Corporation and Computershare Investor Services Inc., a copy of
which is on file at the principal executive offices of the Corporation and is
available upon written request. Under certain circumstances set out in the
Rights Agreement, the rights may be redeemed, may expire, may become null and
void or may be evidenced by separate certificates and no longer evidenced by
this certificate.

|(2) | Until the earlier of the Separation Time and the
      Expiration Time, certificates representing Common Shares that are issued
      and outstanding at the Record Time shall evidence one Right for each
      Common Share evidenced thereby notwithstanding the absence of the
      foregoing legend. Following the Separation Time, Rights will be evidenced
      by Rights Certificates issued pursuant to Section 2.2
  hereof.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(1) | Right to entitle holder to purchase one Common Share
      prior to adjustment. Subject to adjustment as herein set forth and
      subject to Section 3.1(1) hereof, each Right will entitle the holder
      thereof, from and 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 price and number of Common Shares are subject to adjustment as set
      forth below and are subject to Section 3.1(1) hereof). Notwithstanding any
      other provision of this Agreement, any Rights held by the Corporation or
      any of its Subsidiaries shall be void.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Rights not exercisable until Separation Time.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 Shares
      registered in the names of the holders thereof (which certificates shall
      also be deemed to be Rights Certificates) and will be transferable only
      together with, and will be transferred by a transfer of, such associated
      Common Shares.                                                                                                                                                                                        

14

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|(3) | Delivery of Rights Certificate and disclosure
      statement.From and after the Separation Time and prior to the
      Expiration Time, (i) the Rights shall be exercisable, and (ii) the
      registration and transfer of the Rights shall be separate from, and
      independent of, Common Shares. Promptly following the Separation Time, the
      Corporation will prepare and the Rights Agent will mail to each holder of
      record of Rights as of the Separation Time (other than an Acquiring Person
      and, in respect of any Rights Beneficially Owned by such Acquiring Person,
      the holder of record of such Rights (a Nominee) at such holders address
      as shown by the records of the Corporation (the Corporation hereby
      agreeing to furnish copies of such records to the Rights Agent for this
      purpose, (A) a certificate (a Rights Certificate) in substantially the
      form of Schedule 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 Corporation 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 traded, or to conform to usage, and (B) a disclosure statement
      describing the Rights, provided that a Nominee shall be sent the materials
      provided for in (A) and (B) in respect of all Common Shares held of record
      by it which are not Beneficially Owned by an Acquiring Person. In order
      for the Corporation to determine whether any Person is holding Common
      Shares which are Beneficially Owned by another Person, the Corporation may
      require such first mentioned Person to furnish it with such information
      and documentation as the Corporation considers advisable.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Exercise of Rights.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 the office of
      the Rights Agent in the City of Vancouver or any other office of the
      Rights Agent in the cities designated from time to time for that purpose
      by the Corporation) the Rights Certificate evidencing such Rights together
      with an election to exercise such Rights (an Election to Exercise)
      substantially in the form attached to the Rights Certificate duly
      completed and executed, accompanied by payment by certified cheque,
      bankers draft or money order payable to the order of the Corporation, 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, all of the above to be received before the
      Expiration Time by the Rights Agent at its principal office in any of the
      cities listed on the Rights Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Duties of Rights Agent upon receipt of Election to
      Exercise.Upon receipt of a Rights Certificate, which is accompanied
      by (i) a completed and duly executed Election to Exercise, and (ii)
      payment as set forth in Section 2.2(4) above, the Rights Agent (unless
      otherwise instructed by the Corporation) will thereupon
  promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (a) | requisition from the transfer agent for the Common Shares
      certificates representing the number of Common Shares to be purchased (the
      Corporation hereby irrevocably authorizing its transfer agent to comply
      with all such requisitions);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                            
| | (b) | when appropriate, requisition from the Corporation the
      amount of cash to be paid in lieu of issuing fractional Common
    Shares;                                                                                                                    
| |     |                                                                                                                                                                                                                                                            
| | (c) | after receipt of such certificates, deliver the same to
      or upon the order of the registered holder of such Rights Certificate,
      registered in such name or names as may be designated by such registered
      holder;                          
| |     |                                                                                                                                                                                                                                                            
| | (d) | 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                                                                       
| |     |                                                                                                                                                                                                                                                            
| | (e) | tender to the Corporation all payments received on
      exercise of the Rights.                                                                                                                                                                           

15

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|(6) | Partial Exercise of Rights.In case the holder of
      any Rights shall exercise less than all of 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|(7) | Duties of the Corporation. The Corporation
      covenants and agrees that it will:                                                                                                                                                                                                                                                              

| | (a) | take all such action as may be necessary and within its
      power to ensure that all Common Shares or other securities delivered upon
      exercise of Rights shall, at the time of delivery of the certificates for
      such shares (subject to payment of the Exercise Price), be duly and
      validly authorized, executed, issued and delivered and fully paid and
      non-assessable.                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | take all such action as may be necessary and within its
      power to ensure compliance with the provisions of Section 3.1 hereof
      including, without limitation, all such action to comply with any
      applicable requirements of the BCBCA, the Securities Act(British
      Columbia) and any applicable comparable securities legislation of each of
      the provinces of Canada and any other applicable law, rule or regulation,
      in connection with the issuance and delivery of the Rights Certificates
      and the issuance of any Common Shares or other securities upon exercise of
      Rights;                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | use reasonable efforts to cause, from and after such time
      as the Rights become exercisable, all Common Shares issued upon exercise
      of Rights to be listed upon issuance on the principal stock exchange on
      which the Common Shares were traded prior to the Stock Acquisition
      Date;                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | cause to be reserved and kept available out of its
      authorized and unissued Common Shares, the number of Common Shares that,
      as provided in this Agreement, will from time to time be sufficient to
      permit the exercise in full of all outstanding Rights;                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | pay when due and payable any and all Canadian federal and
      provincial transfer taxes and charges (not including any income or capital
      taxes of the holder or exercising holder or any liability of the
      Corporation to withhold tax) which may be payable in respect of the
      original issuance or delivery of the Rights Certificates, provided that
      the Corporation shall not be required to pay any transfer or delivery of
      Rights Certificates or the issuance or delivery of certificates for shares
      or other securities in a name other than that of the registered holder of
      the Rights being transferred or exercised; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | after the Separation Time, except as permitted by
      Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take)
      any action if at the time such action is taken it is reasonably
      foreseeable that such action will diminish substantially or otherwise
      eliminate the benefits intended to be afforded by the
  Rights.                                                                                                                                                                                                                                                                                                                       

Section 2.3 Adjustments to Exercise Price; Number of
Rights.

The Exercise Price, the number
and kind of Common Shares or other securities subject to purchase upon exercise
of each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 2.3:

| | (a) | Adjustment to Exercise Price upon changes to share
      capital. In the event the Corporation shall at any time after the
      Record Time:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| |     | (i)                                                                                                                                          
| |     |                                                                                                                                              
| |     | (ii)                                                                                                                                         
| |     |                                                                                                                                              
| |     | (iii)                                                                                                                                        

16

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| | (iv) | issue any Common Shares (or other securities exchangeable
      for or convertible into or giving a right to acquire Common Shares or
      other securities) 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 reclassification, and the number and kind 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 exercised after such
time shall be entitled to receive, upon payment of the Exercise Price then in
effect, the aggregate number and kind 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 Common Share transfer books of the Corporation
were open, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. If an event occurs which would require an adjustment under
both this Section 2.3 and Section 3.1 hereof, the adjustment provided for in
this Section 2.3 shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 3.1 hereof.

| | (b) | Adjustment to Exercise Price upon issue of rights,
      options and warrants.In case the Corporation shall at any time after
      the Record 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 forty-five (45) calendar days after such record date) to
      subscribe for or purchase Common Shares (or shares having the same rights,
      privileges and preferences 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 having a conversion price or
      exchange price or exercise price per share, if a security convertible into
      or exchangeable for or carrying a right to purchase Common Shares or
      equivalent common shares) less than ninety percent (90%) of the Market
      Price per Common Share on 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, 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 to
      be so offered, including the price required to be paid to purchase such
      convertible or exchangeable securities or rights to be so offered) would
      purchase at such Market Price per Common Share, and 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 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 certificate filed with the Rights Agent and shall be binding on the
      Rights Agent and the holders of the Rights. Such adjustment shall be made
      successively whenever such a record date is fixed and, in the event that
      such rights or warrants are not so issued, the Exercise Price shall be
      adjusted to be the Exercise Price which would then be in effect if such
      record date had not been fixed.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For purposes of this Agreement, the
granting of the right to purchase Common Shares (or equivalent common shares)
(whether from treasury shares or otherwise) pursuant to any dividend or interest
reinvestment plan and/or any Common Share purchase plan providing for the
reinvestment of dividends or interest payable on securities of the Corporation
and/or the investment of periodic optional payments and/or employee benefit,
stock option or similar plans (so long as such right to purchase is in no case
evidenced by the delivery of rights or warrants) shall not be deemed to
constitute an issue of rights, options or warrants by the Corporation; provided,
however, that, in the case of any dividend or interest reinvestment plan, the
right to purchase Common Shares (or

17

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equivalent common shares) is at a price
per share of not less than ninety percent (90%) of the current market price per
share (determined as provided in such plans) of the Common Shares.

| | (c) | Adjustment to Exercise Price upon Corporate
      Distributions. In case the Corporation shall at anytime after the
      Record Time fix a record date for a distribution to all holders of Common
      Shares (including any such distribution made in connection with a merger,
      amalgamation, arrangement, plan, compromise or reorganization in which the
      Corporation is the continuing or successor Corporation) of evidences of
      indebtedness, cash (other than a regular periodic cash dividend or a
      regular periodic cash dividend paid in Common Shares, but including any
      dividend payable in securities other than Common Shares), assets or
      subscription rights, options or warrants (excluding those referred to in
      Section 2.3(b) above), 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, 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) of the portion of the cash, assets or evidences of
      indebtedness so to be distributed or of such subscription rights, options
      or warrants applicable to a Common Share and 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 distribution is not so made, the Exercise Price shall be
      adjusted to be the Exercise Price which would have been in effect if such
      record date had not been fixed.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | De minimis threshold for adjustment to Exercise Price.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 one percent (1%) in the Exercise Price;
      provided, however, that any adjustments which by reason of this Section
      2.3(d) 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 one-hundredth of a
      Common Share or other share, as the case may be. Notwithstanding the first
      sentence of this Section 2.3(d), any adjustment required by this Section
      2.3 shall be made no later than the earlier of (i) three (3) years from
      the date of the transaction which mandates such adjustment or (ii) the
      Expiration Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | Corporation may provide for alternate means of
      adjustment. Subject to the prior consent of the holders of Voting
      Shares or Rights obtained as set forth in Section 5.4(2) or (3) hereof, as
      applicable, in the event the Corporation shall at any time after the
      Record Time issue any shares of capital stock (other than Common Shares),
      or rights 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 Sections 2.3(a)(i) or (iv) or 2.3(b) or
      (c) above, if the Board of Directors acting in good faith determines that
      the adjustments contemplated by Sections 2.3(a), (b) and (c) above in
      connection with such transaction will not appropriately protect the
      interests of the holders of Rights, the Corporation shall be entitled to
      determine what other adjustments to the Exercise Price, number of Rights
      and/or securities purchasable upon exercise of Rights would be appropriate
      and, notwithstanding Sections 2.3(a), (b) and (c) above, such adjustments,
      rather than the adjustments contemplated by Sections 2.3(a), (b) and (c)
      above, shall be made. The Corporation and the Rights Agent shall amend
      this Agreement as appropriate to provide for such adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | Adjustment to Rights exercisable into shares other
      than Common Shares. If as a result of an adjustment made pursuant to
      Section 3.1 hereof, 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 Exercise Price thereof shall be subject to adjustment from time to
      time in a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to the Common Shares contained in Sections 2.3(a),
      (b), (c), (d), (e), (g), (h), (i), (j), (k) and (l) above and below, as
      the case may be, and the provisions of this Agreement with respect to the
      Common Shares shall apply on like terms to any such
other shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| | (g) | Rights to evidence right to purchase Common Shares at
      adjusted Exercise Price. Each Right originally issued by the
      Corporation subsequent to any adjustment made to the Exercise Price
      hereunder shall evidence the right to purchase, at the adjusted Exercise
      Price, the number of Shares purchasable from time to time hereunder upon
      exercise of such Right, all subject to further adjustment as provided
      herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | Adjustment to number of Common Shares purchasable upon
      adjustment to Exercise Price. Unless the Corporation shall have
      exercised its election as provided in Section 2.3(i) below, upon each
      adjustment of the Exercise Price as a result of the calculations made in
      Sections 2.3(b) and (c) above, each Right outstanding immediately prior to
      the making of such adjustment shall thereafter evidence the right to
      purchase, at the adjusted Exercise Price, that number of Common Shares
      (calculated to the nearest one ten-thousandth) obtained by (A) multiplying
      (x) the number of shares purchasable upon exercise of a Right immediately
      prior to this adjustment by (y) the Exercise Price in effect immediately
      prior to such adjustment of the Exercise Price, and (B) dividing the
      product so obtained by the Exercise Price in effect immediately after such
      adjustment of the Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i) | Election to adjust number of Rights upon adjustment to
      Exercise Price. The Corporation shall be entitled to elect on or after
      the date of any adjustment of the Exercise Price to adjust the number of
      Rights, in lieu of any adjustment in the number of Common Shares
      purchasable upon the exercise of a Right. Each of the Rights outstanding
      after the adjustment in the number of Rights shall be exercisable for the
      number of Common Shares for which a Right was exercisable immediately
      prior to such adjustment of the number of Rights (calculated to the
      nearest one ten- thousandth) obtained by dividing the Exercise Price in
      effect immediately prior to adjustment of the Exercise Price by the
      Exercise Price in effect immediately after adjustment of the Exercise
      Price. The Corporation shall make a public announcement of its election to
      adjust the number of Rights, indicating the record date for the adjustment
      and, if known at the time, the amount of the adjustment to be made. This
      record date may be the date on which the Exercise Price is adjusted or any
      day thereafter but, if Rights Certificates have been issued, shall be at
      least ten (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 Section 2.3(i), the Corporation shall, as
      promptly as practicable, cause to be distributed to holders of record of
      Rights Certificates on such record date Rights Certificates evidencing,
      subject to Section 5.5 hereof, the additional Rights to which such holders
      shall be entitled as a result of such adjustment, or, at the option of the
      Corporation, shall cause to be distributed to such holders of record in
      substitution and replacement for the Rights Certificates held by such
      holders prior to the date of adjustment, and upon surrender thereof, new
      Rights Certificates evidencing all the Rights to which such holders shall
      be entitled after such adjustment. Rights Certificates so to be
      distributed shall be issued, executed and countersigned in the manner
      provided for herein and may bear, at the option of the Corporation, the
      adjusted Exercise Price and shall be registered in the names of the
      holders of record of Rights Certificates on the record date for the
      adjustment specified in the public announcement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j) | Rights Certificates may contain Exercise Price before
      adjustment. 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 Certificates theretofore and thereafter issued may
      continue to express the Exercise Price per share and the number of shares
      which were expressed in the initial Rights Certificates issued
      hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k) | Corporation may in certain cases defer issues of
      securities. 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 Corporation may elect to defer until the
      occurrence of such event the issuance to the holder of any Right exercised
      after such record date the number of Common Shares and other securities of
      the Corporation, if any, issuable upon such exercise over and above the
      number of Common Shares and other securities of the Corporation, if any,
      issuable upon such exercise on the basis of the Exercise Price in effect
      prior to such adjustment; provided, however, that
the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

19

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| |     | Corporation shall deliver to such holder an appropriate
      instrument evidencing such holders right to receive such additional
      shares (fractional or otherwise) or securities upon the occurrence of the
      event requiring such adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (1) | Corporation has discretion to reduce Exercise Price
      for tax reasons.Notwithstanding anything in this Section 2.3 to the
      contrary, the Corporation shall be entitled to make such reductions in the
      Exercise Price, in addition to those adjustments expressly required by
      this Section 2.3, as and to the extent that in their good faith judgment,
      the Board of Directors shall determine to be advisable in order that any
      (A) consolidation or subdivision of the Common Shares, (B) issuance of any
      Common Shares at less than the Market Price, (C) issuance of securities
      convertible into or exchangeable for Common Shares, (D) stock dividends or
      (E) issuance of rights, options or warrants, referred to in this Section
      2.3 hereafter made by the Corporation to holders of its Common Shares,
      shall not be taxable to such shareholders.

Section 2.4 Date 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 Corporation 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 Corporation are open.

Section 2.5 Execution, Authentication, Delivery and Dating
of Rights Certificates.

|(1) | The Rights Certificates shall be executed on behalf of
      the Corporation by any two of its Chairman, Chief Executive Officer, Chief
      Operating Officer, Chief Financial Officer or Secretary. 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 Corporation
      shall bind the Corporation, notwithstanding that such individuals or any
      of them have ceased to hold such offices prior to the countersignature and
      delivery of such Rights Certificates.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2) | Promptly after the Corporation learns of the Separation
      Time, the Corporation will notify the Rights Agent of such Separation Time
      and will deliver Rights Certificates executed by the Corporation to the
      Rights Agent for countersignature and a disclosure statement as described
      in Section 2.2(3), and the Rights Agent shall manually or by facsimile
      signature countersign and send such Rights Certificates and disclosure
      statement to the holders of the Rights pursuant to Section 2.2(3) hereof.
      No Rights Certificate shall be valid for any purpose until countersigned
      by the Rights Agent as aforesaid.     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | Each Rights Certificate shall be dated the date of
      countersignature thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Section 2.6 Registration, Registration of Transfer and
Exchange.

|(1) | The Corporation will cause to be kept a register (the
      Rights Register) in which, subject to such reasonable regulations as it
      may prescribe, the Corporation 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
      Corporation and registering Rights and transfers of Rights as herein
      provided. In the event that the Rights gent 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 Section 2.6(3) below
      and the other provisions of this Agreement, the Corporation will execute
      and the Rights Agent will countersign, register and deliver, in the name
      of the holder or the designated transferee or transferees as required
      pursuant to the                                                                                                                                                                  

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|    | holders instructions, one or more new Rights
      Certificates evidencing the same aggregate number of Rights as did the
      Rights Certificates so surrendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | All Rights issued upon any registration of transfer or
      exchange of Rights Certificates shall be the valid obligations of the
      Corporation, and such Rights shall be entitled to the same benefits under
      this Agreement as the Rights surrendered upon such registration of
      transfer or exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | 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 Corporation or
      the Rights Agent, as the case may be, duly executed by the registered
      holder thereof or such holders attorney duly authorized in writing. As a
      condition to the issuance of any new Rights Certificate under this Section
      2.6, the Corporation or the Rights Agent may require the payment of a sum
      sufficient to cover any tax or other governmental charge that may be
      imposed in relation thereto and the Corporation may require payment of a
      sum sufficient to cover any other expenses (including the fees and
      expenses of the Rights Agent) in connection
therewith.

Section 2.7 Mutilated, Destroyed, Lost and Stolen Rights
Certificates.

|(1) | If any mutilated Rights Certificate is surrendered to the
      Rights Agent prior to the Expiration Time, the Corporation shall execute
      and the Rights Agent shall countersign and deliver in exchange therefor a
      new Rights Certificate evidencing the same number of Rights as did the
      Rights Certificate so surrendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | If there shall be delivered to the Corporation 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 indemnity or other security as may be required by them to
      save each of them and any of their agents harmless then, in the absence of
      notice to the Corporation or the Rights Agent that such Rights Certificate
      has been acquired by a bona fide purchaser, the Corporation shall execute
      and upon 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | As a condition to the issuance of any new Rights
      Certificate under this Section 2.7, the Corporation or the Rights Agent
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and the
      Corporation may require payment of a sum sufficient to cover any other
      expenses (including the fees and expenses of the Rights Agent) in
      connection therewith.                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Every new Rights Certificate issued pursuant to this
      Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate
      shall evidence an original additional contractual obligation of the
      Corporation, whether or not the destroyed lost or stolen Rights
      Certificate shall be at any time enforceable by anyone, and the holder
      thereof shall be entitled to an the benefits of this Agreement equally and
      proportionately with any and all other holders of Rights duly issued by
      the Corporation.                                                                                                                                                                                                                                                                                           

Section 2.8 Persons 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 Corporation, the Rights
Agent and any agent of the Corporation or the Rights Agent shall be entitled to
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 Corporation 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. As used in this Agreement, unless the context
otherwise requires, the term holder of any Rights shall mean the registered
holder of such Rights (or, prior to the Separation Time, the associated Common
Shares).

Section 2.9 Delivery and Cancellation of Rights
Certificates.

All Rights Certificates
surrendered upon exercise or for redemption, registration of transfer or
exchange shall, if surrendered to any person other than the Rights Agent, be
delivered to the Rights Agent and, in any case, shall be promptly cancelled by
the Rights Agent. The Corporation may at any time deliver to the Rights Agent
for cancellation any Rights Certificates previously countersigned and delivered
hereunder which the Corporation may

21

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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, subject to
applicable laws, destroy all cancelled Rights Certificates and deliver a
certificate of destruction to the Corporation.

Section 2.10 Agreement of Rights Holders.

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

| | (a) | to be bound by and subject to the provisions of this
      Agreement, as amended or supplemented from time to time in accordance with
      the terms hereof, in respect of all Rights held;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | that prior to the Separation Time each Right will be
      transferable only together with, and will be transferred by a transfer of,
      the Common Share certificate representing such Right;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | that after the Separation Time, the Rights Certificates
      will be transferable only on the Rights Register as provided
  herein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | that prior to due presentment of a Rights Certificate
      (or, prior to the Separation Time, the associated Common Share
      certificate) for registration of transfer, the Corporation, the Rights
      Agent and any agent of the Corporation or the Rights Agent shall be
      entitled to 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 Corporation or the Rights Agent) for all purposes
      whatsoever, and neither the Corporation nor the Rights Agent shall be
      affected by any notice to the contrary;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e) | that such holder of Rights has waived his right to
      receive any fractional Rights or any fractional shares upon exercise of
      Right;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | that, in accordance with Section 5.4 hereof, 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) | that notwithstanding anything in this Agreement to the
      contrary, neither the Corporation nor the Rights Agent shall have any
      liability to any holder of a Right or any other Person as a result of its
      inability to perform any of its obligations under this Agreement by reason
      of any preliminary or permanent injunction or other order, decree or
      ruling 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.                                                                                                                                                                          

Section 2.11 Rights 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 the holder of any Common Share or any other share or
security of the Corporation 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, titles, benefits or
privileges of a holder of Common Shares or any other shares or securities of the
Corporation or any right to vote at any meeting of shareholders of the
Corporation whether for the election of directors or otherwise or upon any
matter submitted to holders of shares of the Corporation at any meeting thereof,
or to give or withhold consent to any action of the Corporation, or to receive
notice of any meeting or other action affecting any holder of Common Shares or
any other shares or securities of the Corporation except as expressly provided
herein, or to receive dividends, distributions or subscription rights, or
otherwise, until the Right

22

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or Rights evidenced by Rights Certificates shall have been duly
exercised in accordance with the terms and provisions hereof.

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

Section 3.1 Flip-in Event.

|(1) | Subject to Section 3.1(2) below, and Sections 5.1(2), (3)
      and (4) hereof, in the event that prior to the Expiration Time a Flip-in
      Event shall occur, the Corporation shall take such action as may be
      necessary to ensure and provide within eight (8) Business Days of such
      occurrence, or such longer period as may be required to satisfy all
      applicable requirements of the Securities Act(British Columbia),
      and the securities legislation of each other province of Canada that,
      except as provided below, each Right shall thereafter constitute the right
      to purchase from the Corporation upon exercise thereof in accordance with
      the terms hereof that number of Common Shares of the Corporation having an
      aggregate Market Price on the date of the occurrence of such Flip-in Event
      equal to twice the Exercise Price for an amount in cash equal to the
      Exercise Price (such Right to be appropriately adjusted in a manner
      analogous to the applicable adjustment provided for in Section 2.3 hereof
      in the event that after such date of occurrence an event of a type
      analogous to any of the events described in Section 2.3 hereof shall have
      occurred with respect to such Common Shares).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Notwithstanding anything in this Agreement to the
      contrary, upon the occurrence of any Flip-in Event, any Rights that are
      Beneficially Owned 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 any Affiliate or Associate of such
      Acquiring Person, or any Affiliate or Associate of such Person so acting
      jointly or in concert, or (ii) a transferee or other successor in title of
      Rights, directly or indirectly, of an Acquiring Person (or of any
      Affiliate or Associate of any such Person acting jointly or in concert)
      who becomes a transferee or successor in title concurrently with or
      subsequent to the Acquiring Person becoming such, shall become null and
      void without any further action, and any holder of such Rights (including
      transferees or successors in title) shall not have any rights whatsoever
      to exercise such Rights under any provision of this Agreement and shall
      not have thereafter any other rights whatsoever with respect to such
      Rights, whether under any provision of this Agreement or
  otherwise.                                                               

ARTICLE 4 THE RIGHTS AGENT

Section 4.1 General.

|(1) | The Corporation hereby appoints the Rights Agent to act
      as agent for the Corporation in accordance with the terms and conditions
      hereof, and the Rights Agent hereby accepts such appointment. The
      Corporation may from time to time appoint such co-Rights Agents as it may
      deem necessary or desirable, subject to the prior approval of the Rights
      Agent. In the event the Corporation appoints one or more co-Rights Agents,
      the respective duties of the Rights Agents and co-Rights Agents shall be
      as the Corporation may determine, with the approval of the Rights Agent.
      The Corporation agrees to pay to the Rights Agent reasonable compensation
      for all services rendered by it hereunder and, from time to time, on
      demand of the Rights Agent, its reasonable expenses (including reasonable
      counsel fees and disbursements) incurred in the administration and
      execution of this Agreement and the exercise and performance of its duties
      hereunder.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

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|    | The Corporation also agrees to indemnify the Rights
      Agent, its officers, directors and employees for, and to hold such persons
      harmless against, any loss, liability, cost, claim, action, suit, damage,
      or expense incurred (that is not the result of gross negligence, bad faith
      or willful misconduct on the part of any one or all of the Rights Agent,
      its officers, directors, or employees) for anything done or omitted by the
      Rights Agent in connection with the acceptance and administration of this
      Agreement, including the costs and expenses of defending against any claim
      of liability, which right to indemnification will survive the termination
      of this Agreement or the resignation or removal of the Rights
  Agent.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | The Rights Agent shall be protected from and shall incur
      no liability for or in respect of any action taken, suffered or omitted by
      it in connection with its administration of this Agreement in reliance
      upon any certificate for Common Shares or any Rights Certificate or
      certificate for other securities of the Corporation, 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.                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | The Corporation shall inform the Rights Agent in a
      reasonably timely manner of events which may materially affect the
      administration of this Agreement by the Rights Agent and at any time, upon
      request, shall provide to the Rights Agent an incumbency certificate
      certifying the then current officers of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                             

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

|(1) | 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | 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, t he Rights Agent may countersign such
      Rights Certificate 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Section 4.3 Duties of Rights Agent.

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

|(a) | The Rights Agent may retain and consult with legal
      counsel (who may be legal counsel for the Corporation) and the opinion of
      such counsel will be full and complete authorization and protection to the
      Rights Agent as to any action taken or omitted to be taken by it in good
      faith and in accordance with such opinion. Subject to the prior written
      consent of the Corporation, which consent shall not be unreasonably
      withheld, the Rights Agent may also consult with such other experts as the
      Rights Agent shall consider necessary or appropriate to properly carry out
      the duties and obligations imposed under this Agreement
  (at
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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|    | the expense of the Corporation) and the Rights Agent
      shall be entitled to act and rely in good faith on the advice of any such
      expert.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Whenever in the performance of its duties under this
      Agreement the Rights Agent deems it necessary or desirable that any fact
      or matter be proved or established by the Corporation prior to taking or
      suffering any action hereunder, such fact or matter (unless other evidence
      in respect thereof be herein specifically prescribed) may be deemed to be
      conclusively proven and established by a certificate signed by a person
      believed by the Rights Agent to be the Chairman of the Board, the Chief
      Executive Officer, the Chief Operating Officer or the Chief Financial
      Officer of the Corporation 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) | The Rights Agent will be liable hereunder only for events
      which are the result of its own gross negligence, bad faith or willful
      misconduct and that of its officers, directors and employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(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 Corporation 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
      thereto; nor will it be responsible for any breach by the Corporation of
      any covenant or condition contained in this Agreement or in any Rights
      Certificate; nor will it be responsible for any change in the
      exercisability of the Rights (including the Rights becoming void pursuant
      to Section 3.1(2) hereof or any adjustment required under the provisions
      of Section 2.3 hereof or responsible for the manner, method or amount of
      any such adjustment or the ascertaining of the existence of facts that
      would require any such adjustment (except with respect to the exercise of
      Rights after receipt of the certificate contemplated by Section 2.3 hereof
      describing any such adjustment); nor will it by any act hereunder be
      deemed to make any representation or warranty as to the authorization 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 or fully paid and
      non-assessable.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(f) | The Corporation agrees that it will perform, execute,
      acknowledge and deliver or cause to be performed, executed, acknowledged,
      and delivered all such further and other acts, instruments and assurances
      as may reasonably be required by the Rights Agent for the carrying out or
      performing by the Rights Agent of the provisions of this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(g) | The Rights Agent is hereby authorized 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
      of the Board, the Chief Executive Officer, the Chief Operating Officer or
      the Chief Financial Officer of the Corporation 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. .It is understood that
      instructions to the Rights Agent shall, except where circumstances make it
      impracticable or the Rights Agent otherwise agrees, be given in writing
      and, where not in writing, such instructions shall be confirmed in writing
      as soon as reasonably possible 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 Corporation or become
      pecuniarily interested in any transaction in which the Corporation may be
      interested or contract with or lend money to the Corporation or otherwise
      act as fully and freely as though it were not Rights Agent under this
      Agreement. Nothing herein shall preclude the Rights Agent from acting in
      any other capacity for the Corporation or for any other legal
    entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(i) | The Rights Agent may execute and exercise any of the
      rights or powers hereby vested in it or perform
any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

25

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duty hereunder either itself or, with
the prior written consent of the Corporation, by or through its attorneys or
agents. The Rights Agent will not be answerable or accountable for any act,
omission, default, neglect or misconduct of any such attorneys or agents or for
any loss to the Corporation resulting from any such act, omission, default,
neglect or misconduct, provided the prior written consent of the Corporation was
obtained and reasonable care was exercised in the selection and continued
employment thereof.

Section 4.4 Change of Rights Agent.

The Rights Agent may resign and be discharged from its duties
under this Agreement upon sixty (60) days notice (or such lesser notice as is
acceptable to the Corporation) in writing mailed to the Corporation and to each
transfer agent of Voting Shares of the Corporation by registered or certified
mail and to the holders of the Rights in accordance with Section 5.8 hereof (all
of which shall be at the expense of the Corporation). The Corporation may remove
the Rights Agent upon thirty (30) days notice in writing, mailed to the Rights
Agent and to each transfer agent of the Voting Shares of the Corporation by
registered or certified mail and to the holders of the Rights in accordance with
Section 5.8 hereof. If the Rights Agent should resign or be removed or otherwise
become incapable of acting, the Corporation will appoint a successor to the
Rights Agent. If the Corporation fails to make such appointment within a period
of sixty (60) days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of any Rights (which holder shall, with such notice, submit
such holders Rights Certificate for inspection by the Corporation), then the
Rights Agent or the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent at the Corporations
expense. Any successor Rights Agent, whether appointed by the Corporation or by
such a court, shall be a Corporation incorporated under the laws of Canada or a
province thereof. 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 receiving from the Corporation payment in full of
all amounts outstanding under 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
Corporation will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Voting Shares of the Corporation, and mail
a notice thereof in writing to the holders of the Rights. The cost of giving any
notice required under this Section 4.4 shall be borne solely by the Corporation.
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.

Section 4.5 Compliance 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 Corporation, 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.

Section 4.6 Privacy Provision.

The parties acknowledge that
federal and/or provincial legislation that addresses the protection of the
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
Corporation 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 have either been
previously 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 is services hereunder comply with Privacy Laws.

26

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ARTICLE 5 MISCELLANEOUS

Section 5.1 Redemption and Waiver.

| | (1) | Subject to the prior consent of the holders of Voting
      Shares or Rights obtained as set forth in Section 5.4(2) or Section 5.4(3)
      hereof, as applicable, the Board of Directors acting in good faith may, at
      any time prior to the occurrence of a Flip-in Event, 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 hereof in the event that
      an event of the type described in Section 2.3 hereof shall have occurred
      (such redemption price being herein referred to as the Redemption
      Price).                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | Subject to the prior consent of the holders of Voting
      Shares obtained as set forth in Section 5.4(2) hereof, 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 hereof has not been waived
      pursuant to this Section 5.1(4), if such Flip-in Event would occur by
      reason of an acquisition of Voting Shares otherwise than pursuant to a
      Take-over Bid circular to all registered holders of Voting Shares and
      otherwise than in the circumstances set forth in Section 5.1(4) hereof,
      waive the application of Section 3.1 hereof to such Flip-in Event. In such
      event the Board of Directors shall extend the Separation Time to a date at
      least ten (10) Business Days subsequent to the meeting of shareholders
      called to approve such waiver.                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | The Board of Directors acting in good faith, may, prior
      to the occurrence of a Flip-in Event, and upon prior written notice
      delivered to the Rights Agent, determine to waive the application of
      Section 3.1 hereof to a Flip-in Event that may occur by reason of a
      Take-over Bid made by means of a Take-over Bid circular to all registered
      holders of Voting Shares; provided that if the Board of Directors waives
      the application of Section 3.1 hereof to a particular Flip-in Event
      pursuant to this Section 5.1(3), the Board of Directors shall be deemed to
      have waived the application of Section 3.1 hereof to any other Flip-in
      Event occurring by reason of any Take-over Bid made by means of a Takeover
      Bid circular to all registered holders of Voting Shares prior to the
      expiry of any Take- over Bid in respect of which a waiver is, or is deemed
      to have been granted, pursuant to this Section 5.1(3).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | The Board of Directors may, prior to the close of
      business on the tenth (10th) day following the Stock
      Acquisition Date, determine, upon prior written notice delivered to the
      Rights Agent, to waive or to agree to waive the application of Section 3.1
      hereof to a Flip-in Event, provided that both of the following conditions
      are satisfied:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | (a) | the Board of Directors has determined that a Person
      became an Acquiring Peron by inadvertence and without any intention to
      become, or knowledge that Person would become an Acquiring Person;
    and                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | such Acquiring Peron has reduced its Beneficial Ownership
      of Voting Shares (or has entered into a contractual arrangement with the
      Corporation, acceptable to the Board of Directors, to do so within thirty
      (30) days of the date on which such contractual arrangement is entered
      into such that at the time the waiver becomes effective pursuant to this
      Section 5.1(4) it is no longer and Acquiring
Person;

and in the event of such a waiver, for
the purposes of this Agreement, the Flip-in Event shall be deemed to have never
occurred.

| | (5) | Where a Person acquires pursuant to a Permitted Bid, a
      Competing Bid or an Exempt Acquisition
| | --- | ---------------------------------------------------------------------------------------------------

27

---

| |     | under Section 5.1(3)above, outstanding Voting Shares,
      then the Corporation shall immediately upon the consummation of such
      acquisition redeem the Rights at the Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (6) | If the Corporation is obligated under Section 5.1(5)
      above to redeem the Rights, or if the Board of Directors elects under
      Section 5.1(1) above or Section 5.1(8) below to redeem the Rights, the
      right to exercise the Rights will thereupon, without further action and
      without notice, terminate and each Right will after redemption be null and
      void and the only right thereafter of the holders of Rights shall be to
      receive the Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (7) | Within ten (10) days after the Corporation is obligated
      under Section 5.1(5) above to redeem the Rights, or the Board of Directors
      elects under Section 5.1(1) above or Section 5.1(8) below to redeem the
      Rights, the Corporation 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 on 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. Each
      such notice of redemption will state the method by which the payment of
      the Redemption Price will be made. The Corporation 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 and other than in connection
      with the purchase of Common Shares prior to the Separation Time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (8) | Where a Take-over Bid that is not a Permitted Bid
      Acquisition 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 my elect to redeem all the outstanding Rights at the Redemption
      Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (9) | Notwithstanding the Rights being redeemed pursuant to
      Section 5.1(8) above, 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 the Rights shall remain
      attached to outstanding Voting Shares, subject to and in accordance with
      the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Section 5.2 Expiration.

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 Section
4.1(1) hereof.

Section 5.3 Issuance of New Rights Certificates.

Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Corporation
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by its 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.

Section 5.4 Supplements and Amendments.

|(1) | The Corporation may, prior to any shareholders meeting
      called to approve this Agreement, supplement or amend this Agreement
      without the approval of any holder of Rights or Voting Shares. Thereafter,
      the Corporation may from time to time supplement or amend this Agreement
      without the approval of any holders of Rights or Voting Shares to correct
      any clerical or typographical error or to maintain the validity of the
      Agreement as a result of a change in any applicable legislation or
      regulations or rules thereunder.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Notwithstanding anything in this Section 5.4 to the
      contrary, no supplement or amendment shall be made to the provisions of
      Article 4 hereof except with the written concurrence of the Rights Agent
      to such supplement or amendment.                                                                                                                                                                                                                                                                                                                        

28

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|(2) | Subject to Section 5.4(1) above, the Corporation may,
      with the prior consent of the holders of the Voting Shares obtained as set
      forth below, at any time prior to the Separation Time amend, vary or
      rescind any of the provisions of this Agreement and the Rights (whether or
      not such action would materially adversely affect the interests of the
      holders of Rights generally). Such consent shall be deemed to have been
      given if provided by the holders of Voting Shares at a meeting of the
      holders of Voting Shares, which meeting shall be called and held in
      compliance with applicable laws and regulatory requirements and the
      requirements in the articles and by-laws of the Corporation. Subject to
      compliance with any requirements imposed by the foregoing, consent shall
      be deemed to have been given if the proposed amendment, variation or
      revision is approved by the affirmative vote of a majority of the votes
      cast by all holders of Voting Shares (other than any holder of Voting
      Shares who is an Offeror pursuant to a Take-over Bid that is not a
      permitted Bid or Competing Bid with respect to all Voting Shares
      Beneficially Owned by such Person), represented in person or by proxy at
      the meeting.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | The Corporation may, with the prior consent of the
      holders of Rights, at any time after the Separation Time and before the
      Expiration Time, amend, vary or rescind any of the provisions of this
      Agreement and the Rights (whether or not such action would materially
      adversely affect the interests of the holders of Rights
  generally).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | Any approval of the holders of Rights shall be deemed to
      have been given if the action requiring such approval is authorized by the
      affirmative votes of the holders of Rights present or represented at and
      entitled to be voted at a meeting of the holders of Rights and
      representing a majority of the votes cast in respect thereof. For the
      purposes hereof, each outstanding Right (other than Rights which are void
      pursuant to the provisions hereof) shall be entitled to one vote, and the
      procedures for the calling, holding and conduct of the meeting shall be
      those, as nearly as may be, which are provided in the Corporations
      articles and the BCBCA with respect to a meeting of shareholders of the
      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | The Corporation shall be required to provide the Rights
      Agent with notice in writing of any such amendment, variation or deletion
      to this Agreement as referred to in this Section 5.4 within 5 days of
      effecting such amendment, variation or deletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6) | Any supplements or amendments made by the Corporation to
      this Agreement pursuant to Section 5.4(1) above which are required to
      maintain the validity of this Agreement as a result of any change in any
      applicable legislation or regulations or rules thereunder
  shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (a) | if made before the Separation Time, be submitted to the
      shareholders of the Corporation at the next meeting of shareholders and
      the shareholders may, by the majority referred to in Section 5.4(2) above
      confirm or reject such amendment; and                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                      
| | (b) | if made after the Separation Time, be submitted to the
      holders of Rights at a meeting of shareholders of the Corporation and the
      holders of Rights may, by resolution passed by the majority referred to in
      Section 5.4(4) above, confirm or reject such
amendment.

A supplement or amendment of the nature
referred to in this Section 5.4(6) shall be effective from the date of the
resolution of the Board of Directors adopting such supplement or amendment until
it is confirmed or rejected or until it ceases to be effective (as described in
the next sentence) and, where such supplement or amendment is confirmed, it
continues in effect in the form so confirmed. If such supplement or amendment is
rejected by the shareholders or the holders of Rights or is not submitted to the
shareholders or holders of Rights as required, then such supplement or 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 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,
vary or delete any provision of this Agreement to substantially the same effect
shall be effective until confirmed by the shareholders or holders of Rights, as
the case may be.

Section 5.5 Fractional Rights and Fractional Shares.

|(1) | The Corporation shall not be required to issue fractions
      of Rights or to distribute Rights or to distribute Rights Certificates
      which evidence fractional Rights. Any such fractional Right shall be null
      and voice and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

---

|    | the Corporation will not have any obligation or liability
      in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | The Corporation shall not be required to issue fractions
      of Common Shares or other securities upon exercise of the Rights or to
      distribute certificates which evidence fractional Common Shares or other
      securities. In lieu issuing fractional Common Shares or other securities,
      the Corporation 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.
      The Rights Agent shall have no obligation to make any payments in lieu of
      fractional Common Shares unless the Corporation shall have provided the
      Rights Agent with the necessary funds to pay in full all amounts payable
      in accordance with Section 2.2(5).

Section 5.6 Rights 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 holds 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 Corporation to enforce 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.

Section 5.7 Notice of Proposed Actions

In case the Corporation shall
propose after the Separation Time and prior to the Expiration Time to effect the
liquidation, dissolution or winding-up of the Corporation or the sale of all or
substantially all of the Corporations assets, then, in each such case, the
Corporation shall give to each holder of a Right, in accordance with Section 5.8
hereof, a notice of such proposed action, which shall specify the date on which
such liquidation, dissolution, winding-up, or sale is to take place, and such
notice shall be so given at least twenty (20) Business Days prior to the date of
taking such proposed action.

Section 5.8 Notices

|(1) | Notices or demands authorized by this Agreement to be
      given or made by the Rights Agent or by the holder of any Rights to or on
      behalf of the Corporation 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 Rights Agent) as
  follows:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Great Panther Resources Limited
Suite 2100, 1177 West Hastings Street Vancouver, British Columbia, V6E
2K3

Attention: Chief Executive Officer
Facsimile No.: 604 608 1744

|(2) | Any notice or demand authorized or required by this
      Agreement to be given or made by the Corporation or by the holder of any
      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 Corporation) as
    follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

30

---

Computershare Investor Services Inc.
4th Floor, 510 Burrard Street Vancouver, British Columbia,
V6C 3B9

Attention: Client Services Manager
Facsimile No.: 604 661 9401

|(3) | Notices or demands authorized by this Agreement to be
      given or made by the Corporation or the Rights Agent to or on the holder
      of any 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 5.9 Successors.

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

Section 5.10 Benefits of this Agreement.

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

Section 5.11 Governing 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.

Section 5.12 Severability.

If any Section, Clause, term or
provision hereof or the application thereof to any circumstances or any right
hereunder shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such Section, Clause, term or provision or such right shall be
ineffective only in such jurisdiction and to the extent of such invalidity or
unenforceability in such jurisdiction without invalidating or rendering
unenforceable or ineffective the remaining Sections, Clauses, terms and
provisions hereof or rights hereunder in such jurisdiction or the application of
such Section, Clause, 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.

Section 5.13 Effective Date.

This Agreement is effective and
in full force and effect in accordance with its terms and conditions as of and
from the date of this Agreement (the Effective Date). If this Agreement is not
confirmed by a majority of the votes cast by holder of Voting Shares permitted
to vote on a resolution under Section 5.4 or the confirmation of this Agreement,
at a meeting to be held no later than 6 months from the date of this Agreement
then this Agreement and any then outstanding Rights will be of no further force
and effect from the earlier of the close of business on the date immediately
following the date of the meeting and the close of business on the date
immediately following the date of the meeting and the close of business on the
date which is 6 months from the date of this Agreement.

31

---

Section 5.14 Determinations and Actions by the Board of
Directors.

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

Section 5.15 Rights of Board, Corporation and
Offeror.

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 Voting Shares of the
Corporation) 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.

Section 5.16 Regulatory Approvals.

This Agreement shall be subject
in any jurisdiction to the receipt of any required prior or subsequent approval
or consent from any governmental or regulatory authority in such jurisdiction
including any securities regulatory authority or stock exchange.

Section 5.17 Declaration 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 with the securities laws
or comparable legislation of a jurisdiction other than Canada, the Board of
Directors acting in good faith may take such actions as it may deem appropriate
to ensure such compliance. 1n no event shall the Corporation or the Rights Agent
be required to issue or deliver Rights or securities issuable on exercise of
Rights, to Persons who are citizens, residents or nationals of any jurisdiction
other than Canada in which such issue or delivery would be unlawful without
registration of the relevant Persons or securities for such purposes, or (until
such notice is given as required by law) without advance notice to any
regulatory or self-regulatory body.

Section 5.18 Time of the Essence.

Time shall be of the essence in
this Agreement.

Section 5.19 Execution in Counterparts

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

32

---

IN WITNESS WHEREOF, the parties have executed this
Agreement.

| | GREAT PANTHER
      RESOURCES LIMITED     
| | ------------------------------------------
| |                                           
| | By:                                       
| |                                           
| |                                           
| | By:                                       
| |                                           
| |                                           
| | COMPUTERSHARE
      INVESTOR SERVICES INC.
| |                                           
| | By:                                       
| |                                           
| |                                           
| | By:                                       
| |                                           

33

---

SCHEDULE A

FORM OF RIGHTS CERTIFICATE

|Certificate No. |  |  |  | Rights
|--------------- |  |  |  | ------

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT, UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SECTION 3.1. (2) OF THE RIGHTS AGREEMENT), RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON, ANY PERSON ACTING JOINTLY OR IN
CONCERT WITH AN ACQUIRING PERSON OR THEIR RESPECTIVE ASSOCIATES AND AFFILIATES
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT AND THEIR RESPECTIVE
TRANSFEREES SHALL 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 March 7, 2008, as amended and restated from time to
time (the Rights Agreement) between Great Panther Resources Limited, a
company continued under the laws of British Columbia, (the
Corporation), and Computershare Investor Services Inc., a corporation
incorporated 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 Corporation 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) (or such
earlier expiration time as is provided in the Rights Agreement) one fully paid
and non-assessable Common Share of the Corporation (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 it principal offices in the City of
Vancouver. The Exercise Price shall initially be $50 (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, each Right evidenced hereby may entitle the
registered holder thereof to purchase or receive assets, debt securities or
other equity securities of the Corporation (or a combination thereof) all 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
Corporation and the holders of the Rights. Copies of the Rights Agreement are on
file at the principal executive offices of the Corporation 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 Corporation at a
redemption price of $0.00001 per Right.

No fractional Common Shares will
be issued upon the exercise of any Right or Rights evidenced hereby.

34

---

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
Corporation 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
Corporation or any right to vote for the election of directors or upon any
matter submitted to shareholders of the Corporation at any meetings thereof, or
to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders of the Corporation (except as
expressly 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 manually signed
by the Rights Agent.

WITNESS the facsimile signature
of the proper officers of the Corporation

DATED:

| | GREAT PANTHER
      RESOURCES LIMITED     
| | ------------------------------------------
| |                                           
| |                                           
| | By:                                       
| |                                           
| |                                           
| |                                           
| | By:                                       
| |                                           
| |                                           
| |                                           
| |                                           
| | COMPUTERSHARE
      INVESTOR SERVICES INC.
| |                                           
| |                                           
| | By:                                       
| |                                           

35

---

(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

TO: GREAT PANTHER RESOURCES LIMITED

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) | 

If such number of Rights shall
not be 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)                  | 
| |                                      | 
| | Social insurance, social security or | 
| | other taxpayer number                | 

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

Signature must be guaranteed by a Canadian chartered bank, a
Canadian trust company or a member of the Securities Transfer Association
Medallion Program (Stamp).

36

---

To be completed if true

The undersigned hereby certifies
for the benefit of all holders of Rights and Common Shares, that the Rights
evidenced by this Rights Certificate are not, and, to the knowledge of the
undersigned, have 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 or any Affiliate or Associate of such Person (as defined in
the Rights Agreement).

| |          
| | ---------
| | Signature

37

---

NOTICE

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

38

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FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder
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
constitute and appoint
_______________________________________________________________As
attorney to transfer the within Rights on the books of the Corporation, with
full power of substitution.

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

Signature must be guaranteed by a Canadian chartered bank, a
Canadian trust company or a member of the Securities Transfer Association
medallion Program (Stamp).

To be completed if true

The undersigned hereby certifies for the benefit of all holders
of Rights and Common Shares, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have 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 or any
Affiliate or Associate of such Person (as defined in the Rights Agreement).

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| | Signature

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NOTICE

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

40

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