EXHIBIT
      99.4











**MERIDIAN
      GOLD INC.**


**NOTICE
      OF MEETING**




The
      Annual Special Meeting of Shareholders (the “Meeting”) of Meridian Gold Inc.
      (the “Corporation”) will be held at 4:00 p.m. Eastern Daylight Time (EDT) on
      Tuesday, May 1, 2007 at the Fairmont Royal York Hotel, in the British Columbia
      Room on the Main Mezzanine Level, located at 100 Front Street West, Toronto,
      Ontario, Canada (business attire required), for the following
      purposes:




1. to
      receive the consolidated financial statements of the Corporation for the
      financial year ended December 31, 2006 and the auditors’ report on the
      consolidated financial statements;




2. to
      elect
      directors to the board of directors of the Corporation (the “Board of
      Directors”);




3. to
      reappoint KPMG LLP as auditors of the Corporation and to authorize the Board
      of
      Directors to fix their remuneration;




4. to
      consider, and if thought fit, to pass a resolution to replace the Corporation’s
      1999 Share Incentive Plan with the 2007 Share Incentive Plan, a description
      of
      which is outlined in the management information circular of the Corporation
      dated March 1, 2007 (the “Circular”) under the heading “Adoption of 2007 Share
      Incentive Plan”. A complete copy of the 2007 Share Incentive Plan is attached as
      Appendix “A”; and




5. to
      transact any other business that may properly come before the
      Meeting.




Only
      shareholders of record at March 19, 2007 will be entitled to notice of and
      to
      vote at the Meeting. **If
      you cannot attend the Meeting in person, please complete and return the enclosed
      proxy in the envelope provided. Proxies must be received by the Corporation’s
      registrar and transfer agent, Computershare Investor Services Inc., 100
      University Avenue, 9** **th** **Floor, Toronto, Ontario, M5J 2Y1 Canada, by 5:00 p.m. Eastern Daylight Time
      (EDT) on April 26, 2007.** If a
      return envelope is not enclosed with your proxy form, please mail your proxy
      form to Computershare Investor Services Inc., at the above address.




Toronto,
      Ontario, Canada




March
      1,
      2007




BY
      ORDER
      OF THE BOARD OF DIRECTORS






/s/
                Peter C. DoughertyPeter
                C. Dougherty
              Vice
                President Finance, Chief Financial Officer
              and
                Corporate Secretary












1









**TABLE
      OF CONTENTS**





APPOINTMENT
                OF PROXYHOLDER
            3EXERCISE
                OF VOTE BY PROXY
            3VOTING
                BY BENEFICIAL SHAREHOLDERS
            3REVOCABILITY
                OF PROXY
            4INTEREST
                OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED
                UPON
            4VOTING
                SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
            4ELECTION
                OF DIRECTORS
            5NOMINEES
                FOR ELECTION TO THE BOARD OF DIRECTORS
            5STATEMENT
                OF CORPORATE GOVERNANCE PRACTICES
            7Board
                Mandate
            7Corporate
                Governance Guidelines
            8Code
                of
                Ethics and Business Conduct Guidelines
            13STATEMENT
                OF EXECUTIVE COMPENSATION
            14Summary
                Compensation
            14Long-Term
                Incentive Plan
            15Aggregated
                Option Exercises During the Most Recently Complete Financial Year
                and
                Financial Year-End Option Values
            15Growth
                Incentive Plan
            16Actuarial
                Plans
            16Employment
                Contracts between the Corporation and Named Executive
                Officers
            16Composition
                of
                the Compensation Committee
            17Compensation
                Consultant Advice
            17Report
                on Executive Compensation
            17Performance
                Graph
            20Compensation
                of
                Directors
            20DIRECTORS’
                AND OFFICERS’ LIABILITY INSURANCE
            21SECURITIES
                AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
            21INDEBTEDNESS
                OF DIRECTORS AND EXECUTIVE OFFICERS
            22INTEREST
                OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
            22APPOINTMENT
                OF AUDITOR
            22ADOPTION
                OF 2007 SHARE INCENTIVE PLAN
            23DIRECTORS’
                APPROVAL
            25APPENDIX
                A
            26







2




**MERIDIAN
      GOLD INC.**




**MANAGEMENT
      INFORMATION CIRCULAR**




**AND
      PROXY STATEMENT**




**March
      1, 2007**




**This
      Management Information Circular and Proxy Statement (the “Circular”) is
      furnished in connection with the solicitation of proxies by the management
      of
      Meridian Gold Inc. (“Meridian” or the “Corporation”) for use at the Annual
      Special Meeting of Shareholders (or any adjournments thereof) of the Corporation
      (the “Meeting”) to be held at 4:00 p.m. Eastern Daylight Time (EDT) on Tuesday,
      May 1, 2007, at the Fairmont Royal York Hotel, in the British Columbia Room
      on
      the Main Mezzanine Level, located at 100 Front Street West, Toronto, Ontario,
      Canada (business attire required),**  **for
      the purposes set forth in the accompanying Notice of
      Meeting.** The
      solicitation will be primarily by mail, but proxies may also be solicited
      personally by regular employees of the Corporation for which no additional
      compensation will be paid or by consultants paid by the Corporation. The cost
      of
      preparing, assembling and mailing this Circular, the Notice of Meeting, form
      of
      proxy and any other material relating to the Meeting has been or will be borne
      by the Corporation. It is anticipated that copies of this Circular and the
      accompanying proxy form will be distributed to shareholders on or about March
      28, 2007.




Shareholders
      who are not able to attend the Meeting in person should complete and sign the
      enclosed proxy form and return it to Computershare Investor Services Inc.,
      the
      Corporation’s registrar and transfer agent, in the enclosed pre-addressed
      envelope. **To
      be effective, proxies must be received before 5:00 p.m. Eastern Daylight Time
      (EDT) on April 26, 2007 by Computershare Investor Services Inc., 100 University
      Avenue, 9** **th** **floor, Toronto, Ontario, Canada M5J 2Y1. Shareholders whose shares are held
      by a
      nominee may receive either a voting instruction form or form of proxy and should
      follow the instructions provided by the nominee.**




**APPOINTMENT
      OF PROXYHOLDER**




**Any
      shareholder has the right to appoint a person (who need not be a shareholder)
      other than the persons designated in the enclosed form of proxy to attend and
      to
      vote and to act for and on behalf of the shareholder at the Meeting. In order
      to
      do so, the shareholder may insert the name of such other person in the blank
      space provided in the proxy, or use another form of proxy.**




**EXERCISE
      OF VOTE BY PROXY**




The
      shares represented by properly executed proxies will be voted or withheld from
      voting in accordance with the instructions of the shareholder on any ballot
      that
      may be called for and, if the shareholder specifies a choice with respect to
      any
      matter to be acted upon, the shares shall be voted accordingly. Where a
      shareholder fails to specify a choice with respect to any matter referred to
      in
      the Notice of Meeting in a proxy appointing a management nominee (the nominees
      specified in the proxy enclosed with this Circular) as proxyholder, the shares
      represented by the proxy will be voted for or in favor of the matter to be
      voted
      upon.




The
      enclosed proxy confers discretionary authority with respect to any amendments
      or
      variations to the matters referred to in the Notice of Meeting and any other
      matters, which may properly come before the Meeting.




**VOTING
      BY BENEFICIAL SHAREHOLDERS**




Shareholders
      who hold shares through their brokers, intermediaries, trustees or other
      nominees (such shareholders being collectively called “Beneficial Shareholders”)
      should note that only proxies deposited by shareholders whose names appear
      on
      the share register of the Corporation may be recognized and acted




3




upon
      at
      the Meeting. If shares are shown on an account statement provided to a
      Beneficial Shareholder by a broker, then in almost all cases the name of such
      Beneficial Shareholders will not appear on the share register of the
      Corporation. Such shares will most likely be registered in the name of the
      broker or an agent of the broker. In Canada, the vast majority of such shares
      will be registered in the name of “CDS & Co.”, the registration name of The
      Canadian Depositary for Securities Limited, which acts as a nominee for many
      brokerage firms. Such shares can only be voted by brokers, agents or nominees
      and can only be voted by them in accordance with instructions received from
      Beneficial Shareholders. As a result, Beneficial Shareholders should carefully
      review the voting instructions provided by their broker, agent or nominee with
      this Circular and ensure they communicate how they would like their shares
      voted
      in accordance with those instructions.




Applicable
      regulatory policies require brokers and intermediaries to seek voting
      instructions from Beneficial Shareholders in advance of shareholders’ meetings.
      Each broker or intermediary has its own mailing procedures and provides its
      own
      return instructions to clients. The purpose of the form of proxy or voting
      instruction form provided to a Beneficial Shareholder by its broker, agent
      or
      nominee is limited to instructing the registered holder of the relevant shares
      on how to vote such shares on behalf of the Beneficial Shareholder. Most brokers
      now delegate responsibility for obtaining instructions from clients to
      Independent Investor Communications Corporation (“IICC”). IICC typically
      supplies a voting instruction form, mails those forms to Beneficial Shareholders
      and asks those Beneficial Shareholders to return the forms to IICC or follow
      specific telephone or other voting procedures. IICC then tabulates the results
      of all instructions received by it and provides appropriate instructions
      respecting the voting of shares at the Meeting. A Beneficial Shareholder
      receiving a voting instruction form from IICC cannot use that form to vote
      shares directly at the Meeting. Instead, the voting instruction form must be
      returned to IICC or the alternate voting procedures must be completed well
      in
      advance of the Meeting in order to ensure such shares are voted.




Although
      Beneficial Shareholders may not be recognized directly at the Meeting for the
      purpose of voting shares registered in the name of their broker, agent or
      nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for
      a
      shareholder and vote shares in that capacity. As a result, Beneficial
      Shareholders who wish to attend the Meeting and indirectly vote their shares
      as
      proxyholder for the registered shareholder should contact their broker, agent
      or
      nominee well in advance of the Meeting to determine the steps necessary to
      permit them to indirectly vote their shares as a proxyholder.




**REVOCABILITY
      OF PROXY**




In
      addition to revocation in any other manner permitted by law, under subsection
      148(4) of the *Canada
      Business Corporations Act* ,
      a
      shareholder who has executed a proxy has the power to revoke it by depositing
      an
      instrument in writing executed by the shareholder (or the shareholder’s attorney
      authorized in writing): (i) at the registered office of the Corporation at
      any
      time up to and including the last business day preceding the day of the Meeting
      (or any adjournment or postponement thereof), or (ii) with the chairman of
      the
      Meeting on the day of the Meeting (or any adjournment or postponement
      thereof).




**INTEREST
      OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED
      UPON**




None
      of
      the directors or officers of the Corporation, nor any associate or affiliate
      of
      any such person, have any direct or indirect material interest, in respect
      to
      matters to be acted upon other than the election of directors and the
      appointment of auditors.




**VOTING
      SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES**




As
      of
      March 1, 2007, there were 101,160,557 outstanding common shares of the
      Corporation. Holders of record of common shares in the capital of the
      Corporation at the close of business on March 19, 2007 are entitled to one
      vote
      for each common share held, except to the extent that subsequent transferees
      become entitled to vote by complying with the *Canada
      Business Corporations Act.*




To
      the
      knowledge of the Corporation and its directors or officers, the following table
      shows, as of March 1, 2007, each person who, beneficially owns, directly or
      indirectly, or exercises control or direction over, in excess of 10% of any
      class of voting securities of the Corporation:




4




**Class
                of Securities**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of Beneficial Ownership**
            **Percent
                of Class**Common
            Fidelity
                Management & Research Corporation
            18,110,550
            18%




**Notes**


Total
      shares owned is 18,110,550, which includes the sole voting power shares of
      5,566,350.




**ELECTION
      OF DIRECTORS**




By
      law,
      the Board of Directors of the Corporation (the “Board of Directors” or the
“Board”) proposes nominees for election to the Board each year in the proxy
      statement for the Annual Special Meeting of Shareholders (“AGM”). Each Director
      elected at the meeting will hold office until the next AGM or until his or
      her
      successor is elected or appointed. Between AGMs, the Board may appoint
      additional or replacement Directors as nominated by the Corporate Governance
      Committee to serve until the next AGM, subject to the limitations of the *Canada
      Business Corporations Act* .






**NOMINEES
      FOR ELECTION TO THE BOARD OF DIRECTORS**







**Name**
            **Municipality
                of Residence**
            **Director
                Since**
            **Age**
            **Shares
                Owned**(1)Edward
                C. Dowling
            Reno,
                Nevada, USA
            2006
            51
            50,000Richard
                P. Graff
            Evergreen,
                Colorado, USA
            2005
            60
            817Robert
                A. Horn
            Victoria,
                British Columbia, Canada
            2004
            63
            2,322Brian
                J. Kennedy
            Reno,
                Nevada, USA
            1996
            63
            177,544Christopher
                R. Lattanzi
            Toronto,
                Ontario, Canada
            1999
            69
            7,306Malcolm
                W. MacNaught
            Duxbury,
                Massachusetts, USA
            1997
            69
            13,322Gerard
                E. Munera
            Greenwich,
                Conneticut, USA
            2003
            71
            1,322Carl
                L. Renzoni
            Toronto,
                Ontario, Canada
            2000
            68
            6,322




Notes


(1) Information
      as to the number of shares of each class of voting shares of the Corporation
      and
      any of the Corporation’s subsidiaries beneficially owned, directly or
      indirectly, or over which control or direction is exercised, is not within
      the
      knowledge of management and has been furnished by the respective nominees,
      as of
      March 1, 2007. These numbers include restricted shares granted to the directors
      as part of their respective compensation arrangements. The directors
      individually and collectively own less than 1 percent of the outstanding shares
      of the Corporation.





Mr.
      Edward C. Dowling joined the Corporation in September of 2006 and currently
      holds the office of President and Chief Executive Officer of the Corporation.
      Prior to joining the Corporation, Mr. Dowling was the Executive Director of
      Mining and Exploration for DeBeers from 2004 - 2006, and from 1997 - 2004 he
      was
      the Executive Vice President of Cleveland Cliffs. Mr. Dowling has had extensive
      experience in the metals and mining industry since 1988, and he holds a Ph.D.
      in
      Mineral Processing from Pennsylvania State University, and is an Advanced
      Management Program Alum from Harvard Business School. Mr. Dowling is a director
      and officer of certain subsidiaries of the Corporation.





Mr.
      Richard P. Graff is a retired partner from PricewaterhouseCoopers LLP where
      he
      served as the audit leader in the United States for the mining industry. Since
      his retirement, Mr. Graff has been a consultant to the mining industry and,
      most
      recently, has served as a member of a Financial Accounting Standards Board
      task
      force for establishing accounting and financial reporting guidance in the mining
      industry. He received his undergraduate degree in Economics from Boston College
      and his post-graduate degree in Accounting from Northeastern University. He
      currently serves on the board of directors of NewWest Gold Corporation.





Mr.
      Robert A. Horn previously served as Vice President, Exploration for Inco
      Limited, FMC Gold Company and BP Canada and has served as a director for several
      mining companies. He has over 30 years experience in the mining industry. He
      received his B.Sc. (Honors) in Geology at University of Exeter, UK




5




and
      his
      M.Sc. in Geology at University College London, UK. He currently serves on the
      board of directors of Skye Resources and FinMetal Mining Ltd.





Mr.
      Brian
      J. Kennedy is the Chairman of the Board of Directors of the Corporation. He
      held
      the office of Vice Chairman, President and Chief Executive Officer of the
      Corporation from June 1996 to December 2006. He was President of FMC Gold
      Company, a predecessor of the Corporation, from May 1987 until June 1996. Mr.
      Kennedy holds a BS degree from the US Naval Academy and an MBA from Harvard
      University. He also serves on the board of Sierra Pacific
      Resources.





Mr.
      Christopher R. Lattanzi is a mining engineer, an independent mining consultant
      and former President of Micon International Limited, mineral industry
      consultants. He holds a B.Eng. (Mining) from the University of Melbourne and
      has
      over 40 years of experience in the planning and supervision of mining operations
      and as a consultant. Mr. Lattanzi currently serves as the independent Lead
      Director (the “Lead Director”) of the Corporation. He does not serve on any
      other publicly traded company’s boards.





Mr.
      Malcolm W. MacNaught culminated his career with Fidelity Investments in 1996
      where he managed the Fidelity Select Precious Metals and Minerals Fund and
      the
      Fidelity Select American Gold Portfolio Fund. He also acted as Manager of
      Fidelity Advisor Global Resources. Mr. MacNaught received his bachelor’s degree
      in Economics at Yale College and his MBA from Northeastern University. He is
      a
      private investor and does not serve on any other publicly traded company’s
      boards.





Mr.
      Gerard E. Munera previously served as President and Chief Executive Officer
      of
      Minorco USA (an affiliate of Anglo American), Senior Vice President of Corporate
      Planning and Development and Member of the Executive Committee of Rio Tinto,
      and
      Chief Executive Officer of Union Miniere (Brussels). His 40 years of business
      experience include chairmanships and directorships of senior and junior, private
      and public companies in the U.S., Australia, Africa, Europe and South America.
      Mr. Munera is a graduate of Ecole Polytechnique, and an officer of the French
      Legion of Honor. He currently serves on the boards of Dynamic Materials
      Corporation, Nevsun Resources Ltd., and Magindustries Corporation.





Mr.
      Carl
      L. Renzoni retired from BMO Nesbitt Burns in 2001, where he was employed since
      1969 and most recently served as a Managing Director. He brings over 30 years
      experience in the securities business specializing in the mining industry.
      Mr.
      Renzoni holds an Honors B.Sc. (Geology) degree from Queen’s University. He also
      currently serves on the boards of Peru Copper Inc. and International Molybdenum
      Ltd.





The
      following table provides information regarding the independence of all
      directors, as well as an attendance record of each director for all board and
      committee meetings held in 2006.




**Meeting
                Attendance in 2006****Director**
            **Independent**
                **Director**
            **Board****(1)**
                **(9
                  meetings)**
            **Audit
                Committee**
                **(4
                  meetings)**
            **Corporate
                Governance Committee**
                **(4
                  meetings)**
            **Compensation
                Committee**
                **(5
                  meetings)**Dowling,
                Edward C.(2)
            no
            4
                of 4Eckersley,
                John A.(3)
            yes
            3
                of 3
            
            1
                of 1Graff,
                Richard P.
            yes
            9
                of 9
            4
                of 4
            3
                of 3Horn,
                Robert A.
            yes
            9
                of 9
            
            
            5
                of 5Kennedy,
                Brian J.(4)
            no
            9
                of 9Lattanzi,
                Christopher R.
            yes
            8
                of 9
            4
                of 4
            
            5
                of 5MacNaught,
                Malcolm W.
            yes
            8
                of 9
            
            
            5
                of 5Munera,
                Gerard E.
            yes
            8
                of 9
            4
                of 4
            4
                of 4Renzoni,
                Carl L.
            yes
            9
                of 9
            
            4
                of 4


**Notes:**(1)
                At 5 of the Board of Directors meetings all independent directors
                participated in a private meeting without management or the
                non-independent directors present.(2)
                Mr. Dowling is not considered independent as he is the President
                and CEO
                of the Corporation. Addtionally, he joined the Board in October and
                was
                only eligible to attend 4 Board Meetings.(3)
                Mr. Eckersley was a Director of the Corporation until the 2006 AGM,
                at
                which time he did not stand for re-election, and was replaced by
                Mr. Graff
                as a member of the Governance Committee.(4)
                Mr. Kennedy is not considered independent as he has served as the
                President and CEO of the Corporation within the last 3
                years.





6





The
      following table provides information regarding the membership of each of the
      Corporation’s committees; only independent directors serve on committees of the
      Board. This information is also available on the Corporation’s website at
      www.meridiangold.com.





**Director**
            **Audit
                Committee**
            **Compensation
                Committee**
            **Corporate**
              **Governance
                Committee**Richard
                P. Graff(1)
            Chair
            
            XRobert
                A. Horn
            
            XChristopher
                R. Lattanzi
            X
            XMalcolm
                W. MacNaught
            
            ChairGerard
                E. Munera
            X
            
            XCarl
                L. Renzoni
            
            
            Chair


**Note:**


(1)
      The
      Board has determined Mr. Graff has met the requirements of financial expert
      and
      has designated him as the Audit Committee financial expert.




It
      is not
      anticipated that any of these nominees will be unable to serve as directors,
      but
      if that should occur for any reason prior to the Meeting, the persons named
      in
      the enclosed form of proxy shall be entitled to vote for any other nominees
      in
      their discretion.




**The
      Board of Directors unanimously recommends that each shareholder vote FOR the
      election of the above nominees as Directors.**


**STATEMENT
        OF CORPORATE GOVERNANCE PRACTICES**
 
 The
        Corporate Governance Committee is responsible for disclosing the Corporation’s
        approach to corporate governance. The Corporation’s Board Mandate (approved as
        of February 22, 2007) and Corporate Governance Guidelines (approved as of
        February 22, 2007) are presented as the Corporation’s statement of corporate
        governance practices. These guidelines may subsequently be revised for changes
        in the Toronto Stock Exchange, the New York Stock Exchange, security regulatory
        rules, or at the discretion of the Board. Copies of the Corporation’s most
        recent Board Mandate, Corporate Governance Guidelines, Committee Charters
        and
        Code of Ethics & Business Conduct Guidelines are available at the
        Corporation’s website at www.meridiangold.com.
  **Board
        Mandate**
 
 ***Board
        Responsibilities***
 
 The
        Board of Directors (the “Board”) is responsible for the stewardship of the
        Corporation, including the responsibility for:
 
 a)
              to
                  the extent feasible, satisfying itself as to the integrity of the
                  chief
                  executive officer (the “CEO”) and other executive officers and that the
                  CEO and other executive officers create a culture of integrity
                  throughout
                  the organization;
 b)
              adopting
                  a strategic planning process and approving, on at least an annual
                  basis, a
                  strategic plan which takes into account, among other things, the
                  opportunities and risks of the
                  business;
 c)
              the
                  identification of the principal risks of the Corporation’s business, and
                  ensuring the implementation of appropriate systems to manage these
                  risks;
 d)
              succession
                  planning (including appointing, training and monitoring senior
                  management);
 e)
              adopting
                  a communication policy for the
                  Corporation;
 f)
              the
                  Corporation’s internal control and management information systems;
 g)
              developing
                  the Corporation’s approach to corporate governance, including developing a
                  set of corporate governance principles and guidelines that are
                  specifically applicable to the Corporation;
                  and
 h)
              monitoring
                  compliance with the Corporation’s Code of Ethics and Business Conduct
                  Guidelines.
   7
  Subject
        to applicable law and
        regulations, the Board may delegate to committees of the Board duties that
        include elements of the above responsibilities.
 
 ***Feedback
        from Stakeholders***
 
 Management
        has been directed to inform the Board of feedback from stakeholders on material
        issues. In addition, Board members are invited to attend meetings and conference
        calls arranged by management with stakeholders and analysts. Independent
        Directors may be contacted through the Lead Director of the Board by writing
        to:
        Christopher R. Lattanzi, Lead Director of the Board, Meridian Gold Inc.,
        Suite
        900, 390 Bay Street, Toronto, ON M5H 2Y2, Canada.
 
 ***Director
        Responsibility***
 
 The
        Directors are required to exercise their business judgment acting honestly
        and
        in good faith in the best interests of the Corporation. In discharging this
        duty, Directors rely on the honesty and integrity of the Corporation’s
        management, outside advisors and consultants. Directors are expected to attend
        Board meetings and meetings of committees upon which they serve and to review
        materials distributed in advance of meetings.
 
  **Corporate
        Governance Guidelines**
 
 ***Philosophy***
 
 The
        Corporation has been committed to good corporate governance since its formation
        in 1996. Our Board maintains open and direct communications with management
        on
        all the major strategic, investment, operating, and management decisions.
        The
        Corporation is best served by an informed and interactive Board which has
        free
        access to all levels of management and to all of its operations. Through
        Board
        meetings, Board agendas and background briefing materials, monthly operating
        and
        financial reports, and frequent informal conversations, management shares
        information with the Board about outstanding issues. The cumulative experience
        and expertise of our Directors enables the Board to bring sound business
        judgment to its decision making process. The independence of our Directors
        has
        been fostered in order to bring an outside perspective to its deliberations.
 
 ***The
        Board***
 
 The
        Board has responsibility for the stewardship of the Corporation, including
        supervision of management of the business and affairs of the Corporation
        and our
        strategic planning process. The CEO and senior management are responsible
        for
        the management of our business, within the framework established by the Board
        and applicable law. The Board has developed and approved written position
        descriptions for the Chairman of the Board, the Lead Director of the Board,
        the
        Chair of each Board Committee and the CEO of the Corporation.
 
 ***Board
        Meetings***
 
 The
        Board historically meets a minimum of five times annually on an approved
        schedule. Regularly scheduled Board meetings are supplemented with telephonic
        meetings on specific issues, as needed.
 
 All
        Directors are notified each year of the dates and locations of all regularly
        scheduled Board and Board Committee meetings for that year. Before each meeting,
        the Chairman of the Board of Directors (the “Chairman”), along with the Lead
        Director and CEO develop a preliminary agenda and the Chairman, with
        consultation from other Directors, formalizes the agenda. All necessary
        background information for matters relevant to the agenda is delivered to
        each
        Director at least five days prior to the meeting.
 
 8
  
 ***Corporate
        Governance***
 
 The
        Board has established and follows a corporate governance program and has
        assigned the Corporate Governance Committee responsibility for that program.
        The
        following outlines our Corporate Governance Guidelines:
 
 **I.
        Chairman of the Board and Independent Lead Director**
 
 The
        Chairman of the Board is nominated by the Corporate Governance Committee
        and
        elected by a majority of the Directors. Historically the roles of Chairman
        and
        of the President and CEO have been separated between two individuals, thus
        maintaining a formal separation between the Board and management. In the
        event
        that an independent Chairman of the Board does not exist, the Board elects
        from
        its members a Lead Director. The purpose of the Lead Director is (a) to become
        the effective leader of the Board and oversee that the Board discharges its
        responsibilities; (b) to ensure the independence of the Board; (c) to complement
        the position of the Chairman of the Board; and (d) to undertake such other
        duties as the Board may from time to time delegate to the Lead
        Director.
 
 **II.
        Board Size and Composition**
 
 The
        optimal number of Directors has currently been determined to be eight, subject
        to annual review. The Board believes that this number is appropriate to ensure
        participation of Directors with complementary expertise in key areas of
        exploration, operations, legal, finance, and general management. Although
        experience with mining is valuable, it is not an essential qualification.
        The
        Board is large enough to provide the experience and maintain a strong committee
        structure. Annually, the Board reviews its size and composition and will
        adjust
        its size as necessary.
 
 Not
        more than two Directors, nor greater than 1/3 of Board, will be inside Directors
        ( *i.e.,* Directors
        who are, or were within the previous three years, officers of the Corporation).
 
 **III.
        Director Independence**
 
 A
        majority of the Directors, and all members of the Board committees, must
        meet
        the criteria for independence required by the Toronto Stock Exchange and
        the New
        York Stock Exchange, any other applicable laws, rules and regulations, and
        the
        guidelines established by the Board. At present all Directors, and all members
        of the Board committees, are independent, except for the CEO and the
        Chairman.
 
 The
        Board has determined that an “independent director” means a director who is not
        a member of management and is free from any interest and any business, family
        or
        other relationship which could, or could reasonably be perceived to, materially
        interfere with the director’s ability to act with a view to the best interests
        of the Corporation, other than interests and relationships arising from
        shareholdings in the Corporation. In accordance with Toronto Stock Exchange,
        New
        York Stock Exchange and applicable laws, rules and regulations, no director
        qualifies as “independent” unless the Board affirmatively determines that the
        director has no material relationship with the Corporation (either directly
        or
        as a partner, shareholder or officer, of an organization that has a relationship
        with the Corporation) other than as a director, or through interests and
        relationships arising from shareholdings in the Corporation. In
        addition:
 
 A
        director shall not be independent if within the preceding three
        years:
 
 a)
              the
                  director was an employee, an executive officer or an immediately
                  family
                  member of the director was an executive officer, of the
                  Corporation; b)
              the director or an immediate family member of
                the
                director received more than CDN$75,000 in direct compensation in
                any year,
                other than director and committee fees and pension or other forms
                of
                deferred compensation for prior service (provided such compensation
                is not
                contingent on continued service) from the
                Corporation;
 c)
              the
                  director was affiliated with, a partner of, or employed by, or
                  an
                  immediate family member of the director was affiliated with, a
                  partner of,
                  or employed in a
  9
 professional capacity by, the Corporation’s present or
                  former internal or external
                  auditor;
 d)
              the
                  director or an immediate family member of the director was employed
                  as an
                  executive officer of another company at any time where an executive
                  of the
                  Corporation served on the compensation committee of such other
                  company;
 e)
              the
                  director was an employee or executive officer, or an immediate
                  family
                  member of the director was an executive officer of a company that
                  made
                  payments to, or received payments from, the Corporation for property
                  or
                  services in an amount which, in any single fiscal year exceeded
                  the
                  greater of US$1 million, or 2% of such other company’s consolidated gross
                  revenues; and
 f)
              the
                  director was an executive officer of a charitable organization
                  that
                  received contributions from the Corporation which, in any single
                  fiscal
                  year exceeded the greater of US$1 million, or 2% of such charitable
                  organization’s total annual charitable
                  receipts.
 
 The
        following relationships shall not be considered to be material relationships
        that would impair a director’s independence:
 
 a)
              if
                  a director is a director of an affiliate of the Corporation provided
                  that
                  the director, except for such relationship, would be considered
                  to be
                  independent with respect to both
                  boards;
 b)
              if
                  a director is a director or an officer of another company which
                  is
                  indebted to the Corporation, or to which the Corporation is indebted,
                  and
                  the total amount of either company’s indebtedness to the other is less
                  than two percent of the total consolidated assets of the company
                  he or she
                  serves as a director or as an officer;
                  and
 c)
              if
                  a director serves as an officer, director or trustee of a charitable
                  organization and the Corporation’s charitable contributions to the
                  organization are less than the greater of US$1 million dollars
                  or 2% of
                  that organization’s total annual charitable
                  receipts.
 
 If
        a Director or a firm affiliated with a Director performs legal, consulting
        or
        other advisory services for the Corporation, the amount of fees for such
        legal,
        consulting or advisory services payable to such Director and such Director’s
        affiliated firm in any calendar year shall not exceed U.S.$25,000 in the
        aggregate without the prior approval of the Audit Committee.
 
 **IV.
        Director Recruitment and Retirement**
 
 The
        Board’s policy for identifying potential new Directors is to identify candidates
        that will provide the Board with members who have complementary and relevant
        backgrounds in any of the mining industry, international business, or matters
        relevant to the Corporation’s operations.
 
 Under
        the Corporation’s By-laws, no person who attains the age of 72 years is eligible
        for election, re-election or appointment as a Director, and no Director who
        has
        served for 10 years as a Director (other than a Director who is a chief
        executive officer or former chief executive officer of the Corporation) is
        eligible for re-election or appointment as a Director.
 
 **V.
        Election and Appointment of Directors**
 
 By
        law, the Board proposes nominees for election to the Board each year in the
        proxy statement for the AGM. Between AGM’s, the Board may appoint additional or
        replacement Directors to serve until the next AGM, subject to the limitations
        of
        the *Canada
        Business Corporations Act* .
 
 **VI.
        Director Orientation and Continuing Education**
 
 An
        orientation process is conducted for all new Directors. The orientation consists
        of providing a new director with a copy of the Board of Directors’ Reference
        Book, of meetings with the CEO, Corporate Secretary, and members of senior
        management, of attendance at no less than one corporate public presentation
        to
        investors/analysts and of a visit to and operating review of each major
        operation. Each new Director will be encouraged to complete this process
        within
        the first 12 months following election. The
  10
  Corporation
        provides directors with a comprehensive briefing of its business activities
        and
        finances and in addition, encourages directors to undertake training and
        education as to corporate governance matters, all at the expense of the
        Corporation.
 
 **VII.
        Committee Structure**
 
 The
        Board delegates certain of its powers to the Audit, Compensation, and Corporate
        Governance Committees. Each Committee has a Charter, approved by the Board,
        which defines the scope of its duties and responsibilities. Each Committee
        reviews its Charter annually and recommends approval of appropriate charter
        amendments to the Board. Each Charter requires the Committee to evaluate
        its
        performance annually. The Audit, Compensation, and Corporate Governance
        Committees are comprised of independent Directors only. Each independent
        Board
        member sits on at least one Committee. The frequency, length, and agendas
        of
        Committee meetings are determined by the Committee Chairman in consultation
        with
        Committee members and appropriate members of senior management. The Committee
        Chairman reports to the full Board on the matters undertaken at each Committee
        meeting.
 
 **VIII.
        Sessions of Outside Directors**
 
 The
        Lead Director presides over sessions of the outside Directors held during
        each
        regularly scheduled Board meeting, with neither inside Directors nor management
        present.
 
 **IX.
        Formal Evaluation of Chief Executive Officer**
 
 The
        Compensation Committee conducts an annual evaluation of the CEO which includes
        soliciting opinions from each Director. The results of the annual evaluation
        are
        discussed by the Chairman of the Compensation Committee with the CEO, and
        then
        in a meeting with the outside members of the Board.
 
 **X.
        Succession Planning/Management Development**
 
 The
        CEO presents an annual report to the Compensation Committee on succession
        planning and the Corporation's program for management development. The
        Compensation Committee conducts its own independent deliberations and makes
        a
        recommendation to the Board.
 
 **XI.
        Access to Management and Independent Advisors**
 
 Directors
        are invited to have complete, unrestricted access to management. Members
        of
        senior management normally attend portions of each regularly scheduled Board
        meeting. The Board may, when appropriate, obtain advice and assistance from
        outside advisors and consultants without prior approval of
        management.
 
 **XII.
        Director Compensation**
 
 The
        Corporate Governance Committee reviews the compensation of the Directors
        to
        ensure that it is competitive with comparable boards of directors and recommends
        changes to such compensation, as appropriate, to the Board for approval.
 
 **XIII.
        Director Share Ownership Guidelines**
 
 The
        Corporation has no requirement for minimum ongoing holdings of shares by
        Directors, but Directors are encouraged to maintain an ownership of shares
        at
        least equal in value to 100% of their annual retainer for Board
        service.
 
 **XIV.
        Senior Executive Share Ownership Guidelines**
 
 The
        Corporation has compensated its senior management and key contributors with
        base
        salary, bonuses, and equity awards. Management compensation is reviewed at
        least
        annually by the Compensation
  11
  Committee
        of the Board and adjusted based upon competitive industry data, corporate
        performance against goals and objectives, and individual
        performance.
 
 The
        purpose of the Corporation’s stock option and restricted shares plan is to
        develop the interest and incentive of eligible employees, officers and Directors
        in the Corporation’s growth and development by giving an opportunity to purchase
        common shares, thereby advancing the interests of the Corporation, enhancing
        the
        value of the common shares for the benefit of all shareholders and increasing
        the ability of the Corporation to attract and retain skilled and motivated
        individuals.
 
 The
        equity awards are made in accordance with the Share Incentive Plan currently
        approved by the shareholders of the Corporation. These equity awards have
        been
        in the form of restricted share and option awards. Both types of awards have
        a
        multiple year vesting requirement by management where 1/3 of each award matures
        on the anniversary date of the award over term. Consequently, senior management
        of the Corporation has a significant financial risk (or reward) based upon
        the
        ongoing performance of the Corporation. Accordingly, the Corporation has
        developed executive ownership guidelines that require senior management to
        maintain a minimum ownership holding in the Corporation. The CEO of the
        Corporation must maintain an ownership position value of at least two times
        his
        base salary, and the other members of senior management are required to maintain
        a position value of at least one times their base salary. All members of
        senior
        management are given a three year window from the time they join the Corporation
        in which to attain this level of executive ownership.
 
 **XV.
        Extensions of Credit**
 
 No
        loan guarantee, financial assistance, or similar extension of credit will
        be
        made to officers of the Corporation without prior Board approval. It is the
        intent of the Corporation to make such loans only when business activity
        by the
        Corporation makes this necessary. In no case will the Corporation be permitted
        to hold shares of the Corporation as collateral security for a loan to an
        officer.
 
 All
        such lending activity will be disclosed in the Corporation’s annual disclosure
        filings.
 
 **XVI.
        Board of Directors Self Assessment**
 
 The
        Board conducts an annual self-assessment process under the auspices of the
        Corporate Governance Committee, through questionnaires provided to all Board
        members. The completed questionnaires are reviewed by the Board and changes
        in
        the corporate governance process are considered based on the results of the
        Board’s review and analysis of the completed questionnaires. Pursuant to the
        self-assessment process, the Board reviews, among other matters, agenda items,
        meeting presentations, advance distribution of agendas and materials for
        Board
        meetings, interim communications to Directors, and access to and communications
        with senior management. The self assessment process also includes an evaluation
        of the Committees, the Chairman of the Board and an individual Director
        assessment.
  **Board
        Committees**
  The
        Corporation has three committees: Audit Committee, Compensation Committee
        and
        Corporate Governance Committee. The Committee Charters are available at the
        Company’s website at www.meridiangold.com.
  The
        Audit Committee, on behalf of the Board of Directors, has responsibility
        for:
        (a) reviewing the financial statements of the Corporation and recommending
        whether such statements should be approved by the Board of Directors; (b)
        appointing, retaining and terminating the independent auditors; (c) reviewing
        the scope of the audit to be conducted by the external and internal auditors
        of
        the Corporation; (d) reviewing the auditors’ fees and assessing the performance
        of external and internal auditors and the nature and cost of other services
        provided by such auditors; (e) reviewing all public disclosure documents
        containing financial information before release; (f) reviewing all post-audit
        or
        management letters containing material recommendations of the external auditor
        and management’s response in respect of any identified material weakness; and
        (g) having such other duties, powers and authorities as the Board of Directors
        may delegate to the Audit Committee from time to time. The members of the
        Audit
        Committee have the right, for the purpose of performing their duties, to
        inspect
        all the books and records of the
  12
  Corporation
        and its affiliates, and to discuss such accounts and records and any matters
        relating to the financial position or condition of the Corporation with the
        auditors of the Corporation or its affiliates. The Audit Committee is composed
        of a minimum of 3 directors. Each member of the Audit Committee must be
        independent and financially literate; as such terms are defined in Multilateral
        Instrument 52-110 - Audit Committees. Audit Committee members must meet the
        qualifications as set forth in the Corporation’s Annual Information Form (“AIF”)
        under Item 10, Audit Committee Member Qualifications.
  The
        Compensation Committee has responsibility for: (a) recommending the compensation
        of the CEO to the Board of Directors and approving the compensation of the
        other
        officers of the Corporation; (b) exercising the powers conferred on it by
        the
        Board of Directors with respect to option and share purchase plans; and (c)
        reviewing annually, or more often if it deems appropriate, succession plans
        for
        key executives, performance appraisals (having regard to the criteria referred
        to under “Executive Annual Incentive Plan”), development of senior officers,
        senior management organization and reporting structure, contingency plans
        in the
        event of the unexpected disability of key executives, and performance and
        funding of pensions and other benefits. The Compensation Committee is composed
        of a minimum of 3 independent directors.
  The
        Corporation has a Corporate Governance Committee which stands in place of
        a
        Nominating Committee. The Corporate Governance Committee, on behalf of the
        Board
        of Directors, has responsibility to: (a) identify and recommend individuals
        to
        the Board of Directors for nomination as members of the Board and its committees
        (other than the Corporate Governance Committee); (b) develop and recommend
        to
        the Board of Directors corporate governance principles applicable to the
        Corporation; and (c) undertake such other duties as the Board of Directors
        may
        from time to time delegate to the Corporate Governance Committee. The Corporate
        Governance Committee is composed of a minimum of 3 independent directors.
  As
        additional members join the Board of Directors and as the needs of the
        Corporation change, the Board of Directors will review the need for, and
        establish as appropriate, additional committees.
  **Code
        of Ethics and Business Conduct Guidelines**
  The
        Corporation maintains a written Code of Ethics (the “Code”) and Business Conduct
        Guidelines (the “Guidelines”) for all Directors, executive officers and
        employees, requiring adherence to high standards of personal and corporate
        conduct. All Directors, all U.S. employees and all managers at non-U.S.
        locations of the Corporation annually acknowledge (in writing) adherence
        to the
        Code and Guidelines. The Corporation’s Code and Guidelines are available for
        review at www.meridiangold.com, and are also filed with
        the Canadian Securities Administrators in the SEDAR filing system at
        www.sedar.com.
  Employees
        who know of violations of the Code or Guidelines are obligated to report
        them to
        management, to the Chairman of the Board, Corporate Governance Committee,
        to the
        Corporation’s legal counsel or directly to the Corporation’s Vice President of
        Human Resources. The Vice President of Human Resources is responsible for
        ensuring the Code is properly implemented and monitored. It is the Corporation’s
        policy and intent that, except for knowingly reporting false accusations,
        every
        employee may report Code, Guidelines, policy or law violations without fear
        of
        retaliation.
  This
        statement of corporate governance practices has been developed and approved
        by
        the Board of Directors.
 
  
  13
 
  **Statement
        of Executive Compensation**
 
 ***Summary
        Compensation***
  The
        following table sets forth the compensation of the Named Executive Officers
        (“NEOs”) being comprised of the Corporation’s Chief Executive Officer, Chief
        Financial Officer and by its three other most highly compensated executive
        officers who served during such periods.
  Summary
        Compensation Table(1)
 
 ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **Long-term
                  Compensation**
              ****
              ****
              ****
              ********
              ****
              ****
              ****
              ****
              **Annual
                  Compensation**
              ****
              ****
              **Awards**
              ****
              ****
              **Payouts**
              ****
              ****
              ****
              ******NEO
                  Name and**
                **Principal
                  Position**
              ****
              ****
              **Year**
              ****
              ****
              **Salary**
              ****
              ****
              **Bonus**
              ****
              ****
              **Other
                  Annual**
                **Compen-**
                **sation(2**
              **)**
              ****
              **Securities**
                **under
                  Options**
                **Granted(3**
              **)**
              ****
              **Restricted**
                **Shares
                  Granted(3)(4**
              **)**
              ****
              **LTIP
                  Payouts ($(5)**
              
              ****
              **All
                  Other**
                **Compen-**
                **sation(6****Edward
                  C. Dowling**
              
              
              2006
              
              $
              115,385
              
              $
              200,000
              
              $
              5,000
              
              
              -
              
              $
              1,303,500
              
              
              -
              
              $
              1,196,995President
                  and Chief
              
              
              2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Executive
                  Officer
              
              
              2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Brian
                  J. Kennedy**
              
              
              2006
              
              $
              467,232
              
              $
              354,045
              
              $
              34,515
              
              
              -
              
              
              -
              
              $
              816,301
              
              $
              2,736,098Vice
                  Chairman, President and
              
              
              2005
              
              $
              444,983
              
              $
              341,524
              
              $
              23,918
              
              
              50,855
              
              
              -
              
              $
              644,694
              
              
              -Chief
                  Executive Officer
              
              
              2004
              
              $
              421,785
              
              $
              315,706
              
              $
              21,154
              
              
              62,487
              
              
              -
              
              $
              544,549
              
              
              -**Peter
                  C. Dougherty**
              
              
              2006
              
              $
              188,444
              
              $
              116,549
              
              $
              13,943
              
              
              -
              
              
              -
              
              $
              232,626
              
              
              -Vice
                  President, Finance &
              
              
              2005
              
              $
              180,329
              
              $
              106,120
              
              $
              12,993
              
              
              15,800
              
              
              -
              
              $
              165,371
              
              
              -Chief
                  Financial Officer
              
              
              2004
              
              $
              171,271
              
              $
              100,078
              
              $
              10,981
              
              
              16,331
              
              
              -
              
              $
              98,325
              
              
              -**Edgar
                  A. Smith**
              
              
              2006
              
              $
              181,775
              
              $
              100,064
              
              $
              14,311
              
              
              -
              
              
              -
              
              $
              247,093
              
              
              -Vice
                  President Operations
              
              
              2005
              
              $
              173,947
              
              $
              104,452
              
              $
              13,426
              
              
              15,241
              
              
              -
              
              $
              193,593
              
              
              -2004
              
              $
              168,065
              
              $
              94,574
              
              $
              11,959
              
              
              19,089
              
              
              -
              
              $
              162,892
              
              
              -**Darcy
                  E. Marud**
              
              
              2006
              
              $
              181,124
              
              $
              112,456
              
              $
              14,186
              
              
              -
              
              
              -
              
              $
              264,520
              
              
              -Vice
                  President Exploration
              
              
              2005
              
              $
              170,872
              
              $
              102,605
              
              $
              13,643
              
              
              14,971
              
              
              -
              
              $
              160,402
              
              
              -2004
              
              $
              161,200
              
              $
              101,982
              
              $
              4,831
              
              
              21,971
              
              
              -
              
              $
              77,650
              
              
              -**Darrin
                  L. Rohr**
              
              
              2006
              
              $
              177,598
              
              $
              107,425
              
              $
              14,132
              
              
              -
              
              
              -
              
              $
              223,913
              
              
              -Vice
                  President Human
              
              
              2005
              
              $
              169,950
              
              $
              105,043
              
              $
              13,348
              
              
              13,596
              
              
              -
              
              $
              111,562
              
              
              -Resources
              
              
              2004
              
              $
              154,500
              
              $
              97,001
              
              $
              7,725
              
              
              17,548
              
              
              -
              
              $
              22,903
              
              
              -
 
 **Notes:**
 1.
              All
                  figures are expressed in U.S.
                  dollars
 2.
              Consists
                  of matching payments to a 401(k) Savings Plan and non-qualified
                  plan
                  established by a subsidiary of the Corporation. Excludes any perquisites
                  and other benefits not greater than the lesser of Cdn$50,000 and
                  10% of
                  the NEO’s total annual salary and bonus.
 3.
              None
                  of the securities under “Securities under Options Granted” or “Restricted
                  Shares Granted” carry a right to receive dividends of a preferential or
                  above-market rate.
 4.
              Stated
                  in terms of the dollar value of restricted shares (calculated by
                  multiplying the closing market price of the Corporation’s unrestricted
                  shares on the date of grant by the number of restricted shares
                  awarded).
                  These restricted shares were granted per the terms of Mr. Dowling’s new
                  hire agreement with the Corporation. All shares vest in whole or
                  in part
                  in less than 3 years and the vesting schedule is as follows: a
                  third
                  vested immediately and a third vested at each of the first and
                  second
                  anniversaries. No dividends or dividend equivalents were declared
                  payable
                  during the most recently completed financial year on the restricted
                  shares
                  disclosed.
 5.
              Consists
                  of a combination of cash payments and the calculated value of restricted
                  shares that have vested during the year-ended 2006 received by
                  each
                  executive as part of a Long Term Incentive Plan ("LTIP"). The value
                  of the
                  vested restricted shares is calculated by multiplying the closing
                  market
                  price of the Corporation’s unrestricted shares on the date of vesting by
                  the number of restricted shares vested. The LTIP is described further
                  under the heading “Long-Term Incentive Plan” of this Information
                  Circular.
 6.
              In
                  the case of Mr. Dowling, the 2006 figure includes a $550,000 sign-on
                  bonus, a $550,000 payment made to him for his forfeited Long Term
                  Incentive Plan payment from DeBeers and a value of US$96,995 for
                  his
                  relocation expenses from South Africa to the United States. In
                  the case of
                  Mr. Kennedy, the 2006 figure consists of payments made to him upon
                  his
                  retirement on December 31, 2006 as per the terms of his separation
                  agreement. A detailed explanation of this payment is provided on
                  page 19
                  of this Information Circular.
   14
  ***Long-Term
        Incentive Plan***
  The
        Corporation has an LTIP which is designed to attract, retain and motivate
        employees, officers and directors of the Corporation so as to grow the
        Corporation in terms of production and income. This purpose is achieved by
        providing an opportunity to purchase common shares through stock options
        or by
        granting restricted shares of the Corporation thereby advancing the interests
        of
        the Corporation and enhancing the value of the common shares for the benefit
        of
        all shareholders. The option and/or share awards are based upon a multiplier
        of
        the executive’s base salary, which is benchmarked by Mercer Human Resource
        consulting against other North American gold mining companies. The Corporation’s
        Compensation Committee reviews and recommends to the full board the payouts
        under the LTIP, which are based on performance factors at both the individual
        and corporate level. The restricted shares granted to the executive officers
        of
        the Corporation, which are noted in the table below, were granted as part
        of the
        LTIP of the Corporation. To date, all restricted shares granted under the
        LTIP
        plan are scheduled to vest over a three year period. Of the LTIP grant in
        2006,
        50% of the value was granted as cash compensation and 50% was granted as
        restricted shares; both cash and share portions vest over a three year period
        and are subject to forfeiture if the executive voluntarily separates from
        the
        Corporation. This plan is subject to yearly review and adjustment by the
        Compensation Committee.
  **Estimated
                  Future Payouts Under Non-Securities-Price-Based Plans(2)(3)**
              ******NEO
                  Name**
              ****
              ****
              **Securities,
                  Units or Other Rights (#**
              **)**
              ****
              **Performance
                  or Other Period Until Maturation or Payout(1)**
              
              ****
              **Threshold
                  ($**
              **)**
              ****
              **Target
                  ($**
              **)**
              ****
              **Maximum
                  ($**
              **)**Edward
                C. Dowling
              
              
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -Brian
                  J. Kennedy
              
              
              32,640
              
              
              3
                  years
              
              $
              -
              
              $
              1,401,696
              
              $
              2,803,392Peter
                  C. Dougherty
              
              
              11,269
              
              
              3
                  years
              
              $
              -
              
              $
              433,421
              
              $
              866,842Edgar
                  A. Smith
              
              
              10,870
              
              
              3
                  years
              
              $
              -
              
              $
              418,083
              
              $
              836,165Darcy
                  E. Marud
              
              
              10,831
              
              
              3
                  years
              
              $
              -
              
              $
              416,585
              
              $
              833,170Darrin
                  L. Rohr
              
              
              10,620
              
              
              3
                  years
              
              $
              -
              
              $
              408,475
              
              $
              816,951
  Notes:
 (1)
        Awards vest in whole or in part in less than 3 years and the vesting schedule
        is
        as follows: a third vested at each of the first, second and third
        anniversaries.
 (2)
        NEOs receive awards based on a multiplier ranging from one to three times
        their
        annual base salary. Awards received are paid out 50% in cash and 50% in
        restricted shares vesting a third per year over a 3 year period. Restricted
        Shares granted are calculated by dividing the closing market price of the
        Corporation’s unrestricted shares on the date of grant by 50% of the total award
        amount.
 (3)
        Of the 50% granted as restricted shares, the stock price on the date of grant
        was US$26.21; the actual future payouts will be dependent on the stock price
        on
        the date of vesting.
  ***Aggregated
        Option Exercises During the Most Recently Complete Financial Year and Financial
        Year-End Option Values***
  The
        following table provides information concerning: (a) options exercised by
        any
        NEOs during the financial year ended December 31, 2006; and (b) the number
        and
        the value at December 31, 2006 of unexercised options held by the NEOs. In
        the
        table, “exercisable” options are those for which the vesting period or
        conditions, if any, have been met, and “in the money” options are those where
        the exercise price was less than the market price of the common shares at
        the
        close of business on December 29, 2006.
 
 ****
              ****
              
              ****
              ****
              
              ****
              **Unexercised
                  Option at FY-End**
              
              **Value
                  of Unexercised in-the-Money Options at FY-End****NEO
                  Name**
              ****
              ****
              **Securities
                  Acquired on Exercise (#**
              **)**
              ****
              **Aggregate
                  Value Realized (US$**
              **)**
              ****
              **Exercisable**
                **(#**
              **)**
              ****
              **Unexercisable**
                **(#**
              **)**
              
              ****
              **Exercisable**
                **(US$**
              **)**
              ****
              **Unexercisable**
                **(US$**
              **)**Brian
                  J. Kennedy
              
              
              228,700
              
              $
              5,065,036
              
              
              285,884
              
              
              -
              
              
              $
              4,238,116
              
              $
              -Edward
                  C. Dowling
              
              
              -
              
              $
              -
              
              
              -
              
              
              -
              
              
              $
              -
              
              $
              -Peter
                  C. Dougherty
              
              
              36,400
              
              $
              1,084,553
              
              
              42,251
              
              
              15,978
              
              
              $
              561,192
              
              $
              181,215Edgar
                  A. Smith
              
              
              61,700
              
              $
              1,462,679
              
              
              103,984
              
              
              16,524
              
              
              $
              1,773,270
              
              $
              191,197Darcy
                  E. Marud
              
              
              21,076
              
              $
              560,223
              
              
              43,526
              
              
              17,305
              
              
              $
              702,564
              
              $
              203,647Darrin
                  L. Rohr
              
              
              26,392
              
              $
              492,026
              
              
              -
              
              
              14,914
              
              
              $
              -
              
              $
              173,121
  15
  **Growth
        Incentive Plan**
  The
        Corporation also has a Growth Incentive Plan (“GIP”) effective as of January 1,
        2007. This plan was put in place in order to encourage acceptable risk-taking
        by
        the officers of the Corporation in order to align with our shareholders’
expectations for future corporate performance. The program’s aim is to create a
        quality organization for our shareholders, which focuses on the quality of
        ounces produced and profitability versus a company which is focused on growth
        for growth’s sake alone. The GIP incorporates 3 critical drivers for growth,
        focusing on certain production goals, reserve increase, and merger and
        acquisition success. If all or a portion of the target goals are met, the
        plan
        participants will receive a cash and restricted share bonus to be divided
        evenly
        amongst all participants. If every single target goal were met within the
        prescribed time frame, the maximum payout allowable under the plan would
        be a
        total value of US$49 million. The plan is reviewed yearly by the Board of
        Directors and has a sunset clause in 2008.
 
 ***Actuarial
        Plans***
  The
        NEOs are participants in a defined benefit pension plan and a supplemental
        retirement plan of Meridian Gold Company, the Corporation’s United States
        principal operating subsidiary. The following table provides information
        concerning the total annual retirement benefit payable under these arrangements
        at retirement (normally age 65).
  **Final
                  Annual Earnings****(1)**
              
              **Years
                  of Service****(1)****10**
              
              
              **15**
              
              
              **20**
              
              
              **25**
              
              
              **30**$100,000
              
              $
              12,309
              
              $
              18,464
              
              $
              24,618
              
              $
              30,773
              
              $
              36,927$125,000
              
              $
              16,059
              
              $
              24,089
              
              $
              32,118
              
              $
              40,148
              
              $
              48,177$150,000
              
              $
              19,809
              
              $
              29,714
              
              $
              39,618
              
              $
              49,523
              
              $
              59,427$175,000
              
              $
              23,559
              
              $
              35,339
              
              $
              47,118
              
              $
              58,898
              
              $
              70,677$200,000
              
              $
              27,309
              
              $
              40,964
              
              $
              54,618
              
              $
              68,273
              
              $
              81,927$225,000
              
              $
              31,059
              
              $
              46,589
              
              $
              62,118
              
              $
              77,648
              
              $
              93,177$250,000
              
              $
              34,809
              
              $
              52,214
              
              $
              69,618
              
              $
              87,023
              
              $
              104,427$300,000
              
              $
              42,309
              
              $
              63,464
              
              $
              84,618
              
              $
              105,773
              
              $
              126,927$400,000
              
              $
              57,309
              
              $
              85,964
              
              $
              114,618
              
              $
              143,273
              
              $
              171,927$500,000
              
              $
              72,309
              
              $
              108,464
              
              $
              144,618
              
              $
              180,773
              
              $
              216,927$600,000
              
              $
              87,309
              
              $
              130,964
              
              $
              174,618
              
              $
              218,273
              
              $
              261,927$700,000
              
              $
              102,309
              
              $
              153,464
              
              $
              204,618
              
              $
              255,773
              
              $
              306,927$800,000
              
              $
              117,309
              
              $
              175,964
              
              $
              234,618
              
              $
              293,273
              
              $
              351,927$900,000
              
              $
              132,309
              
              $
              198,464
              
              $
              264,618
              
              $
              330,773
              
              $
              396,927$1,000,000
              
              $
              147,309
              
              $
              220,964
              
              $
              294,618
              
              $
              368,273
              
              $
              441,927
 
 (1)
          All figures are expressed in U.S. dollars.
  Compensation
        covered by this plan includes only the remuneration appearing in the “Salary”
and “Bonus” columns in the Summary Compensation Table. Benefits are computed
        using a straight-life annuity and are subject to deductions for social security
        or other offset amounts. The defined benefit plans allow election of payout
        as a
        lump sum or through various annuities. The NEOs have the following number
        of
        years of service credited: Mr. Kennedy, 33, Mr. Dougherty, 16, Mr. Smith,
        8, Mr.
        Marud, 10, and Mr. Rohr, 3. Credited years of service, in the case of Messers.
        Kennedy and Dougherty include service with FMC Corporation and FMC Gold Company,
        the Corporation’s predecessors.
 
 ***Employment
        Contracts between the Corporation and Named Executive
        Officers***
  Each
        of the NEOs has entered into an employment contract with the Corporation
        or
        Meridian Gold Company. Each of these contracts has a term of 3 years, which
        is
        automatically extended for an additional day so that on each day of employment,
        the term of the Executive’s employment shall be 3 years. Compensation is
        comprised of base salary, bonus, restricted shares, stock options, and other
        awards generally at the discretion of the Compensation Committee of the Board
        of
        Directors of the Corporation,
  16
  together
        with certain benefits. The employment contracts also provide for certain
        payments to the employee upon certain defined events of termination of
        employment (including termination, a change of control or a change of
        responsibility after a change of control of the Corporation). These payments
        range from 18 months to 36 months of the employee’s regular monthly compensation
        as defined in the executive employment agreements between each NEO and the
        Corporation.
 
 ***Composition
        of the****Compensation Committee***
  The
        Compensation Committee of the Corporation determined the compensation of
        the
        Corporation’s executive officers, including the NEOs. Christopher R. Lattanzi,
        Malcolm W. MacNaught and Robert A. Horn were Compensation Committee members
        throughout the year. All Compensation Committee members are non-employee
        directors that meet the Toronto Stock Exchange, New York Stock Exchange and
        securities regulatory requirements with respect to independent directors.
  ***Compensation
        Consultant Advice***
  The
        Compensation Committee charter provides that the Committee may hire consultants
        to assist in reviewing the competitiveness and appropriateness of the
        Corporation’s overall compensation policies and processes. Mercer Human Resource
        Consulting was retained by the Compensation Committee to provide market data
        on
        executive compensation and Supplementary Executive Retirement Plans including
        a
        technical analysis of the market data in light of the Corporation’s compensation
        plans and practices. Decisions made by the Compensation Committee are the
        responsibility of the Committee and may reflect factors other than the
        information provided by Mercer.
  The
        report of the Compensation Committee on these matters is set forth
        below.
  ***Report
        on Executive Compensation***
  *Compensation
        Philosophy*
  The
        Corporation’s principal goal is to create value for its shareholders. The
        Corporation believes that directors, officers and employees should have their
        benefits aligned with both the short-term and long-term interests of the
        shareholders.
  Prior
        to discussing executive compensation for a given year, the Committee reviews
        materials prepared by management on executive compensation and the Corporation’s
        benefit programs applicable to senior executives. Every January, July and
        December, management provides such compensation and benefit materials to
        the
        Committee, which includes tally sheets for each of the executive officers.
        The
        tally sheets summarize all compensation paid that year to the executive officers
        as well as compensation payable to the executive officers under various
        scenarios, such as at retirement, upon a change of control of the Corporation,
        and at a termination of employment prior to retirement.
  The
        objectives of the executive compensation package for the Corporation’s executive
        officers are to:
  •
              set
                  levels of annual salary and bonus compensation that will attract
                  and
                  retain superior executives in the highly competitive environment
                  of global
                  mining companies;
  •
              provide
                  annual bonus compensation for executive officers that varies with
                  the
                  Corporation’s financial performance up to and including the Corporation’s
                  stock price as well as an individual’s contribution so as to reflect the
                  executive officers’ individual contribution to the Corporation’s
                  success;
  •
              provide
                  long-term compensation that is tied to the Corporation’s overall success
                  so as to focus the attention of the executive officers on managing
                  the
                  Corporation from the perspective of an owner over a long term
                  period;
  17
  •
              emphasize
                  performance-based compensation, through annual bonus compensation
                  and
                  long-term compensation, over fixed compensation;
                  and
  •
              encourage
                  performance in non-financial matters of importance to the Corporation,
                  such as promoting diversity in the workplace, positioning the Corporation
                  for longer-term success, promoting the development of management,
                  and
                  maintaining and enhancing the Corporation’s compliance with legal
                  requirements.
  The
        compensation of the Corporation’s executive officers is comprised of three
        components: base salary, annual cash bonus and long-term incentive in the
        form
        of stock options, restricted shares, and/or cash awards. It is structured
        to be
        competitive with a select group of comparative North American gold mining
        companies. A portion of the annual cash bonus (75% for the CEO and 60% for
        all
        other executive officers) is directly related to the overall performance
        of the
        Corporation with respect to share price performance against the Gold and
        Silver
        index (XAU), operational performance measures, reserve/resource expansion
        and
        executing strategic initiatives. These performance targets are agreed upon
        by
        the Board of Directors at the beginning of each year. The balance of the
        bonus
        is based on individual performance.
  Annual
        cash bonuses, restricted shares, stock options and other awards are directly
        related to company performance and the individual’s contribution. The
        Corporation strongly believes that annual incentives and stock options play
        an
        important role in increasing shareholder value. Outstanding stock options
        and
        restricted shares are not taken into account when determining whether and
        how
        many new stock options or restricted shares should be awarded.
  *Base
        Salary*
  To
        ensure that the Corporation is capable of attracting, motivating and retaining
        individuals with exceptional executive skills, cash compensation is reviewed
        and
        adjusted annually, based primarily on individual and corporate performance,
        as
        well as compensation practices of similar gold mining companies.
  The
        Board of Directors approved salaries and a bonus plan (the “Bonus Plan”) for the
        Corporation’s executives for 2006 and subsequent years, based on the Board of
        Directors’ own determination and discussion, reports commissioned by independent
        consultants and the recommendations of management and the Compensation Committee
        of the Board of Directors (which recommendations were endorsed by the Board
        of
        Directors), which were in turn based on enumerated and weighted objectives
        for
        each. In all such discussions, Mr. Kennedy and Mr. Dowling absented themselves
        from the Board of Directors’ determinations of compensation of the Corporation’s
        President and CEO.
  *Stock
        Options and Restricted Shares*
  The
        Corporation has established a share incentive plan, which was approved by
        the
        shareholders on April 21, 1999, and amended on May 7, 2002 and most recently
        on
        July 25, 2006 (the “1999 Share Incentive Plan”), in which directors, officers,
        employees and service providers and consultants of the Corporation and
        subsidiaries of the Corporation (individually a "Participant and collectively
        “Participants”) are entitled to participate.
  The
        purpose of the Corporation’s stock option and restricted share plan is to
        develop the interest and incentive of Participants in the Corporation’s growth
        and development by providing an opportunity to purchase common shares through
        options, thereby advancing the interests of the Corporation, enhancing the
        value
        of the common shares for the benefit of all shareholders and increasing the
        ability of the Corporation to attract and retain skilled and motivated
        individuals. There were no stock options granted to the NEOs in 2006. During
        2006, the amount of restricted shares that would have otherwise been issued
        was
        reduced by one-half and an equivalent cash award was added to help executive
        officers pay the taxes on vesting restricted shares without having to sell
        shares.
  Stock
        options and restricted shares are granted, in accordance with the Corporation’s
        1999 Share Incentive Plan approved by the shareholders, at not less than
        the
        closing price of the common shares on the business
  18
  day
        immediately prior to the date of grant. The terms of these awards are one-third
        vesting annually with a 10 year term limit per stock option award
        granted.
  *President
        and Chief Executive Officer*
  The
        Compensation Committee and the Board of Directors are of the view that Mr.
        Dowling provides the Corporation with quality leadership and in making their
        compensation decision they considered other factors, including his contribution
        to the business performance and anticipated future performance of the
        Corporation.
  The
        overall performance of the Corporation is the determinate of 75 percent of
        the
        variable compensation of the President and CEO, as discussed above. An
        additional 25 percent of the variable compensation of the President and CEO
        is
        based on achievement of specific objectives agreed upon **** by
        the Board of Directors at the beginning of each fiscal year and personal
        contribution as determined by the Compensation Committee.
  In
        2006, in consideration of his contribution to the Corporation, Mr. Kennedy
        received a salary of US$467,232, was awarded a cash bonus of US$354,045,
        and was
        granted 32,640 restricted common shares, which are now fully vested per the
        terms of his separation agreement with the Corporation. On January 1, 2007
        Mr.
        Kennedy became Chairman of the Board of Directors of Meridian Gold Inc. and
        ceased his employment as President and CEO of the Corporation. As part of
        the
        terms of Mr. Kennedy’s separation agreement with the Corporation, he received a
        severance payment in December 2006 in the amount of US$2,736,097.96. This
        payment includes 2 years of his regular monthly compensation plus an amount
        equal to 5 weeks of his base salary for unused vacation time. Additionally,
        the
        payment includes an average of the awards of cash compensation payable to
        Mr.
        Kennedy under the Corporation’s bonus plan in respect of the 2 calendar years
        completed immediately prior to his separation date. Mr. Kennedy also received
        payments for his normal annual executive benefit reimbursement, a transition
        allowance, as well as the executive auto allowance for 2 years. Lastly, Mr.
        Kennedy received a cash payment for the dollar value of his vested restricted
        shares per the Corporation’s Long Term Incentive Plan that all NEOs are
        participants of.
  Mr.
        Dowling, who was hired in September of 2006 as the CEO-Designate to assume
        the
        role of President and CEO of the Corporation as of January 1, 2007, received
        a
        pro-rated salary in 2006 of US$115,385, was awarded a cash bonus of US$200,000,
        was granted 50,000 restricted common shares, 1/3 of which vested immediately
        upon date of hire and the remaining 2/3 to vest over a period of 2 years
        from
        the date of grant. Additionally Mr. Dowling received a sign-on bonus of
        US$550,000, a US$550,000 payment to compensate for his forfeited DeBeers
        Long
        Term Incentive Plan award that would have vested in 2006 and the Corporation
        spent US$96,995 for relocating Mr. Dowling and his family from South Africa
        to
        the United States. Mr. Dowling’s regular annual base salary is currently fixed
        at US$400,000.
  *Executive
        Officer Compensation*
  The
        Compensation Committee has also approved those executive officers of the
        Corporation and its subsidiaries that will be eligible to participate in
        the
        bonus plan in 2007, together with enumerated and weighted objectives for
        each of
        these executive officers. Going forward, the Compensation Committee and,
        as
        appropriate, the Board of Directors, will address other issues relating to
        executive compensation, including the relative emphasis on the components
        of
        executive compensation.
  **Approved
        by the Compensation Committee**
  Robert
        A. Horn, Christopher R. Lattanzi and Malcolm W. MacNaught (Chair)
  19
  ***Performance
        Graph***
  The
        following graph charts performance of an investment in the common shares
        of the
        Corporation against the S&P/TSX Composite Index and the TSX Gold and
        Precious Metals Sub-Index, assuming an investment of $100 on December 31,
        2001.
        The Corporation paid no dividends during this period.
  
 (1)
        In 2002, the S&P/TSX Composite Index replaced the TSX 300
        Index.
  ***Compensation
        of Directors***
  The
        Corporate Governance Committee annually reviews the compensation of the
        Directors to ensure that it is competitive with comparable boards of directors
        and recommends changes to such compensation, as appropriate, to the Board
        for
        approval. Each director may elect to receive all or a part of his compensation
        in shares of the Corporation. The Governance Committee conducted a thorough
        review of director compensation in December of 2006, comparing cash and equity
        compensation to that of several other North American gold and precious metals
        companies. The Governance Committee concluded that in order to remain
        competitive with comparable boards of directors that the director compensation
        rates for 2007 would be modified. The table below illustrates the director
        pay
        in 2006 vs. the new rates for 2007.
  
 **2006
                  Director Compensation**
              
              
              **2007
                  Director Compensation****Annual
                  Cash Retainer**Chairman
                  of the Board
              
              US$
              50,000
              
              
              Chairman
                  of the Board
              
              US$
              1Independent
                  Lead Director
              
              
              n/a
              
              
              Independent
                  Lead Director
              
              US$
              55,000Other
                  Directors
              
              US$
              20,000
              
              
              Other
                  Directors
              
              US$
              45,000Audit
                  Committee Chair
              
              US$
              5,000
              
              
              Audit
                  Committee Chair
              
              US$
              6,500Other
                  Committee Chairs
              
              US$
              3,000
              
              
              Other
                  Committee Chairs
              
              US$
              4,000**Equity
                  Compensation**Chairman
                  of the Board
              
              US$
              25,000
              
              
              Independent
                  Lead Director
              
              US$
              25,000Other
                  Directors
              
              US$
              10,000
              
              
              Other
                  Directors
              
              US$
              10,000**Meeting
                  Attendance Fees**Live
                  Attendance at Board and Committee Meetings
              
              US$
              1,000
              
              
              Live
                  Attendance at Committee Meetings (no payment for Board
                  meetings
              )
              US$
              1,000Telephonic
                  Attendance at Board and Committee Meetings
              
              US$
              500
              
              
              Telephonic
                  Attendance at Board and Committee Meetings
              
              US$
              0
  Mr.
        Kennedy, who became the Chairman of the Board as of January 1, 2007, is
        considered non-independent due to the fact that he has served as President
        and
        CEO of the Corporation within the last 3 years. The annual retainer he receives
        for his position of Chairman is US$1 per year.
  As
        illustrated in the above table, the independent, Lead Director of the Board
        of
        Directors receives an annual retainer of US$80,000 and other directors of
        the
        Corporation who are not employees
  20
  of
        the Corporation or its affiliates receive an annual retainer of US$55,000.
        In
        partial payment of the said retainers, non-executive Board members receive
        common shares of the Corporation for the equivalent value of US$25,000 for
        the
        Lead Director and US$10,000 for each non-executive director based on the
        quoted
        closing price of the shares on the day prior to the grant date. Pursuant
        to this
        practice, on January 2, 2006 the Board members received a grant of 3,428
        restricted shares in aggregate effective January 2, 2006. The shares are
        fully
        vested on the date of grant and directors have full voting and other rights
        of a
        shareholder apart from the right to sell or transfer the shares which are
        encumbered until the Director no longer serves on the Board.
  Directors
        receive an additional fee for each committee for which such director serves
        as
        chairman. The Audit Committee Chair receives an additional US$6,500 and all
        other committee chairs receive an additional US$4,000. All directors of the
        Corporation receive a fee of US$1,000 for attending in person each meeting
        of a
        committee on which they serve, plus reimbursement of expenses for all board
        and
        committee meetings attended. Directors are also eligible to receive grants
        under
        the Corporation’s Share Incentive Plan. The aggregate compensation paid to the
        Board of Directors during 2006 was US$342,218. The table below illustrates
        total
        compensation received for each Director of the Corporation during the year
        ended
        2006.
  **Total
                  Compensation Paid to Directors in 2006****(1)****Director
                  Name**
              
              
              **Equity
                  Compensation Value**
              
              
              **Annual
                  Cash Retainer**
              
              
              **Committee
                  Chair Retainer****(3**
              **)**
              
              **Meeting
                  Attendance Fees**
              
              
              **Total
                  Compensation**John
                  A. Eckersley(2)
              
              $
              3,718
              
              $
              12,500
              
              $
              1,110
              
              $
              6,000
              
              $
              23,328Richard
                  P. Graff
              
              $
              10,000
              
              $
              20,000
              
              $
              3,150
              
              $
              13,500
              
              $
              46,650Robert
                  A. Horn
              
              $
              10,000
              
              $
              20,000
              
              
              
              
              $
              12,500
              
              $
              42,500Christopher
                  R. Lattanzi
              
              $
              25,000
              
              $
              50,000
              
              
              
              
              $
              18,500
              
              $
              93,500Malcolm
                  W. MacNaught
              
              $
              10,000
              
              $
              20,000
              
              $
              3,000
              
              $
              11,500
              
              $
              44,500Gerard
                  E. Munera
              
              $
              10,000
              
              $
              20,000
              
              
              
              
              $
              13,500
              
              $
              43,500Carl
                  L. Renzoni
              
              $
              10,000
              
              $
              20,000
              
              $
              3,740
              
              $
              14,500
              
              $
              48,240**Notes:**(1)
                  All amounts expressed in US dollars(2)
                  All of Mr. Eckersley's amounts are pro-rated because he did not
                  stand for
                  re-election at the 2006 Annual Meeting.(3)
                  The Committee Chair retainers are pro-rated due to changes in Committee
                  Chairmen after the 2006 Annual
                  Meeting.
   **DIRECTORS’
        AND OFFICERS’ LIABILITY INSURANCE**
  The
        Corporation maintains directors’ and officers’ liability insurance for the
        benefit of the directors and officers of the Corporation and certain
        subsidiaries. The current annual policy limit is US$30,000,000. Protection
        is
        provided to directors and officers for wrongful acts or omissions done or
        committed during the course of their duties as such. Under the insurance
        coverage, the Corporation is reimbursed for payments, which it is required
        or
        permitted to make to its directors and officers to indemnify them, subject
        to a
        deductible ranging between US$500,000 - $750,000. Individual directors and
        officers are reimbursed for losses incurred in their capacities as such,
        which
        are not subject to a deductible. The expense recognized in 2006 for premiums
        was
        US$657,267. All premiums have been paid by the Corporation.
  **SECURITIES
        AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**
  The
        following information is as of the end of the Corporation’s most recently
        completed financial year for each category of compensation plan listed
        below.
  21
   Plan
                  Category
              
              
              (a)
                Number
                  of securities to be issued upon exercise of outstanding
                  option
              
              
              (b)
                Weighted-average
                  exercise price of outstanding options
              
              
              (c)
                Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))Equity
                  compensation plans approved by securityholders
              
              
              827,497
              
              $
              13.29
              
              
              3,036,355Equity
                  compensation plans not approved by securityholders
              
              
              -
              
              
              -
              
              
              -Total
              
              
              827,497
              
              $
              13.29
              
              
              3,036,355
  
  **INDEBTEDNESS
        OF DIRECTORS AND EXECUTIVE OFFICERS**
  None
        of the directors or officers of the Corporation, nor any proposed nominees
        for
        election as directors, or any associate or affiliate of any such person,
        is or
        has been indebted to the Corporation or any of its subsidiaries at any time
        during 2006, nor is or has been indebted to another entity during 2006, where
        the indebtedness to such other entity is or was the subject of a guarantee,
        support agreement, letter of credit or other similar arrangement or
        understanding provided by the Corporation or any of its subsidiaries. This
        excludes any indebtedness of the directors or officers to the Corporation
        for
        amounts owing to purchases subject to usual trade terms, for ordinary travel
        and
        expense advances, and for other transactions in the ordinary course of
        business.
  No
        loan guarantee, financial assistance, or similar extension of credit will
        be
        made to officers of the Corporation without prior Board approval. It is the
        intent of the Corporation to make such loans only when business activity
        by the
        Corporation makes this necessary. In no case will the Corporation be permitted
        to hold shares of the Corporation as collateral security for a loan to an
        officer.
  **INTEREST
        OF INFORMED PERSONS IN MATERIAL TRANSACTIONS**
  None
        of the directors or officers of the Corporation, nor any proposed nominees
        for
        election as directors, nor any associate or affiliate of any such person,
        had
        any direct or indirect material interest, during 2006, in respect of any
        matter
        that has materially affected or will materially affect the Corporation or
        any of
        its subsidiaries.
  **APPOINTMENT
        OF AUDITOR**
  Unless
        otherwise instructed, the persons named in the enclosed form of proxy intend
        to
        vote such proxy in favour of the reappointment of KPMG LLP as auditors of
        the
        Corporation to hold office until the next annual meeting of shareholders
        and the
        authorization of the Board of Directors to fix their remuneration. KPMG LLP
        has
        been the auditor of the Corporation since July 1996.
  
 Total
        fees charged to the Corporation by KPMG LLP in 2006 and 2005 are:
  Fees
                  Charged(in
                  thousands of U.S. dollars)Service
                  Provided
              2006
              2005Audit
                  services
              835
              410Audit-related
                  services
              9
              65Tax
                  services
              336
              173Total
              1180
              648
   22
  Charges
        for “Audit Services” relate primarily to the annual audit and quarterly reviews
        of the Corporation’s financial statements; “Audit-Related Services” include
        primarily consultation on matters related to acquisitions, reorganization
        and
        assistance with the implementation of Sarbanes-Oxley requirements. “Tax
        Services” include providing guidance pertaining to the interpretation of
        applicable tax laws and regulations in the countries where the Corporation
        conducts business and the preparation or review of tax returns filed in Canada,
        the United States and other foreign jurisdictions. The Audit Committee of
        the
        Board of Directors has provided guidance to management pertaining to the
        appropriate contracting of services from KPMG LLP. The Audit Committee reviews
        and pre-approves the annual budget and scope of work provided by the external
        auditor. Deviations from pre-approved budgets or scope must be approved by
        the
        Audit Committee. No exceptions are granted for de minimis fees for non-audit
        related activities.
  Representatives
        of KPMG LLP will attend the Meeting, will have the opportunity to make a
        statement if they desire to do so and will respond to any appropriate
        questions.
 
 **The
        Board of Directors recommends that shareholders vote FOR the appointment
        of KPMG
        LLP as auditors of the Corporation.**
  **ADOPTION
        OF 2007 SHARE INCENTIVE PLAN**
  The
        Corporation has established a share incentive plan, which was approved by
        the
        shareholders on April 21, 1999, and amended on May 7, 2002 and most recently
        on
        July 25, 2006 (the “ **1999
        Share Incentive Plan”** ),
        in which directors, officers, employees and service providers and consultants
        of
        the Corporation and subsidiaries of the Corporation (individually a
        " **Participant** and collectively “ **Participants”** )
        are entitled to participate. Under the 1999 Share Incentive Plan, the
        Corporation is authorized to (i) issue a maximum number of 8,200,000 Common
        Shares upon the exercise of options granted to Participants (the “ **1999
        Option Component** ”),
        representing 8% of the outstanding Common Shares of the Corporation, and
        (ii)
        provide for up to a maximum of 1,750,000 Common Shares to be issued as
        equity-based awards to Participants, representing 2% of the outstanding Common
        Shares of the Corporation, such equity-based awards to include but not be
        limited to share appreciation rights, restricted shares, restricted share
        units,
        performance shares and performance share units (the “ **1999
        Bonus Component** ”).
  As
        at March 1, 2007, 3,043,022 Common Shares had been reserved and are available
        for issuance in connection with the 1999 Option Component of the 1999 Share
        Incentive Plan, of which options to purchase an aggregate of 820,830 **** Common
        Shares are currently outstanding representing less than one per cent of the
        outstanding Common Shares of the Corporation. As at the same date, 571,832
        Common Shares have been reserved for issue in connection with the 1999 Bonus
        Component of the 1999 Share Incentive Plan representing less than one per
        cent
        of the outstanding Common Shares of the Corporation.
  The
        most recent amendment to the 1999 Share Incentive Plan introduced changes
        of a
‘housekeeping nature’ for the purposes of clarifying the meaning of certain
        existing provisions and to correct and supplement the provisions of the 1999
        Share Incentive Plan. The nature of the changes were primarily typographical
        and
        grammatical. The terms of the 1999 Share Incentive Plan did not require that
        the
        Corporation obtain shareholder approval for the amendments.
  On
        February 22, 2007, the directors of the Corporation resolved to adopt a new
        share incentive plan (the “ **2007
        Share Incentive Plan** ”)
        to replace the 1999 Share Incentive Plan. All outstanding options and awards
        of
        Common Shares granted pursuant to the 1999 Share Incentive Plan will continue
        to
        be subject to the terms of the 1999 Share Incentive Plan until such
        options/awards are exercised, vest, expire or terminate, as applicable, in
        accordance with the terms of the 1999 Share Incentive Plan. There will be
        no
        further awards or options granted pursuant to the 1999 Share Inventive Plan.
        3,043,022 options and 571,382 awards previously reserved for issuance with
        the
        Toronto Stock Exchange pursuant to the 1999 Share Incentive Plan will be
        transferred to the Option Component (as hereinafter defined) and Award Component
        (as hereinafter defined) of the 2007 Share Incentive Plan. The 2007 Share
        Incentive Plan is subject to pre-clearance by the Toronto Stock Exchange
        and
        shareholder approval at the Meeting.
  23
  The
        purpose of the 2007 Share Incentive Plan is to attract, retain and motivate
        eligible employees, directors and consultants, to compensate them for their
        contributions to the Corporation’s long-term growth and development, and to
        encourage them to acquire a proprietary interest in the success of the
        Corporation. At the Meeting, shareholders will be asked to consider and,
        if
        thought advisable, approve, with or without amendment, a resolution authorizing
        the 2007 Share Incentive Plan. The directors of the Corporation have determined
        that as a result of the growth of the Corporation in recent years and amendments
        to the rules of the Toronto Stock Exchange affecting the 1999 Share Incentive
        Plan, it is in the best interests of the Corporation to recommend that
        shareholders approve the proposed 2007 Share Incentive Plan.
  The
        material differences between the 1999 Share Incentive Plan and the 2007 Share
        Incentive Plan are as follows:
  a)
              the
                  2007 Share Incentive Plan decreases the number of options available
                  for
                  issuance to Participants and increases the number of awards of
                  Common
                  Shares available for issuance to Participants in order to make
                  the two
                  components of the 2007 Share Incentive Plan equal. Pursuant to
                  the 2007
                  Share Incentive Plan the maximum number of Common Shares which
                  are
                  issuable pursuant to options is 4,000,000 (the “**Option
                  Component**”)
                  (which would represent 4% of the outstanding Common Shares of the
                  Corporation); the maximum number of Common Shares which may be
                  issued as
                  awards of Common Shares (other than options) is also 4,000,000
                  (the
                  “**Bonus
                  Component**”)
                  (which would represent 4% of the outstanding Common Shares of the
                  Corporation);
  b)
              the
                  2007 Share Incentive Plan extends the expiry date of any option
                  or award
                  granted under the 2007 Share Incentive Plan in the event that the
                  option
                  or award would otherwise expire or vest during a blackout
                  period;
  c)
              the
                  2007 Share Incentive Plan specifies types of amendments to the
                  provisions
                  of either the 2007 Share Incentive Plan or outstanding option agreements
                  or award agreements granted pursuant to the 2007 Share Incentive
                  Plan that
                  must be approved by shareholders;
                  and
  d)
              the
                  2007 Share Incentive Plan specifies which types of amendments to
                  the
                  provisions of either the 2007 Share Incentive Plan or outstanding
                  option
                  agreements or award agreements granted pursuant to the 2007 Share
                  Incentive Plan shall not require shareholder
                  approval.
  The
        summary above is qualified in its entirety by the actual text of the 2007
        Share
        Incentive Plan, a copy of which is attached hereto as Appendix A.
  In
        accordance with the rules of the Toronto Stock Exchange shareholder approval
        is
        being sought for the 2007 Share Incentive Plan. To be effective the resolution
        set forth below must be approved by a majority of the votes cast at the Meeting
        in person or by proxy by shareholders of the Corporation.
  The
        form of the 2007 Share Incentive Plan resolution to be presented at the Meeting
        is as follows:
  **RESOLVED
        THAT:**
  1.
              The
                  2007 Share Incentive Plan of the Corporation substantially in the
                  form
                  attached as Appendix A to the Management Information Circular of
                  the
                  Corporation dated March 1, 2007 is authorized, approved and adopted,
                  together with such additions, deletions, or changes thereto as
                  may be
                  required by any applicable securities regulatory authority or stock
                  exchange;
  2.
              The
                  Corporation is hereby authorized and directed to allocate 3,043,022
                  Common
                  Shares previously approved by shareholders pursuant to the 1999
                  Share
                  Incentive Plan and reserved for issuance by the Toronto Stock Exchange
                  to
                  the Option Component of the 2007 Share Incentive Plan;
  3.
              The
                  Corporation is hereby authorized and directed to allocate 571,382
                  Common
                  Shares previously approved by shareholders pursuant to the 1999
                  Share
                  Incentive Plan and reserved for issuance by the Toronto Stock Exchange
                  to
                  the Bonus Component of the 2007 Share Incentive Plan;
  24
  4.
              The
                  Corporation is hereby authorized and directed to fix the maximum
                  number of
                  Common Shares issuable pursuant to the 2007 Share Incentive Plan
                  at
                  8,000,000; and
  5.
              Any
                  director or officer of the Corporation is hereby authorized and
                  directed
                  to do all such things and to execute and deliver all such documents
                  as may
                  be necessary or desirable in order to implement the 2007 Share
                  Incentive
                  Plan.
  **The
        Board of Directors recommends that shareholders vote in favor of the 2007
        Share
        Incentive Plan resolution.**
  **GENERAL**
  The
        information contained in this Circular is given as of March 1, 2007 and is
        expressed in United States dollars, except as otherwise indicated.
  Management
        knows of no matters to come before the Meeting other than the matters referred
        to in the Notice of Meeting. If any matters, which are not known, should
        properly come before the Meeting, proxies will be voted on matters in accordance
        with the best judgment of the person voting.
  Financial
        information is provided in the Corporation’s Management Discussion and Analysis
        and comparative financial statements contained in its Annual Report. The
        Corporation’s 2006 Annual Report is being mailed to shareholders with the Notice
        of Meeting and this Circular. Additional information regarding the Corporation
        is on SEDAR at www.sedar.com including the Corporation’s latest Annual
        Information Form (“AIF”). The Corporation will provide to any person, upon
        written request, a copy of the Corporation’s latest AIF, any documents
        incorporated in the AIF by reference, interim financial statements for periods
        after December 31, 2006 (when available), as well as a copy of this Circular.
        Written requests for these documents should be addressed to Investor Relations,
        Meridian Gold Inc., 9670 Gateway Drive, Suite 200, Reno, Nevada, U.S.A.
        89521-3952. If the person requesting the documents is not a shareholder,
        he or
        she may be required to pay a reasonable charge for the document. The
        Corporation’s registered office is located at Suite 3900, First Canadian Place,
        100 King Street West, Toronto, Ontario, Canada M5X 1B2.
  December
        28, 2007 is the final date by which the Management of the Corporation must
        receive a proposal for any matter that a shareholder entitled to vote at
        an
        annual meeting proposes to raise at the annual meeting for 2008.
  **DIRECTORS’
        APPROVAL**
  The
        contents and sending of this Circular have been approved by the Board of
        Directors of the Corporation and a copy of this Circular has been sent to
        each
        director, each shareholder and KPMG LLP as auditors of the
        Corporation.
  Toronto,
        Ontario, Canada
  March
        1, 2007
  /s/
                  Peter C. DoughertyPeter
                  C. Dougherty
                Vice
                  President Finance, Chief Financial Officer
                and
                  Corporate Secretary
  
 
 
 25
 
  **APPENDIX
        A**
  
 **MERIDIAN
        GOLD INC.**
 
 **2007
        SHARE INCENTIVE PLAN**
  **1.** **Purpose
        of the Plan**
  The
        Meridian Gold Inc. 2007 Share Incentive Plan provides for the acquisition
        of
        Common Shares by Participants for the purpose of advancing the interests
        of the
        Company through the motivation, attraction and retention of key employees
        (including prospective employees) and directors of the Company and the
        Designated Affiliates and to secure for the Company and the shareholders
        of the
        Company the benefits inherent in the ownership of Common Shares by key employees
        and directors of the Company and its Designated Affiliates, it being generally
        recognized that share incentive plans can aid in attracting, retaining and
        encouraging employees and directors due to the opportunity offered to them
        to
        acquire a proprietary interest in the Company.
  **2.** **Definitions**
  Unless
        otherwise defined herein, the following terms used in this Plan have the
        meaning
        given to them below:
  “ **Associate** ”
        has the meaning given to it in the *Securities
        Act* (Ontario),
        as amended from time to time;
  **“Award”** means
        an award (other than an Option) made pursuant to the Plan, as provided in
        Section 4;
  **“Award
        Agreement”** means
        a written document by which each Award is evidenced;
  **“Blackout
        Period”** means
        an interval of time during which (i) the trading guidelines of the Company,
        as
        amended from time to time, restrict one or more Participants from trading
        in
        securities of the Corporation or (ii) the Corporation has determined that
        one or
        more Participants may not trade any securities of the Corporation;
  “ **Blackout
        Period Expiry Date** ”
        means the date on which a Blackout Period expires;
  **“Board”** and **“Board
        of Directors”** mean
        the board of directors of the Company;
  “ **Certificate** ”
        means a share certificate (or other appropriate document or indicia of
        ownership) representing Common Shares of the Company;
  “ **Change
        of Control** ”
        means (a) the acquisition by any individual, entity or group of beneficial
        ownership of more than 30% of the outstanding voting shares of the Company,
        (b)
        upon the individual directors ("Incumbents") on the board of directors on
        the
        Date of Grant ceasing to constitute a majority of the board (save and except
        that for the purposes hereof, any individual(s) elected or appointed as
        directors whose nomination is approved by a majority of the Incumbent Directors
        shall be considered to be an Incumbent), or (c) the consummation of a corporate
        merger, amalgamation, or arrangement or the sale or disposition of substantially
        all of the assets of the Company which the Committee determines has or will
        result in a change of control of the Company;
  **“Code”** means
        the United States *Internal
        Revenue Code of 1986,* as
        amended from time to time;
  “ **Committee** ”
        means the compensation committee appointed by the Board of Directors to
        administer this Plan. All references in this Plan to the Committee means
        the
        Board of Directors if
  26
  no
        such compensation committee has been appointed;
  **“Common
        Shares”** means
        the Common Shares of the Company or, in the event of an adjustment contemplated
        in Section 11 *,* such
        other shares to which a Participant may be entitled as a result of such
        adjustment;
  **“Company”** means
        Meridian Gold Inc., any successor of it, and where the context so requires,
        any
        subsidiary of Meridian Gold Inc.;
  **“Consultant”** means
        an individual, other than an Eligible Employee of the Company,
        that:
  (i) is
        engaged to provide ongoing consulting, technical, management or other services
        on a *bona
        fide* basis
        to the Company or to a subsidiary of the Company under a Consulting Contract;
        and  (ii) in
          the reasonable opinion of the
          Company, spends or will spend a significant amount of time and attention
          on the
          affairs and business of the Company or a subsidiary of the
          Company;
  **“Consulting
        Contract”** means
        a written contract between a Consultant (or a company or partnership of which
        the individual Consultant is an employee or a shareholder or partner) and
        the
        Company, governing the terms with respect to the provision of the Consultant’s
        services to the Company;
  **“Date
        of Grant”** means
        the date a Participant is granted an Option or Award;
  “ **Designated
        Affiliate** ”
        means the affiliates of the Company designated by the Committee for purposes
        of
        the Plan from time to time;
  “ **Directors** ”
        shall mean the directors of the Company from time to time;
  “ **Eligible
        Directors** ”
        shall mean the Directors or the directors of any Designated Affiliate from
        time
        to time;
  “ **Eligible
        Employees** ”
        shall mean employees and officers, whether Directors or not, and including
        both
        full-time and part-time employees, of the Company or any Designated
        Affiliate;
  “ **Employment
        Contract** ”
        means any contract between the Company or any Designated Affiliate and any
        Eligible Employee, Eligible Director or Other Participant relating to, or
        entered into in connection with, the employment of the Eligible Employee,
        the
        appointment or election of the Eligible Director or the engagement of the
        Other
        Participant or any other agreement to which the Company or a Designated
        Affiliate is a party with respect to the rights of such Participant in respect
        of a change in control of the Company or the termination of employment,
        appointment, election or engagement of such Participant;
  “ **Disability** ”
        for purposes of this Plan means permanent and total disability as determined
        in
        the sole discretion of the Committee;
  **“Exchange
        Act”** means
        the United States *Securities
        Exchange Act of 1934,* as
        amended from time to time;
  **“Exercise
        Date”** means
        the date the Company receives from a Participant a completed notice of exercise
        contemplated by Section 8(f), together with payment for the Option Shares
        being
        purchased;
  **“Fair
        Market Value”** means,
        with respect to a Common Share on any day, the weighted average trading price
        of
        the Common Shares on the Stock Exchange for the previous five days prior
        to the
  27
  date
        in question, provided that, if no sales of Common Shares were made on the
        Stock
        Exchange on such dates, the weighted average trading price of the Common
        Shares
        as reported for the five most recent preceding days on which sales of Common
        Shares were made on the Stock Exchange;
  **“Incentive
        Stock Option”** has
        the meaning given to it in Section 8(g);
  **“Insider”** means:
  (i)
              an
                  insider of the Company as defined in the*Securities
                  Act*(Ontario),
                  as amended from time to time, other than a person who falls within
                  such
                  definition solely by virtue of being a director or senior officer
                  of a
                  subsidiary of the Company; and
  (ii)
              an
                  Associate of any person who is an insider by virtue of clause (i)
                  of this
                  definition;
  **“Market
        Price”** has
        the meaning given to it in the Regulation to the *Securities
        Act* (Ontario),
        as amended from time to time;
  “ **NYSE** ”
        means the New York Stock Exchange;
  **“Option”** means
        a non-assignable, non-transferable right to purchase Common Shares granted
        pursuant to, or governed by the Share Option Plan;
  “ **Optionee** ”
        shall mean a Participant to whom an Option has been granted pursuant to the
        Share Option Plan;
  “ **Option
        Agreement** ”
        means a written document by which each Option is evidenced;
  **“Option
        Period”** means
        the period set forth in Section 8(b) during which a Participant may purchase
        Option Shares (provided, however, that the Option Period may not exceed ten
        years from the relevant Date of Grant);
  **“Option
        Price”** means
        the price per share at which a Participant may purchase Option Shares as
        fixed
        by the Committee;
  **“Option
        Shares”** means
        the Common Shares which a Participant is entitled to purchase pursuant to
        Options granted pursuant to the Share Option Plan;
  “ **Other
        Awards Plan** ”
        means the other awards plan described in Section 9 hereof;
  “ **Other
        Participants** ”
        shall mean any person or Company engaged to provide ongoing management or
        consulting services for the Company or a Designated Affiliate, or any employee
        of such person or Company, other than an Eligible Director or an Eligible
        Employee;
  “ **Participant** ”
        with respect to the Share Option Plan and Other Awards Plan **** shall
        mean each Eligible Director, Eligible Employee, Consultant and any Other
        Participant;
  **“Plan”** means
        this share incentive plan which includes the Share Option Plan and the Other
        Awards Plan **,** as amended from time to time;
  “ **Share
        Compensation Arrangement** ”
        means a stock option, stock option plan or any other compensation or incentive
        mechanism involving the issue or potential issue of securities of the Company
        to
        one or more Other Participants, including a share purchase from treasury
        which
        is financially assisted by the Company by way of a loan, guaranty or
        otherwise;
  “ **Share
        Option Plan** ”
        means the share option plan described in Section 8 hereof;
  28
  “ **Stock
        Exchange** ”
        means The Toronto Stock Exchange; and
  **“Restricted
        Officers”** means
        the Chief Executive Officer of the Company and the four highest compensated
        officers (other than the Chief Executive Officer) as defined in (United States)
        Treasury Regulation 1.1 62-27(c)(2).
  **3.** **Eligibility**
  Participation
        in this Plan shall be limited to Participants who are designated from time
        to
        time by the Committee. Participation shall be voluntary and the extent to
        which
        any Participant shall be entitled to participate in this Plan shall be
        determined by the Committee.
  **4.** **Types
        of Awards Under Plan**
  Grants
        under the Plan may be made in the form of Options or Awards, which Awards
        may
        include the following: (i) share appreciation rights, (ii) restricted shares,
        (iii) restricted share units, (iv) performance shares and performance share
        units and (v) other equity-based or equity related awards that the Committee
        determines to be consistent with the purpose of the Plan and the interests
        of
        the Company.
  **5.** **Number
        of Common Shares Available for Awards**
  (a)
              Share
                  Option Plan: The maximum number of Common Shares made available
                  as Option
                  Shares pursuant to the Share Option Plan shall be determined from
                  time to
                  time by the Committee but, in any case, shall not exceed 4,000,000
                  Common
                  Shares in the aggregate (which shall include 3,043,022 Common Shares
                  previously approved by shareholders pursuant to the 1999 Share
                  Incentive
                  Plan and reserved for issuance by the Toronto Stock
                  Exchange).
  (b)
              Other
                  Awards Plan: The maximum number of Common Shares made available
                  as Awards
                  pursuant to the Other Awards Plan (other than Options) shall be
                  determined
                  from time to time by the Committee but, in any case, shall not
                  exceed
                  4,000,000 Common Shares in the aggregate (which shall include 571,382
                  Common Shares previously approved by shareholders pursuant to the
                  1999
                  Share Incentive Plan and reserved for issuance by the Toronto Stock
                  Exchange).
  (c)
              The
                  aggregate number of Common Shares which may be reserved for issuance
                  pursuant to Awards granted under the Other Awards Plan to all of
                  the
                  Directors as a group shall not exceed 2%****during
                  any one year period.
  (d)
              Limits
                  with respect to Insiders:
  (i)
              the
                  aggregate number of Common Shares issuable under this Plan and
                  any other
                  Share Compensation Arrangement to Insiders shall not exceed 10%
                  of the
                  Common Shares then outstanding;
  (ii)
              Insiders
                  shall not be issued, pursuant to this Plan and any other Share
                  Compensation Arrangements, within any one year period, a number
                  of Common
                  Shares which exceeds 10% of the Common Shares then
                  outstanding;
  For
        purposes of this section, the number of Common Shares then outstanding shall
        mean the number of Common Shares outstanding on a non-diluted basis immediately
        prior to the proposed grant of the applicable Option, Award or issue of Common
        Shares, as the case may be, excluding Common Shares issued pursuant to Share
        Compensation Arrangements over the preceding one-year period.
  **6.** **Agreements
        Evidencing Awards**
  Each
        Award and/or Option granted under this Plan shall be evidenced by a written
        document which shall
  29
  contain
        such provisions and conditions as the Committee in its discretion deems
        appropriate. The Committee may grant Awards and Options in tandem with or,
        subject to pre-clearance with the Stock Exchange, in substitution for any
        other
        Award or Option granted under this Plan. By accepting an Award or Option
        pursuant to the Plan, a Participant thereby agrees that the Award or Option
        shall be subject to all of the terms and conditions of this Plan and the
        applicable Award or Option Agreement.
  **7.** **No
        Rights as a Shareholder**
  No
        Participant shall have any of the rights of a shareholder of the Company
        with
        respect to Common Shares subject to such Award or Option until the issuance
        of a
        Certificate for such Common Shares. Except as otherwise provided in Section
        11,
        no adjustments shall be made for dividends, distributions or other rights
        (whether ordinary or extraordinary, and whether in cash, securities or other
        property) for which the record date is prior to the date such Certificate
        is
        issued.
  **OPTION
        PLAN**
  **8.** **Options,
        Price, Vesting, Payment, Termination and Incentive Stock
        Options**
  (a)
              A
                  Share Option Plan is hereby established for the Eligible Directors,
                  Eligible Employees, Consultants and Other Participants of the
                  Plan.
  (b)
              The
                  Committee shall advise each Participant of the number of Option
                  Shares
                  that such Participant is entitled to purchase, the Option Price,
                  the
                  Option Period (which may not exceed ten years from the relevant
                  Date of
                  Grant) and the vesting schedule.
  (c)
              Each
                  Option granted to a Participant shall be evidenced by an Option
                  Agreement
                  setting out terms and conditions consistent with the provisions
                  of the
                  Plan, which terms and conditions need not be the same in each case
                  and
                  which terms and conditions may be changed from time to
                  time.
  (d)
              The
                  Committee shall fix the Option Price in its discretion, provided
                  that:
  (i)
              the
                  Option Price shall be fixed by the Committee in Canadian or U.S.
                  dollars;
  (ii)
              if
                  the Option Price is fixed in Canadian dollars, it shall be no less
                  than
                  the closing price of the Common Shares on the Stock Exchange on
                  the
                  trading day prior to the Date of
                  Grant;
  (iii)
              if
                  the Option Price is fixed in U.S. dollars, it shall be no less
                  than the
                  closing price of the Common Shares on the NYSE on the trading day
                  prior to
                  the Date of Grant;
  (iv)
              if
                  the Common Shares are not listed on the Stock Exchange or the NYSE,
                  the
                  Option Price shall be determined based upon the trading prices
                  of the
                  Common Shares on any stock exchange in Canada or the United States
                  on
                  which the Common Shares are then listed on the trading day prior
                  to the
                  Date of Grant; and
  (v)
              if
                  the Common Shares are not listed on any stock exchange in Canada
                  or the
                  United States, the Option Price shall be determined by the Committee
                  in
                  its sole discretion.
  (e)
              At
                  the time of grant, the Committee may determine when an Option will
                  become
                  exercisable and may determine that the Option shall be exercisable
                  in
                  instalments on such terms as to vesting or otherwise as the Committee
                  deems advisable. Unless otherwise determined by the Committee,
                  Options
                  will vest, as to one third of the Options granted, on each of the
                  first,
                  second and third anniversaries of the Date of Grant, provided that
                  the
                  Participant is an Eligible Employee, Eligible Director, Consultant
                  or
                  Other Participant at the time of
                  vesting.
   30
  (f)
              A
                  Participant may from time to time and at any time during the Option
                  Period, elect to purchase all or a portion of the Option Shares
                  which such
                  Participant is then entitled to purchase by delivering to the Company
                  at
                  its registered office, a notice in writing which shall specify
                  the number
                  of Option Shares that the Participant desires to purchase accompanied
                  by
                  payment in full of the purchase price for such Option Shares. Payment
                  may
                  be made by cash, certified cheque, bank draft or money order, payable
                  to
                  the order of the Company, or if permitted by the Committee, by
                  means of
                  tendering Common Shares valued at the Market Price or as otherwise
                  required by applicable law, or surrendering another Award, subject
                  to
                  pre-clearance with the Stock Exchange, or any combination thereof.
                  The
                  Committee may otherwise determine acceptable methods to exercise
                  an Option
                  as it deems appropriate.
  (g)
              An
                  Option may be in the form of an incentive stock option (“**Incentive
                  Stock Option**”),
                  which, in addition to being subject to the applicable terms, conditions,
                  and limitations established by the Committee with respect to Options,
                  complies with section 421, 422 and 424 of the Code, and which is
                  so
                  designated in the applicable Option Agreement. No Incentive Stock
                  Option
                  shall be granted more than ten years after the date of this Plan.
                  Incentive Stock Options may be granted only to Participants who
                  are
                  Eligible Employees.
  (h)
              An
                  Option may be exercised by the Optionee in whole at any time, or
                  in part
                  from time to time, during the Option Period, provided however that,
                  except
                  as otherwise specifically provided in any Employment Contract,
                  no Option
                  may be exercised unless the Optionee at the time of exercise thereof
                  is:
  (i)
              in
                  the case of an Eligible Employee, an officer of the Company or
                  a
                  Designated Affiliate or in the employment of the Company or a Designated
                  Affiliate and has been continuously an officer or so employed since
                  the
                  date of the grant of such Option, provided however that a leave
                  of absence
                  with the approval of the Company or such Designated Affiliate shall
                  not be
                  considered an interruption of employment for purposes of the Share
                  Option
                  Plan;
  (ii)
              in
                  the case of an Eligible Director who is not also an Eligible Employee,
                  a
                  director of the Company or a Designated Affiliate and has been
                  such a
                  director continuously since the date of the grant of such Option;
                  and
  (iii)
              in
                  the case of an Other Participant, engaged, directly or indirectly,
                  in
                  providing ongoing management or consulting services for the Company
                  or a
                  Designated Affiliate and has been so engaged since the date of
                  the grant
                  of such Option.
  (i) Notwithstanding
        the expiration provisions hereof, the expiration date of an Option will be
        the
        date fixed by the Board with respect to such Option unless such expiration
        date
        falls within a Blackout Period or within two days after a Blackout Period
        Expiry
        Date, in which case the expiration date of the Option will be the date which
        is
        ten Business Days after the Blackout Period Expiry Date.
  (j) The
        obligation of the Company to issue and deliver any Common Shares in accordance
        with the Share Option Plan shall be subject to any necessary approval of
        any
        stock exchange or regulatory authority having jurisdiction over the securities
        of the Company. If any Common Shares cannot be issued to any Participant
        upon
        the exercise of an Option for whatever reason, the obligation of the Company
        to
        issue such Common Shares shall terminate and any exercise price paid to the
        Company in respect of the exercise of such Option shall be returned to the
        Participant.
  **OTHER
        AWARDS PLAN**
  **9.** **Other
        Awards, Vesting, etc.**
 (a)
                The Other Awards Plan is hereby established
                  for Eligible
                  Directors, Eligible Employees,
  31
  Consultants and Other Participants. The Committee
                shall
                advise each Participant of the type and number of Awards that such
                Participant is entitled to, the terms of such Award (which may not
                exceed
                ten years from the relevant Date of Grant) and the vesting schedule,
                if
                applicable, of such Award.
  (b)
              Each
                  Award granted to a Participant shall be evidenced by an Award Agreement
                  setting out terms and conditions consistent with the provisions
                  of the
                  Plan, which terms and conditions need not be the same in each case
                  and
                  which terms and conditions may be changed from time to
                  time.
  ***(i)*** ***Share
        Appreciation Rights***
  The
        Committee may grant share appreciation rights to Participants in such amounts
        and subject to such terms and conditions as the Committee shall determine
        in its
        discretion. The grantee of a share appreciation right shall have the right,
        subject to the terms of the Plan and the applicable Award Agreement, to receive
        from the Company an amount equal to (a) the excess of the Fair Market Value
        of a
        Common Share on the date of exercise of the share appreciation right, over
        (b)
        the exercise price of such right as set forth in the Award Agreement, multiplied
        by (c) the number of Common Shares with respect to which the share appreciation
        right is exercised. Payment upon exercise of a share appreciation right may
        be
        in cash, Common Shares (valued at Fair Market Value), or any combination
        thereof, all as the Committee shall determine in its discretion.
  ***(ii)*** ***Restricted
        Shares***
  The
        Committee may grant Awards of restricted shares to Participants in such amounts
        and subject to such terms and conditions as the Committee may determine in
        its
        discretion, as follows:
  A.
              At
                  the time of the grant, the Committee may determine when a restricted
                  share
                  will become vested and may determine that the restricted share
                  shall be
                  vested in instalments on such terms as the Committee deems advisable.
                  Unless otherwise provided by the Committee, restricted shares will
                  vest as
                  to one third of the restricted shares granted, on each of the first,
                  second and third anniversaries of the Date of Grant, provided that
                  the
                  Participant is an Eligible Employee, Eligible Director, Consultant
                  or
                  Other Participant at the time of
                  vesting.
  B.
              Promptly
                  after a Participant accepts an Award of restricted shares and executes
                  an
                  Award Agreement, the Company shall issue in the Participant’s name a
                  Certificate for the number of Common Shares granted as restricted
                  shares.
                  Upon the issuance of such Certificate, the Participant shall have
                  the
                  rights of a shareholder with respect to the restricted shares,
                  subject to
                  any restrictions and conditions as the Committee in its discretion
                  may
                  include in the applicable Award Agreement. Unless the Committee
                  shall
                  otherwise determine, any Certificate issued evidencing Common Shares
                  which
                  are restricted shares shall remain in the possession of the Company
                  or its
                  designated agent until such Common Shares are free of any restrictions
                  specified in the applicable Award
                  Agreement.
  C.
              Notwithstanding
                  the restrictions on transfer and assignment of Awards provided
                  in section
                  13 of this Plan, the Committee at the time of grant may specify
                  the date
                  or dates (which may depend upon or be related to
 32
  the
                    attainment of performance goals and other conditions) on which
                    the
                    non-transferability of the restricted shares shall
                    lapse.
 ***(iii)*** ***Restricted
        Share Units***
  The
        Committee may grant Awards of restricted share units to Participants in such
        amounts and subject to such terms and conditions as the Committee shall
        determine in its discretion. A Participant who is granted a restricted share
        unit will have only the rights of a general unsecured creditor of the Company
        until payment of Common Shares, cash or other securities or property is made
        as
        specified in the applicable Award Agreement. On the payment date, the
        Participant of each restricted share unit not previously forfeited under
        the
        terms of the applicable Award Agreement shall receive Common Shares, cash,
        securities or other property equal in value to the Common Shares or a
        combination thereof, as specified by the Committee.
  ***(iv)*** ***Performance
        Shares and Performance Share Units***
  The
        Committee may grant Awards of performance shares to Participants in the form
        of
        (a) Common Shares or (b) performance share units having a value equal to
        an
        identical number of Common Shares, in such amounts and subject to such terms
        and
        conditions as the Committee shall determine in its discretion. A Participant
        who
        is granted a performance share unit will have only the rights of a general
        unsecured creditor of the Company until payment of Common Shares, cash or
        other
        securities or property is made as specified in the applicable Award Agreement.
        In the event that a Certificate is issued in respect of an Award of performance
        shares, such Certificate shall be registered in the name of the Participant
        but
        shall be held by the Company or its designated agent until the time the
        performance shares are earned in accordance with the terms of the grant.
        The
        Committee shall determine in its sole discretion whether performance shares
        and
        performance share units shall be paid in Common Shares, cash, securities
        or
        other property, or a combination thereof.
  ***(v)*** ***Other
        Equity-Based Awards***
  The
        Committee may grant other types of equity-based or equity-related Awards
        to
        Participants (including the grant of unrestricted Common Shares) in such
        amounts
        and subject to such terms and conditions as the Committee shall in its
        discretion determine. Such Awards may entail the transfer of actual Common
        Shares to Participants, or payment in cash or otherwise of amounts based
        on the
        value of Common Shares, and may include, without limitation, Awards designed
        to
        comply with or take advantage of the applicable local laws of foreign
        jurisdictions.
  **10.** **Withholding
        of Tax**
  If
        the Company determines that under the requirements of applicable taxation
        laws
        it is obliged to withhold for remittance to a taxing authority any amount
        as a
        condition of the issuance of any Common Shares pursuant to any Awards or
        Options, the Company may, prior to and as a condition of issuing the Common
        Shares, require the Participant to pay to the Company, in addition to and
        in the
        same manner as the purchase price for the Common Shares, such amount as the
        Company is obliged to remit to such taxing authority in respect of the issuance
        of the Common Shares. Any such additional payment shall, in any event, be
        due no
        later than the date as of which any amount with respect to the issuance of
        the
        Common Share exercise must be remitted by the Company to such taxing authority.
        Payment may be in cash or, with the prior approval of and upon conditions
        established by the Committee, by withholding or tendering of Common Shares,
        valued at the closing trading price of the Common Shares on the Stock Exchange
        for the previous day prior to the date in question.
  33
  **11.** **Adjustment
        in Shares**
  (a)
              The
                  number of Common Shares subject to this Plan, the number of Common
                  Shares
                  available under Awards or Options granted and the Option Price
                  and/or cash
                  value allocated to Awards****shall
                  be adjusted from time to time, in such manner and by such procedure
                  deemed
                  appropriate by the Committee, to reflect adjustments in the number
                  of
                  Common Shares arising as a result of subdivision, stock dividends,
                  consolidations or reclassification of the Common Shares or other
                  relevant
                  changes in the authorized or issued capital of the Company.
  (b)
              If
                  the Company amalgamates, consolidates with or merges with or into
                  another
                  body corporate, whether by way of amalgamation, statutory arrangement
                  or
                  otherwise (the right to do so being hereby expressly reserved),
                  any Common
                  Share receivable on the vesting of an Award or exercise of an Option
                  shall
                  be converted into the securities, property or cash which the Participant
                  would have received upon such amalgamation, consolidation or merger
                  if the
                  Participant had been vested in the Award or exercised his or her
                  Option****immediately
                  prior to the effective date of such amalgamation, consolidation
                  or merger
                  and, in the case of Options, the Option Price shall be adjusted
                  appropriately by the Committee and such adjustment shall be binding
                  for
                  all purposes of the Plan.
  (c)
              In
                  the event of a change in the Company's currently authorized Common
                  Shares
                  which is limited to a change in the designation thereof, the shares
                  resulting from any such change shall be deemed to be Common Shares
                  within
                  the meaning of the Plan.
  (d)
              In
                  the event of any other change affecting the Common Shares, such
                  adjustment, if any, shall be made as may be deemed equitable by
                  the
                  Committee to properly reflect such
                  event.
  (e)
              No
                  fractional Common Shares shall be issued on the vesting of an Award
                  or the
                  exercise of Option. Accordingly, if, as a result of any adjustment
                  under
                  this Section 11, a Participant would become entitled to a fractional
                  Common Share, the Participant shall have the right to acquire only
                  the
                  adjusted number of full Common Shares and no payment or other adjustment
                  will be made with respect to the fractional Common Shares so
                  disregarded.
  **12.** **Required
        Consents**
  (a)
              If
                  the Committee shall at any time determine that any consent (as
                  hereinafter
                  defined) is necessary or desirable as a condition of, or in connection
                  with, the granting of any Award or Option, the issuance of Common
                  Shares
                  or the delivery of any cash, securities or other property under
                  the Plan,
                  or the taking of any other action thereunder (each such action
                  being
                  hereinafter referred to as a “plan action”), then such plan action shall
                  not be taken, in whole or in part, unless and until such consent
                  shall
                  have been effected or obtained to the full satisfaction of the
                  Committee.
  (b)
              The
                  term “consent” as used herein with respect to any plan action includes (i)
                  any and all listings, registrations or qualifications in respect
                  thereof
                  upon any stock exchange or under any applicable law, rule or regulation,
                  (ii) any and all written agreements and representations by the
                  grantee
                  with respect to the disposition of shares, or with respect to any
                  other
                  matter, which the Committee shall deem necessary or desirable to
                  comply
                  with the terms of any such listing, registration or qualification
                  or to
                  obtain an exemption from the requirement that any such listing,
                  qualification or registration be made and (iii) any and all other
                  consents, clearances and approvals in respect of a plan action
                  by any
                  governmental or other regulatory body or any stock exchange or
                  self-regulatory agency having
                  jurisdiction.
  
 34
  **13.** **Transfer
        and Assignment**
  Except
        to the extent otherwise provided in the applicable Award or Option Agreement,
        no
        Award or Option or right granted to any person under the Plan shall be sold,
        exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed
        of
        (including through the use of any cash-settled instrument) other than by
        will or
        by the laws of descent and distribution in accordance with Section 14, and
        all
        such Awards, Options and rights shall be exercisable during the life of the
        grantee only by the grantee or the grantee’s legal representative.
        Notwithstanding the immediately preceding sentence, the Committee may permit,
        under such terms and conditions that it deems appropriate in its sole
        discretion, a grantee to transfer any Award (other than Options) to any person
        or entity that the Committee so determines.
  **14.** **Effect
        of Death**
  If
        a Participant or, in the case of an Other Participant which is not an
        individual, the primary individual providing services to the Company or
        Designated Affiliates on behalf of the Other Participant, shall die, any
        Option
        or Award that would have vested within 12 months after the date of such death
        of
        the Participant or Other Participant shall immediately vest notwithstanding
        Sections 8(e) and 9(b)(ii)(A), respectively, and such Options shall be
        exercisable and such Awards shall vest in whole or in part only by the person
        or
        persons to whom the rights of the Optionee or Award holder under the Option
        or
        Award shall pass by the will of the Optionee or Award holder or the laws
        of
        descent and distribution for a period of six months (or such other period
        of
        time as is otherwise provided in an Employment Contract) after the date of
        death
        of the Optionee or Award holder or prior to the expiration of the Option
        Period
        in respect of the Option, whichever is sooner, and then only to the extent
        that
        such Optionee or Award holder was entitled to exercise the Option or Award
        at
        the date of the death of such Optionee or Award holder in accordance with
        Section 8(h) and Section 21 of this Plan.
  **15.** **Employment
        and Board Position Non-Contractual**
  The
        granting of an Award or Option to a Participant under this Plan does not
        confer
        upon the Participant any right to continue as an Eligible Employee, Eligible
        Director, Consultant or Other Participant, as the case may be, nor does it
        interfere in any way with the right of the Participant or the Company to
        terminate the Participant’s employment or a Consulting Contract at any time, or
        the shareholders’ right to elect or remove Directors.
  **16.** **Code
        Section 162(m) Provisions Applicable to Restricted
        Officers**
  Options
        and Awards under this Plan to Restricted Officers are intended to come within
        the exception to the non-deductibility of compensation exceeding $1,000,000
        for
        qualified performance-based compensation under Treasury Regulation 1.162-27(e),
        unless otherwise provided in the Option or Award Agreement. Any ambiguities
        or
        inconsistencies in the construction of this Plan shall be interpreted to
        give
        effect to this intention, and if any provision of the Plan is found not to
        be in
        compliance with such Regulation, such provision shall be null and void to
        the
        extent required to permit the Option or Award to be considered qualified
        performance-based compensation. Therefore, notwithstanding anything in this
        Plan
        to the contrary, the requirements of Treasury Regulation Section 1.162-27(e)
        for
        qualified performance-based compensation further limits Options or Awards
        intended to meet the requirements of Code Section 162(m).
  **17.** **Administration
        of Plan**
  (a)
              The
                  Plan shall be administered by the Committee and the Committee shall
                  have
                  full authority to administer the Plan including the authority to
                  interpret
                  and construe any provision of the Plan and to adopt, amend and
                  rescind
                  such rules and regulations for administering the Plan as the Committee
                  may
                  deem necessary or desirable in order to comply with the requirements
                  of
                  the Plan. All actions taken and all interpretations and determinations
                  made by the Committee in good faith shall be final and conclusive
                  and
                  shall be binding on the Participants and the Company. No member
                  of the
                  Committee shall be personally liable for any action taken or determination
                  or interpretation made in good faith in connection with the Plan
                  and all
                  members of the Committee shall, in addition to their rights as
                  Directors,
                  be fully protected, indemnified and held harmless
                  by
 35
  the
                    Company with respect to any such action taken or determination
                    or
                    interpretation made. The appropriate officers of the Company
                    are hereby
                    authorized and empowered to do all things and execute and deliver
                    all
                    instruments, undertakings and applications and writings as they,
                    in their
                    absolute discretion, consider necessary or desirable for the
                    implementation of the Plan and of the rules and regulations established
                    for administering the Plan. All costs incurred in connection
                    with the Plan
                    shall be for the account of the
                    Company.
 (b)
              Any
                  determination by the Committee shall be final and conclusive on
                  all
                  persons affected thereby unless otherwise determined by the Board
                  of
                  Directors.
  (c)
              The
                  day-to-day administration of this Plan may be delegated to such
                  officers
                  and employees as the Committee shall
                  determine.
  (d)
              To
                  the extent required for transactions under the Plan to qualify
                  for the
                  exemptions available under Rule 16b-3 promulgated under the Exchange
                  Act,
                  all actions relating to Options and Awards to persons subject to
                  Section
                  16 of the Exchange Act shall be taken by the Board or a committee
                  or
                  subcommittee of the Board composed of two or more members, each
                  of whom is
                  a “non-employee director” within the meaning of Exchange Act Rule 16b-3.
                  To the extent required for compensation realized from Options or
                  Awards
                  under the Plan to be deductible by the Company pursuant to Section
                  162(m)
                  of the Code, such Options or Awards may be granted by a committee
                  or
                  subcommittee of the Board composed of two or more members, each
                  of whom is
                  an “outside director” within the meaning of Code Section 162(m).
  **18.** **Change
        of Control**
  Upon
        a Change of Control, anything in this Plan to the contrary notwithstanding,
        every Option and Award granted hereunder shall immediately become
        exercisable.
  **19.** **Notices**
  All
        written notices to be given by the Participant to the Company may be delivered
        personally or by registered mail, postage prepaid, addressed as
        follows:
 
 
 **Meridian
        Gold Inc.**
 Suite
        200
 9670
        Gateway Drive Reno,
        NV 89521-8997
 
 Attention:
              Chief
                  Financial Officer
 
  Any
        notice given by the Participant pursuant to the terms of the Option or Award
        shall not be effective until actually received by the Company at the above
        address. Any notice to be given to the Participant shall be sufficiently
        given
        if delivered personally or by postage prepaid mail to the last address of
        the
        Participant on the records of the Company and shall be effective seven days
        after mailing.
  **20.** **Corporate
        Action**
  Nothing
        contained in this Plan or any Option or Award granted shall be construed
        so as
        to prevent the Company or any subsidiary of the Company from taking corporate
        action which is deemed by the Company or the subsidiary to be appropriate
        or in
        its best interest, whether or not such action would have an adverse effect
        on
        this Plan or on any Option or Award granted.
  36
  **21.** **Termination
        of Options and Awards under the Plan**
  (a)
              If
                  (X) a Participant’s employment with the Company terminates, whether for or
                  without cause and whether with or without reasonable notice, or
                  (Y) a
                  Participant who is an Eligible Director**,**Consultant
                  or Other Participant ceases to be an Eligible Director,
                  Consultant****or
                  Other Participant, as the case may be, due
                  to:
  (i)
              (A)
                  normal retirement under the Company’s then existing policies; (B)
                  earlyretirement at the request of the Company; (C) death; or (D) Disability,
                  then there shall be immediate vesting upon the effective date such
                  employment is terminated or a Participant who is an Eligible Director,
                  Consultant or Other Participant ceases to be an Eligible Director,
                  Consultant****or
                  Other Participant, as the case may be (and not at the date any
                  period of
                  reasonable notice would expire in the case of termination by the
                  Company)(the “**Termination
                  Date**”)
                  of the Options or Awards that would otherwise have vested in the
                  12 month
                  period following the Termination Date, and all Options or Awards
                  that
                  would have vested after such 12 month period following the Termination
                  Date shall expire or be forfeited, as the case may be. All Options
                  or
                  Awards that have vested or become exercisable by such Participant
                  shall be
                  exercisable or receivable during the period which is the shorter
                  of: (x)
                  the remainder of the applicable Option Period (or other applicable
                  vesting
                  period in respect of Awards); and (y) 180 days after the Termination
                  Date,
                  after which period, such Options or Awards may no longer vest or
                  be
                  exercised and will be deemed to be forfeited, as the case may be;
                  or
  (ii)
              any
                  reason other than those specified in item (i) (A) to (D), inclusive,
                  then
                  the Options and Awards that have vested (but not yet expired) before
                  the
                  Termination Date shall be exercisable or receivable, as the case
                  may be,
                  during the period which is the shorter of: (x) the remainder of
                  the
                  applicable Option Period (or other applicable vesting period in
                  respect of
                  Awards), and (y) 90 days after the Termination Date, after which
                  period,
                  the Options and/or Awards may no longer be exercised and will be
                  deemed to
                  be forfeited, as the case may be. Any Options, and if applicable
                  Awards,
                  that have not vested before the Termination Date shall expire on
                  the
                  Termination Date.
  **22.** **Amendment
        of the Plan**
  (a)
              The
                  Committee may amend, suspend or terminate the Plan at any time,
                  provided
                  that no such amendment, suspension or termination
                  may:
  I. be
        made without obtaining any required regulatory approvals; or
  II. adversely
        affect the rights of any Optionee or holder of an Award who holds an Option
        or
        Award at the time of any such amendment, without the consent of the Optionee
        or
        Award holder.
  (b)
              The
                  Committee may from time to time, in the absolute discretion of
                  the
                  Committee and without shareholder approval, make the following
                  amendments
                  to the Plan or any Option or Award granted under the
                  Plan:
  I.
              an
                  amendment to the purchase price of any Option or Award, unless
                  the
                  amendment is a reduction in the purchase price of an Option or
                  Award held
                  by an Insider;
  II.
              an
                  amendment to the date upon which an Option or Award may expire,
                  unless the
                  amendment extends the expiry of an Option or Award held by an
                  Insider;
  37
  III.
              an
                  amendment to the vesting provisions of the Share Option Plan and
                  Other
                  Awards Plan and any Option Agreement or Award Agreement granted
                  under the
                  Plan;
  IV.
              an
                  amendment to provide a cashless exercise feature to an Option or
                  the Share
                  Option Plan, provided that such amendment ensures the full deduction
                  of
                  the number of underlying Common Shares from the total number of
                  Common
                  Shares subject to the Share Option
                  Plan;
  V.
              an
                  addition to, deletion from or alteration of the Plan or an Option
                  or Award
                  that is necessary to comply with applicable law or the requirements
                  of any
                  regulatory authority or the Stock
                  Exchange;
  VI.
              any
                  amendment of a “housekeeping” nature, including, without limitation,
                  amending the wording of any provision of this Share Incentive Plan
                  for the
                  purpose of clarifying the meaning of existing provisions or to
                  correct or
                  supplement any provision of this Share Incentive Plan that is inconsistent
                  with any other provision of this Share Incentive Plan, correcting
                  grammatical or typographical errors and amending the definitions
                  contained
                  within this Share Incentive Plan respecting the administration
                  of the
                  Share Incentive Plan,
  VII. any
        amendment respecting the administration of this Share Incentive Plan,
        and
  VIII.
              any
                  other amendment that does not require shareholder approval under
                  Section
                  22(c).
  (c) Shareholder
        approval will be required for the following amendments to the Plan:
  I.
              any
                  increase in the number of Common Shares reserved for issuance under
                  the
                  Plan;
  II.
              any
                  reduction in the purchase price or the extension of the expiry
                  of an
                  Option or Award held by Insiders;
  III.
              any
                  change which would materially modify the requirements as to eligibility
                  for participation in the Plan.
  **23.** **Governing
        Law**
  This
        Plan is established under the laws of Ontario and the rights of all parties
        and
        the construction and effect of each provision of this Plan shall be according
        to
        the laws of Ontario and the laws of Canada applicable in Ontario.
  **24.** **Government
        Regulation**
  The
        Company’s obligation to issue and deliver Common Shares under any Option or
        Award is subject to:
  (a)
              the
                  satisfaction of all requirements under applicable securities law
                  in
                  respect thereof and obtaining all regulatory approvals as the Company
                  shall determine to be necessary or advisable in connection with
                  the
                  authorization, issuance or sale
                  thereof;
  (b)
              the
                  admission of such Common Shares to listing on any stock exchange
                  in Canada
                  or the United States on which Common Shares may then be listed;
                  and
  (c)
              the
                  receipt from the Participant of such representations, agreements
                  and
                  undertakings as to future dealings in such Common Shares as the
                  Company
                  determines to be necessary or advisable in order to safeguard against
                  the
                  violation of the securities laws of any
                  jurisdiction.
   38
  In
        this connection, the Company shall take all reasonable steps to obtain such
        approvals and registrations as may be necessary for the issuance of such
        Common
        Shares in compliance with applicable securities laws and for the listing
        of such
        Common Shares on a stock exchange in Canada or the United States on which
        the
        Common Shares are then listed.
  **Approvals**
   This
        Plan shall be subject to shareholder approval and acceptance by the Stock
        Exchange in compliance with all conditions imposed by the Stock Exchange.
        Any
        Awards or Options granted prior to such acceptance shall be conditional upon
        such acceptance being given and any conditions complied with and no Options
        or
        Awards may be exercised unless such acceptance is given and such conditions
        are
        complied with.
 
 
 **DATED** February
        22, 2007
  
 
 39