Virginia Gold Mines Inc.
  SHAREHOLDER RIGHTS
  PLAN AGREEMENT


**2004** **TABLE OF CONTENTS**

**ARTICLE 1 - INTERPRETATION 1
  Certain Definitions. 1
  Beneficial Ownership. 7
  Control. 8
  Subsidiary. 9
  Currency. 9
  Headings. 9
  Calculation of Number and Percentage of Beneficial Ownership of Outstanding
  Voting Shares. 9
  Acting Jointly or in Concert. 9
  ARTICLE 2 - THE RIGHTS 9
  Issuance of Rights and legend on Voting Share Certificates. 9
  Initial Exercise Price; Exercise of Rights; Detachment of Rights. 10
  Adjustments to Exercise Price; Number of Rights. 12
  Date on Which Exercise Is Effective. 15
  Execution, Authentication, Delivery and Dating of Rights Certificates. 15
  Registration, Transfer and Exchange. 16
  Mutilated, Destroyed, Lost and Stolen Rights Certificates. 16
  Persons Deemed Owners of Rights. 17
  Delivery and Cancellation of Certificates.17
  Agreement of Rights Holders. 17
  Rights Certificate Holder Not Deemed a Shareholder. 18
  ARTICLE 3 - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 18
  Flip-in Event. 18
  ARTICLE 4 - THE RIGHTS AGENT 19
  General. 19
  Merger, Amalgamation or Consolidation or Change of Name of Rights Agent. 19
  Duties of Rights Agent. 20
  Change of Rights Agent. 21
  ARTICLE 5 - MISCELLANEOUS 21
  Redemption and Waiver. 21
  Expiration. 22
  Issuance of New Rights Certificates. 22
  Supplements and Amendments. 23
  Fractional Rights and Fractional Voting Shares. 24
  Rights of Action. 24
  Regulatory Approvals. 24
  Declaration as to Non-Canadian Holders. 24
  Notices. 24
  Costs of Enforcement. 25
  Successors. 25
  Benefits of this Agreement. 25
  Governing Law. 25
  Severability. 25
  Effective Date. 25
  Determinations and Actions by the Board of Directors. 26
  Time of the Essence. 26
  Execution in Counterparts. 26
  EXHIBIT 1 – FORM OF RIGHTS CERTIFICATE
  FORM OF ASSIGNMENT
  CERTIFICATE
  FORM OF ELECTION TO EXERCISE**

PAGE 1

**SHAREHOLDER RIGHTS PLAN AGREEMENT**

**SHAREHOLDER RIGHTS PLAN AGREEMENT**dated as of October 4,
  2004 and amended on November 15, 2004, between **Virginia Gold Mines Inc**.
  a company amalgamated under Canada Business Corporations Act (the “Company”)
  and **CIBC Mellon Trust Company**, a trust company incorporated
  under the laws of Canada (the “Rights Agent”) 
  To ensure, to the extent possible, that all shareholders of the Company are
  treated fairly in connection with any Takeover bid for Voting Shares of the
  Company, the Company’s board of directors has determined that it is in
  the best interests of the Company to adopt a shareholder rights plan.
  To implement this determination the Company’s board of directors has authorized
  the issuance (i) effective one minute after the Effective Date, of one right
  (a “Right”) in respect of each Voting Share outstanding one minute
  after the Effective Date; and (ii) of one Right in respect of each Voting Share
  issued after the Record Time and prior to the earlier of the Separation Time
  and the Expiry Time.
  Each Right entitles the holder thereof, after the Separation Time, to purchase
  Common Shares on the terms and conditions set out in this Agreement.
  The Company wishes to appoint the Rights Agent to act on its behalf and on behalf
  of the holders of Rights, and the Rights Agent is willing to so act, in connection
  with the issuance, transfer, exchange and replacement of Rights Certificates,
  the exercise of Rights and other matters referred to in this Agreement.
  The Company’s board of directors proposes that this Agreement be in place
  for a period of ten years, subject to the Agreement being reconfirmed by the
  Company’s shareholders on the third anniversary of the first approval
  of the Agreement and thereafter every three years.

**AGREEMENT**

THEREFORE, in consideration of the foregoing and the respective covenants
  and agreements set forth herein, and subject to such covenants and agreements,
  the parties hereby agree as follows:

**ARTICLE 1 - INTERPRETATION**

**1.1 Certain Definitions.**For purposes of this Agreement,
  the following terms have the meanings indicated:**(a) “Acquiring Person”** means any Person who is
  the Beneficial owner of more than 20 per cent of the outstanding Voting Shares;
  provided, however, that the term “Acquiring Person” shall not include:
  (i) the Company or any Subsidiary of the Company;
  (ii) any Person who becomes the Beneficial owner of more than 20 per cent of
  the outstanding Voting Shares as a result of one or any combination of (A) an
  acquisition or redemption by the Company of Voting Shares which, by reducing
  the number of Voting Shares outstanding, increases the proportionate number
  of Voting Shares Beneficially owned by such Person to more than 20 per cent
  of the Voting Shares then outstanding, (B) Permitted Bid Acquisitions, (C) Pro
  Rata Acquisitions, or (D) Exempt Acquisitions; provided, however, that if a
  Person becomes the Beneficial owner of more than 20 per cent of the outstanding
  Voting Shares by reason of (A), (B), (C) or (D) and such Person thereafter becomes
  the Beneficial owner of more than an additional 1% of the number of outstanding
  Voting Shares (other than pursuant to (A), (B), (C) or (D)), as the case may
  be, such person becomes an Acquiring Person as of the date such Person becomes
  the Beneficial owner of such additional Voting Shares;
  (iii) for a period of 10 calendar days after the Disqualification Date (as defined
  below), any Person who becomes the Beneficial owner of more than 20 per cent
  of the outstanding Voting Shares as a result of such Person becoming disqualified
  from relying on Subparagraph 1.2 (ii) solely because such Person is making or
  has announced a current intention to make a Takeover Bid, either alone or by
  acting jointly or in concert with any other Person. For the purposes of this
  definition, “Disqualification Date” means the first date of a public
  announcement of facts indicating that any Person is making or has a current
  intention to make a Takeover Bid; or

PAGE 2

(iv) an underwriter or member of a banking or selling group that becomes the
  Beneficial owner of more than 20 per cent of the Voting Shares in connection
  with a distribution of securities of the Company; or 
  (v) a Person (a “Grandfathered Person”) who is the Beneficial owner
  of more than 20 per cent of the outstanding Voting Shares determined as at the
  Record Time, provided, however, that this exception shall not, and shall cease
  to, apply if, after the Record Time, the Grandfathered Person: (1) ceases to
  own more than 20 per cent of the outstanding Voting Shares, or (2) becomes the
  Beneficial owner of any additional Voting Shares that increases its Beneficial
  ownership of Voting Shares by more than 1% of the number of outstanding Voting
  Shares, other than pursuant to the operation of one or more of paragraph (ii)
  (A), (B), (C) or (D); **(b) “Affiliate”,** when used to indicate a relationship
  with a Person, means a Person that directly, or indirectly through one or more
  intermediaries, controls, or is controlled by, or is under common control with,
  that Person;**(c) “Agreement”** means this shareholder rights plan
  agreement dated as of October 4, 2004, between the Company and the Rights Agent,
  as it may be amended and/or supplemented from time to time; “hereof, “herein”,
  “hereto” and similar expressions mean and refer to this Agreement
  as a whole and not to any particular part of this Agreement;**(d) “annual cash dividend”** means cash dividends
  paid in any fiscal year of the Company, to the extent that such cash dividends
  do not exceed in the aggregate, the greatest of (i) 200 per cent of the aggregate
  amount of cash dividends declared payable by the Company on any of its Voting
  Shares in its immediately preceding fiscal year; (ii) 300 per cent of the arithmetic
  mean of the aggregate amounts of the annual cash dividends declared payable
  by the Company on any of its Voting Shares in its three immediately preceding
  fiscal years; and (iii) 100 per cent of the aggregate consolidated net income
  of the Company, before extraordinary items, for its immediately preceding fiscal
  year;**(e) “Associate”,** when used to indicate a relationship
  with a Person, means a spouse or child of that Person, any Person of the same
  or opposite sex with whom that Person is living in a conjugal relationship outside
  marriage, or a relative of that Person who has the same residence as that Person;**(f) “Board of Directors”** means the board of directors of
  the Company or any duly constituted and empowered committee thereof;**(g) “Business Day”** means any day other than a Saturday,
  Sunday or a day on which banking institutions in Quebec are authorized or obligated
  by law to close;**(h) “Canadian Dollar Equivalent”** of any amount,
  which is expressed in United States Dollars means, on any date, the product
  of such amount and the U.S. - Canadian Exchange Rate in effect on that date;**(i) “Canadian-U.S. Exchange Rate”** means, on any
  date, the inverse of the U.S.-Canadian Exchange Rate in effect on such date;**(j) “CBCA”** means the Canada Business Corporations
  Act, R.S.C. 1985, c.C-44, as amended, and the regulations made thereunder and
  any comparable or successor laws or regulations thereto;**(k) “close of business”** on any date means the time
  on such date (or, if such date is not a Business Day, the time on the next succeeding
  Business Day) at which the principal office in Montreal of the transfer agent
  for the Voting Shares of the Company (or, after the Separation Time, the principal
  transfer office in Montreal of the Rights Agent) is closed to the public;**(l) “Common Shares”** means the common shares in
  the capital of the Company;**(m) “Competing Permitted Bid”** means a Takeover
  Bid that:

PAGE 3

(i) is made after a Permitted Bid has been made and prior to the expiry of
  the Permitted Bid;
  (ii) satisfies each element of the definition of a Permitted Bid other than
  paragraph (ii)A thereof; and 
  (iii) contains, and the take-up and payment for securities tendered or deposited
  is subject to, an irrevocable and unqualified provision that no Voting Shares
  will be taken up or paid for pursuant to the Takeover Bid prior to the close
  of business on a date that is no earlier than the later of: (a) the 60th day
  after the date on which the earliest Permitted Bid, which preceded the Competing
  Permitted Bid, was made; and (b) 35 days after the date of the Takeover Bid
  constituting the Competing Permitted Bid and only if at the date that the Voting
  Shares are to be taken up, more than 50 % of the Voting Shares held by Independent
  Shareholders shall have been deposited or tendered pursuant to the Competing
  Permitted Bid and not withdrawn;**(o) “Co-Rights Agents”** has the meaning ascribed
  thereto in Subsection 4.1(a);**(p) “Disposition Date”** has the meaning ascribed
  thereto in Subsection 5.1(a);**(q) “Effective Date”** means the date of this Agreement.**(r) “Election to Exercise”** has the meaning ascribed
  thereto in Subsection 2.2(d) (ii);**(s) “Exempt Acquisition”** means a Voting Share acquisition
  in respect of which the Board of Directors has waived the application of Section
  3.1 pursuant to the provisions of Subsections 5.1(a), (b) or (e);**(t) “Exercise Price”** means, as of any date, the
  price at which a holder may purchase the securities issuable upon the exercise
  of one whole Right which, until adjustment thereof in accordance with the terms
  hereof shall be ten times the average closing price of the Common Shares on
  the Toronto Stock Exchange on the Effective Date and the immediately preceding
  four consecutive trading dates on the Toronto Stock Exchange;**(u) “Expansion Factor”** has the meaning ascribed
  thereto in Section 2.3(a);**(v) “Expiry Time”** means the close of business on
  that date which is the earliest date of termination of this Agreement as provided
  for in Section 5.15 or, if this Agreement is confirmed and subsequently reconfirmed
  pursuant to Section 5.15 at the third and sixth annual meetings following the
  Company’s annual meeting of shareholders in 2004, the close of business
  on the tenth anniversary of the Effective Date;**(w) “Flip-in Event”** means a transaction in or pursuant
  to which any Person becomes an Acquiring Person;**(x) “holder”** has the meaning ascribed thereto in
  Section 2.8;**(y) “Independent Shareholders”** means holders of
  any Voting Shares, other than (a) any Acquiring Person, (b) any Offeror (other
  than any Person who pursuant to Section 1.2 is not deemed to Beneficially own
  the Voting Shares held by such Person), (c) any Affiliate or Associate of any
  Acquiring Person or Offeror, (d) any Person acting jointly or in concert with
  any Acquiring Person or Offeror, and (e) any employee benefit plan, stock purchase
  plan, deferred profit sharing plan and any similar plan or trust for the benefit
  of employees of the Company or a Subsidiary of the Company, unless the beneficiaries
  of the plan or trust direct the manner in which the Voting Shares are to be
  voted or withheld from voting or direct whether the Voting Shares are to be
  tendered to a Takeover Bid;**(z) “Lock-up Agreement”**means an agreement between
  an Offeror, any of its Affiliates or Associates or any other Person acting jointly
  or in concert with the Offeror and a Person (the “Locked-up Person”)
  who is not an Affiliate or Associate of the Offeror or a Person acting jointly
  or in concert with the Offeror whereby the Locked-up Person agrees to deposit
  or tender the Voting Shares held by the Locked-up Person to the Offeror’s
  Takeover Bid or to any Takeover Bid made by any of the Offeror’s Affiliates
  or Associates or made by any other Person acting jointly or in concert with
  the Offeror (the “Lock-up Bid”), provided that:
  (i) the agreement:

PAGE 4

(A) permits the Locked-up Person to withdraw the Voting Shares from the agreement
  in order to tender or deposit the Voting Shares to another Takeover Bid or to
  support another transaction that contains an offering price for each Voting
  Share that is higher than the offering price contained in or proposed to be
  contained in the Lock-up Bid; or
  (B) (a) permits the Locked-up Person to withdraw the Voting Shares from the
  agreement in order to tender or deposit the Voting Shares to another Takeover
  Bid or to support another transaction that contains an offering price for each
  Voting Share that exceeds by as much as or more than a specified amount (the
  “Specified Amount”) the offering price for each Voting Share contained
  in or proposed to be contained in the Lock-up Bid; and (b) does not by its terms
  provide for a Specified Amount that is greater than 7% of the offering price
  contained in or proposed to be contained in the Lock-up Bid; and, for greater
  clarity, an agreement may contain a right of first refusal or require a period
  of delay to give an Offeror an opportunity to match a higher price in another
  take- over bid or other similar limitation on a Locked-up Person as long as
  the Locked-up Person can accept another bid or tender to another transaction;
  and
  (ii) no “break-up” fees, “top-up” fees, penalties or
  other amounts that exceed in the aggregate one half of the cash equivalent of
  any amount in excess of the amount offered under the Lock-up Bid and that the
  Locked-up Person receives pursuant to another Takeover Bid or transaction shall
  be payable pursuant to the agreement if the Locked-up Person fails to tender
  Voting Shares pursuant thereto in order to accept the other Takeover Bid or
  support another transaction.**(aa) “Market Price”** per share of any securities
  on any date means the average of the daily closing sale prices per share of
  such class of securities (determined as described below) on each of the 20 consecutive
  Trading Days through and including the Trading Day immediately preceding such
  date; provided, however, that if an event of a type analogous to any of the
  events described in Section 2.3 hereof shall have caused the closing sale prices
  used to determine the Market Price on any Trading Days not to be fully comparable
  with the closing sale price on such date or, if the date is not a Trading Day,
  on the immediately preceding Trading Day, each such closing sale price so used
  shall be appropriately adjusted in a manner analogous to the applicable adjustment
  provided for in Section 2.3 hereof in order to make it fully comparable with
  the closing sale price on such date or, if the date is not a Trading Day, on
  the immediately preceding Trading Day. The closing sale price per share of any
  securities on any date shall be:
  (i) the closing board lot sale price or, if such price is not available, the
  average of the closing bid and asked prices, for each of such securities as
  reported by the principal Canadian securities exchange (as determined by volume
  of trading) on which such securities are listed or admitted to trading, or if
  for any reason neither of such prices is available on such day or the securities
  are not listed or admitted to trading on a Canadian securities exchange, the
  last sale price or, if such price is not available, the average of the closing
  bid and asked prices, for each security as reported by the principal national
  United States securities exchange (as determined by the volume of trading) on
  which such securities are listed or admitted for trading;
  (ii) if for any reason none of such prices is available on such date or the
  securities are not listed or admitted to trading on a Canadian stock exchange
  or a national United States securities exchange, the last sale price, or in
  case no sale takes place on such date, the average of the high bid and low asked
  prices (as determined by the Board of Directors) for each of such securities
  in the over-the-counter market, as quoted by any reporting system then in use;
  or
  (iii) if for any reason none of such prices is available on such day or the
  securities are not listed or admitted to trading on a Canadian stock exchange
  or quoted by any such reporting system, the average of the closing bid and asked
  prices as furnished by a professional market maker making a market in the securities
  selected by the Board of Directors;
  provided, however, that if on any such date none of such prices is available,
  the closing sale price per share of such securities on such date shall mean
  the fair value per share of the securities on such date as determined in good
  faith by the Board of Directors after consultation with a nationally or internationally
  recognized investment dealer or investment banker and provided further that
  if an event of a type analogous to any of the events described in Section 2.3
  hereof shall have caused any price used to determine the Market Place on any
  Trading Day not to be

PAGE 5

fully comparable with the price as so determined on the Trading Day immediately
  preceding such date of determination, each such price so used shall be appropriately
  adjusted in a manner analogous to the applicable adjustment provided for in
  Section 2.3 hereof in order to make it fully comparable with the price on the
  Trading Day immediately preceding such date of determination. The Market Price
  shall be expressed in Canadian dollars and, if initially determined in respect
  of any day forming part of the 20 consecutive Trading Day period in question
  in United States dollars, such amount shall be translated into Canadian dollars
  on such date at the Canadian Dollar Equivalent thereof.**(bb) “Nominee”**has the meaning ascribed thereto
  in Subsection 2.2(c);**(cc) “Offer to Acquire”** includes:
  (i) an offer to purchase or a solicitation of an offer to sell Voting Shares
  of any class or classes; and
  (ii) an acceptance of an offer to sell Voting Shares of any class or classes,
  whether or not such offer to sell has been solicited; or 
  (iii) any combination thereof, and the Person accepting an offer to sell shall
  be deemed to be making an Offer to Acquire to the Person that made the offer
  to sell;**(dd) “Offeror”** means a Person who has announced,
  and has not withdrawn, an intention to make or who has made, and has not withdrawn,
  a Takeover Bid, other than a Person who has completed a Permitted Bid, a Competing
  Permitted Bid or an Exempt Acquisition;**(ee) “Offeror’s Securities”** means Voting
  Shares Beneficially owned by an Offeror on the date of the Offer to Acquire;**(ff) “Permitted Bid”**means a Takeover Bid, which
  is made by means of a Takeover Bid circular and which:
  (i) is made to all holders of Voting Shares other than the Offeror;
  (ii) contains, and the take-up and payment for securities tendered or deposited
  is subject to, an irrevocable and unqualified provision that no Voting Shares
  will be taken up and paid for pursuant thereto (A) prior to the close of business
  on a date which is not less than 60 days following the date of the Takeover
  Bid and (B) unless at such date more than 50% of the Voting Shares held by Independent
  Shareholders shall have been deposited or tendered pursuant to the Takeover
  Bid and not withdrawn;
  (iii) contains an irrevocable and unqualified provision that unless the Takeover
  Bid is withdrawn, Voting Shares may be deposited pursuant thereto at any time
  during the period described in paragraph (ff) (ii) (A) above and that any Voting
  Shares deposited pursuant to the Takeover Bid may be withdrawn until taken up
  and paid for; and
  (iv) contains an irrevocable and unqualified provision that if the condition
  set forth in paragraph (ff) (ii) (B) above is satisfied the Offeror will make
  a public announcement of that fact and unless the Takeover Bid is withdrawn
  it will remain open for deposits and tenders of Voting Shares for not less than
  10 Business Days from the date of such public announcement;**(gg) “Permitted Bid Acquisition”** means an acquisition
  of Voting Shares of any class made pursuant to a Permitted Bid or a Competing
  Permitted Bid;**(hh) “Person”** includes an individual, firm, association,
  trustee, executor, administrator, legal personal representative, body corporate,
  company, trust, partnership, joint venture syndicate or other form of unincorporated
  association, a government and its agencies or instrumentalities, any entity
  or group whether or not having legal personality, any successor (by merger,
  statutory amalgamation or otherwise) and any of the foregoing acting in any
  derivative, representative or fiduciary capacity;

PAGE 6

**(ii) “Pro Rata Acquisition”** means an acquisition
  of Voting Shares pursuant to (i) the receipt and/or exercise of rights issued
  by the Company to all the holders of a class of Voting Shares to subscribe for
  or purchase Voting Shares, provided that such rights are acquired directly from
  the Company as part of a rights offering and not from any other Person, or (ii)
  a distribution by the Company of Voting Shares, or securities convertible into
  or exchangeable for Voting Shares (and the conversion or exchange of such convertible
  or exchangeable securities) made pursuant to a prospectus or a distribution
  by way of private placement by the Company, provided that the Person does not
  thereby acquire a greater percentage of such Voting Shares, or securities convertible
  or exchangeable for Voting Shares of that class, than the Person’s percentage
  of Voting Shares Beneficially owned immediately prior to such acquisition, or
  (iii) a Dividend Investment Plan or (iv) a Share Purchase Plan.**(jj) “Record Time”** means one minute after the Effective
  Date;**(kk) “Redemption Price”**has the meaning set forth
  in Subsection 5.1(c) of this Agreement;**(ll) “Right”** means a right to purchase a Common
  Share of the Company, upon the terms and subject to the conditions set forth
  in this Agreement;**(mm) “Rights Agent”** means CIBC Mellon Trust Company,
  a trust company incorporated under the laws of Canada or any successor Rights
  Agent appointed pursuant to Section 4.4;**(nn) “Rights Certificate”** means a Rights Certificate,
  which represents the Rights after the Separation Time, which shall be substantially
  in the form attached hereto as Exhibit 1;**(oo) “Rights Holders’**Special Meeting” means
  a meeting of the holders of Rights called by the Board of Directors for the
  purpose of approving a supplement or amendment to this Agreement pursuant to
  Subsection 5.4(c);**(pp) “Rights Register”** and “Rights Registrar”
  have the meanings ascribed thereto in Subsection 2.6(a);**(qq) “Securities Act (Quebec)”** means the Securities
  Act, L.R.Q., c.V-1.1, as amended and the regulations and rules thereunder, and
  any comparable or successor laws or regulations or rules thereto;;**(rr) “Separation Time”** means the close of business
  on the tenth Trading Day after the earlier of:
  (i) the Stock Acquisition Date;
  (ii) the date of the commencement of or first public announcement of the intent
  of any Person (other than the Company or any Subsidiary of the Company) to commence
  a Takeover Bid (other than a Permitted Bid or a Competing Permitted Bid, as
  the case may be); and
  (iii) the date upon which a Takeover Bid ceases to be a Permitted Bid or Competing
  Permitted Bid,
  or such later date as may be determined by the Board of Directors, provided
  that, if any such Takeover Bid expires, is cancelled, terminated or otherwise
  withdrawn prior to the Separation Time, such Takeover Bid shall be deemed, for
  the purposes of this definition, never to have been made;**(ss) “Special Meeting”**means a special meeting
  of the holders of Voting Shares called by the Board of Directors for the purpose
  of approving a supplement, amendment or variation to this Agreement pursuant
  to Section 5.4 (b) or section 5.4 (c);**(tt) “Stock Acquisition Date”** means the first date
  of public announcement (which, for purposes of this definition, shall include,
  without limitation, a report filed pursuant to section 147.11 of the Securities
  Act (Quebec), or Section 13 (d) of the U.S. Exchange Act) by the Company or
  an Acquiring Person that an Acquiring Person has become such;**(uu) “Takeover Bid”** means an Offer to Acquire Voting
  Shares, or securities convertible into Voting Shares if, assuming that the Voting
  Shares or convertible securities subject to the Offer to Acquire are acquired
  and are Beneficially Owned at the date of such Offer to Acquire by the Person
  making such Offer to Acquire, such Voting Shares (including Voting Shares that
  may be acquired upon conversion of securities convertible into Voting Shares)
  together with the Offeror’s Securities constitute in the aggregate 20
  per cent or more of either the outstanding Voting Shares at the date of the
  offer to Acquire;

PAGE 7

**(vv) “Trading Day”**, when used with respect to
  any securities, means a day on which the principal Canadian securities exchange
  on which such securities are listed or admitted to trading is open for the transaction
  of business or, if the securities are not listed or admitted to trading on any
  Canadian securities exchange, a Business Day;**(ww) “U.S.-Canadian Exchange Rate”** means, on any
  date:
  (i) the average noon spot rate of exchange set on that date by the Bank of Canada
  for the conversion of one United States dollar into Canadian dollars; and
  (ii) in any other case, the rate for such date for the conversion of one United
  States dollar into Canadian dollars calculated in such manner as may be determined
  by the Board of Directors from time to time acting in good faith;
  (xx) “U.S. Dollar Equivalent” of any amount which is expressed in
  Canadian dollars means, on any date, the product of that amount and the Canadian-U.S.
  Exchange Rate in effect on that date;**(yy) “U.S. Exchange Act”** means the United States
  Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder
  as now in effect or as the same may from time to time be amended, re-enacted
  or replaced; and**(zz) “U.S. Securities Act”** means the United States
  Securities Act of 1933, as amended, and the rules and regulations thereunder
  as now in effect or as the same may from time to time be amended, re-enacted
  or replaced.**(aaa) “Voting Shares”** means the Common Shares of
  the Company and any other shares in the share capital of the Company entitled
  to vote generally in the election of all the directors.**1.2 Beneficial Ownership**. For the purposes of this Agreement
  a Person shall be deemed the “Beneficial owner”, have “Beneficial
  ownership” of, and to “Beneficially own”, on any date,
  (a) any securities of which such Person or any of such Person’s Affiliates
  or Associates is the owner at law or in equity on that date;
  (b) any securities of which such Person or any of such Person’s Affiliates
  or Associates has the right, exercisable within a period of 60 days of that
  date, to become the owner at law or in equity, whether or not on condition or
  the happening of any contingency or the making of any payment, pursuant to any
  agreement, arrangement, pledge or understanding, whether or not in writing (other
  than customary agreements with and between underwriters and/or banking group
  members and/or selling group members with respect to a distribution of securities
  and other than pledges of securities in the ordinary course of business), other
  than the Rights; and 
  (c) any securities which are Beneficially owned within the meaning of paragraph
  (a) or (b) by any other Person with whom such Person is acting jointly or in
  concert;
  provided, however, that a Person shall not be deemed the “Beneficial owner”
  of, or to have “Beneficial ownership” of, or to “Beneficially
  own”, any security: 
  (i) because such security has been deposited or tendered pursuant to any Takeover
  Bid made by such Person, any of such Person’s Affiliates or Associates
  or any other Person referred to in paragraph (c), until the earlier of such
  deposited or tendered security being taken up or paid for;
  (ii) because such Person, any of such Person’s Affiliates or Associates
  or any other Person referred to in paragraph (c) holds such security provided
  that,

PAGE 8

A. the ordinary business of any such Person (the “Investment Manager”)
  includes the management of investment funds for others (which others, for greater
  certainty, may include or be limited to one or more employee benefit plans or
  pension plans) and such security is held by the Investment Manager in the ordinary
  course of such business in the performance of such Investment Manager’s
  duties for the account of any other Person (a “Client”), including
  a non-discretionary account held on behalf of a Client by a broker or dealer
  registered under applicable law; 
  B. such Person (the “Trust Company”) is licensed to carry on the
  business of a trust company under applicable laws and, as such, acts as trustee
  or administrator or in a similar capacity in relation to the estates of deceased
  or incompetent Persons (each an “Estate Account”) or in relation
  to other accounts (each an “Other Account”) and holds such security
  in the ordinary course of such duties for such Estate Accounts or for such Other
  Accounts;
  C. such Person is established by statute for purposes that include, and the
  ordinary business or activity of such Person (the “Statutory Body”)
  includes, the management of investment funds for employee benefit plans, pension
  plans, insurance plans or various public bodies;
  D. such Person (the “Administrator”) is the administrator or trustee
  of one or more pension funds, plans or related trusts (a “Plan”)
  registered or qualified under the laws of Canada or any Province thereof or
  the laws of the United States of America or any state thereof or is a Plan;
  or
  E. such Person is a Crown agent or agency;
  provided, in any of the above cases, that the Investment Manager, the Trust
  Company, the Statutory Body, the Administrator, the Plan, or the Crown agent
  or agency, as the case may be, is not then making a Takeover Bid or has not
  then announced an intention to make a Takeover Bid other than an Offer to Acquire
  Voting Shares or other securities by means of a distribution by the Company
  or by means of ordinary market transactions (including pre-arranged trades entered
  into in the ordinary course of business of such Person) executed through the
  facilities of a stock exchange or organized over-the-counter market, alone or
  by acting jointly or in concert with any other Person;
  (d) because such security has been agreed to be deposited or tendered pursuant
  to a Lock-up Agreement, or is otherwise deposited or tendered, to any Takeover
  Bid made by such Person, any of such Person’s Affiliates or Associates
  or any other Person acting jointly or in concert with such Person until such
  deposited or tendered security has been taken up or paid for, whichever shall
  first occur;
  (e) because such Person is (i) a Client of the same Investment Manager as another
  Person on whose account the Investment Manager holds such security, (ii) an
  Estate Account or an Other Account of the same Trust Company as another Person
  on whose account the Trust Company holds such security or (iii) a Plan with
  the same Administrator as another Plan on whose account the Administrator holds
  such security;
  (f) where such Person is (i) a Client of an Investment Manager and such security
  is owned at law or in equity by the Investment Manager, or (ii) an Estate Account
  or an Other Account of a Trust Company and such security is owned at law or
  in equity by the Trust Company or (iii) a Plan and such security is owned at
  law or in equity by the Administrator of the Plan; or
  (g) where such Person is a registered holder of such security as a result of
  carrying on the business of, or acting as a nominee of, a securities depository;**1.3 Control.** For the purposes of this Agreement a company is
  “controlled” by a Person or two or more Persons acting jointly or
  in concert if:
  (a) securities entitled to vote in the election of directors carrying more than
  50 per cent of the votes for the election of directors are held, directly or
  indirectly, by or on behalf of that Person or two or more Persons acting jointly
  or in concert; and
  (b) the votes carried by such securities are entitled, if exercised, to elect
  a majority of the board of directors of such company;
  and “controls”, “controlling” and “under common
  control with” shall be interpreted accordingly;

PAGE 9

**1.4 Subsidiary.** For the purposes of this Agreement a company
  is a Subsidiary of another company if:
  (a) it is controlled by:
  (i) that other, or
  (ii) that other and one or more companies each of which is controlled by that
  other, or 
  (iii) two or more companies each of which is controlled by that other, or
  (b) it is a Subsidiary of a company that is that other’s Subsidiary;**1.5 Currency.**All sums of money, which are referred to in this
  Agreement are expressed in lawful money of Canada, unless otherwise specified.**1.6 Headings.**The division of this Agreement into Articles,
  Sections, Subsections, Clauses, Paragraphs, Subparagraphs or other portions
  hereof and the insertion of headings, subheadings and a table of contents are
  for convenience of reference only and shall not affect the construction or interpretation
  of this Agreement.**1.7 Calculation of Number and Percentage of Beneficial Ownership of
  Outstanding Voting Shares.** For purposes of this Agreement, the percentage
  of Voting Shares Beneficially owned by any Person shall be determined by the
  formula:
  100 x A/B
  where:
  A = the number of votes for the election of all directors on the Board of Directors
  generally attaching to the Voting Shares Beneficially owned by such Person;
  and
  B = the number of votes for the election of all directors on the Board of Directors
  generally attaching to all outstanding Voting Shares.**Where any Person is deemed to Beneficially own unissued Voting Shares,
  such Voting Shares shall be deemed to be outstanding for the purpose of calculating
  the percentage of Voting Shares owned by such Person.**

**1.8 Acting Jointly or in Concert.** For purposes of this Agreement,
  a Person is acting jointly or in concert with every Person who, as a result
  of any agreement, commitment or understanding whether formal or informal, with
  the first Person, acquires or offers to acquire Voting Shares (other than customary
  agreements with and between underwriters and/or banking group members and/or
  selling group members with respect to a public offering or private placement
  of securities or pledges of securities in the ordinary course of business).

**ARTICLE 2 - THE RIGHTS**

**2.1 Issuance of Rights and legend on Voting Share Certificates.**
  
  (a) One Right in respect of each Voting Share outstanding at the Record Time
  and each Voting Share which may be issued after the Record Time and prior to
  the earlier of the Separation Time and the Expiration Time shall be issued in
  accordance with the terms hereof.
  (b) Certificates for Voting Shares issued and outstanding after the Record Time
  but prior to the earlier of the Separation Time and the Expiry Time, shall evidence,
  in addition to such Voting Shares, one Right for each Voting Share represented
  thereby and shall bear the following legend:

PAGE 10

UNTIL THE SEPARATION TIME (AS DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT
  REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES RIGHTS OF THE HOLDER DESCRIBED
  IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF OCTOBER 4, 2004, (THE “SHAREHOLDER
  RIGHTS PLAN AGREEMENT”), BETWEEN VIRGINIA GOLD MINES INC. (THE “COMPANY”)
  AND CIBC MELLON TRUST COMPANY, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY
  REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES
  OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET OUT IN THE SHAREHOLDER RIGHTS
  PLAN AGREEMENT, THE RIGHTS MAY EXPIRE, MAY BECOME NULL AND VOID OR MAY BE EVIDENCED
  BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. THE COMPANY
  WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE SHAREHOLDER RIGHTS PLAN
  AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS PRACTICABLE
  AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR.

(c) Voting Share certificates that are issued and outstanding at the Record
  Time, which as at the Effective Date represent Voting Shares, shall also evidence
  one Right for each Voting Share evidenced thereby, notwithstanding the absence
  of the foregoing legend, until the close of business on the earlier of the Separation
  Time and the Expiry Time.**2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights.**
  (a) Subject to adjustment in accordance with this Agreement, each Right will
  entitle the holder thereof from and after the Separation Time and prior to the
  Expiry Time, to purchase one Common Share for the Exercise Price. Notwithstanding
  any other provision of this Agreement, any Rights held by the Company or any
  of its Subsidiaries shall be void.
  (b) Until the Separation Time,
  (i) the Rights shall not be exercisable and no Right may be exercised; and
  (ii) each Right will be evidenced by the certificate for the associated Voting
  Share registered in the name of the holder thereof (which certificate shall
  also be deemed to represent a Rights Certificate) and will be transferable only
  together with, and will be transferred by a transfer of, such associated Voting
  Share.
  (c) From and after the Separation Time and prior to the Expiry Time:
  (i) the Rights shall be exercisable; and
  (ii) the registration and transfer of Rights shall be separate from and independent
  of Voting Shares. 
  Promptly following the Separation Time, the Company will prepare and the Rights
  Agent will mail to each holder of record of Voting Shares as of the Separation
  Time (other than an Acquiring Person, any other Person whose Rights are or become
  void pursuant to the provisions of Section 3.1 (b) and, in respect of any Rights
  Beneficially owned by such Acquiring Person which are not held of record by
  such Acquiring Person, the holder of record of such Rights (a “Nominee”)),
  at such holder’s address as shown by the records of the Company (the Company
  hereby agreeing to furnish copies of such records to the Rights Agent for this
  purpose):
  A. a Rights Certificate in substantially the form set out in Exhibit 1 hereof
  appropriately completed, representing the number of Rights held by such holder
  at the Separation Time and having such marks of identification or designation
  and such legends, summaries or endorsements printed thereon as the Company may
  deem appropriate and as are not inconsistent with the provisions of this Agreement,
  or as may be required to comply with any law, rule or regulation or judicial
  or administrative order or with any rule or regulation of any self-regulatory
  organization, stock exchange or quotation system on which the Rights may from
  time to time be listed or traded, or to conform to usage; and

PAGE 11

B. a description of the Rights,
  provided that a Nominee shall be sent the foregoing materials in respect of
  all Voting Shares held of record by it which are not Beneficially owned by an
  Acquiring Person. The Company may require any Person to provide such information
  as it may require to enable it to determine whether that Person holds Voting
  Shares Beneficially owned by another Person.
  (d) Rights may be exercised, in whole or in part, on any Business Day after
  the Separation Time and before the Expiry Time by submitting to the Rights Agent
  in the manner specified in the Rights Certificate:
  (i) the Rights Certificate evidencing such Rights;
  (ii) an election to exercise such Rights (an “Election to Exercise”)
  substantially in the form attached to the Rights Certificate appropriately completed
  and executed by the holder or his executors or administrators or other personal
  representatives or his or their legal attorney duly appointed by an instrument
  in writing in form and executed in a manner satisfactory to the Rights Agent;
  and
  (iii) payment by certified cheque, banker’s draft or money order payable
  to the order of the Company, of a sum equal to the Exercise Price multiplied
  by the number of Rights being exercised and a sum sufficient to cover any transfer
  tax or charge which may be payable in respect of any transfer involved in the
  transfer or delivery of Rights Certificates or the issuance or delivery of certificates
  for Voting Shares or in a name other than that of the holder of the Rights being
  exercised.
  (e) Upon receipt of a Rights Certificate, together with a completed Election
  to Exercise executed in accordance with Subparagraph 2.2(d)(ii), which does
  not indicate that such Right is null and void as provided by Subsection 3.1(b),
  and payment as set forth in Subparagraph 2.2(d)(iii), the Rights Agent (unless
  otherwise instructed by the Company if the Company is of the opinion that the
  Rights cannot be exercised in accordance with this Agreement) will thereupon
  promptly:
  (i) requisition from the transfer agent Common Share certificates representing
  the number of such Common Shares to be purchased (the Company hereby irrevocably
  authorizing its transfer agents to comply with all such requisitions);
  (ii) when appropriate, requisition from the Company the amount of cash to be
  paid in lieu of issuing fractional Common Shares;
  (iii) after receipt of the Common Share certificates referred to in Subparagraph
  2.2(e)(i), deliver them to or upon the order of the registered holder of such
  Rights Certificates, registered in such name or names as may be designated by
  such holder;
  (iv) when appropriate, after receipt, deliver the cash referred to in Subparagraph
  2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate;
  and
  (v) tender to the Company all payments received on the exercise of the Rights.
  (f) If the holder of any Rights does not exercise all the Rights evidenced by
  such holder’s Rights Certificate, a new Rights Certificate evidencing
  the Rights not exercised (subject to the provisions of Subsection 5.5(a)) will
  be issued by the Rights Agent to such holder or to such holder’s duly
  authorized assigns.
  (g) The Company covenants and agrees that it will:
  (i) take all such action as may be necessary and within its power to ensure
  that all Voting Shares delivered upon exercise of Rights shall, at the time
  of delivery of the certificates therefore (subject to payment of the Exercise
  Price), be duly authorized, validly issued and fully paid and non-assessable;

PAGE 12

(ii) take all such actions as may be necessary and within its power to comply
  with the requirement of the Canada Business Corporations Act, the Securities
  Act (Quebec), the security laws or comparable legislation of each of the provinces
  of Canada, the U.S. Exchange Act and the U.S. Securities Act and the rules and
  regulations thereunder and any other applicable law, rule or regulation, in
  connection with the issuance and delivery of the Rights Certificates and the
  issuance of any Common Shares upon the exercise of Rights;
  (iii) use reasonable efforts to cause all Voting Shares issued upon exercise
  of Rights to be listed on the principal stock exchanges on which such Voting
  Shares were traded immediately prior to the Stock Acquisition Date;
  (iv) pay when due and payable, if applicable, any and all Canadian and United
  States federal, provincial, state and municipal transfer taxes and charges (not
  including any income or capital taxes of the holder or exercising holder or
  any liability of the Company to withhold tax) which may be payable in respect
  of the original issuance or delivery of the Rights Certificates, or certificates
  for Voting Shares to be issued upon exercise of any Rights, provided that the
  Company shall not be required to pay any transfer tax or charge which may be
  payable in respect of any transfer involved in the transfer or delivery of Rights
  Certificates or the issuance or delivery of certificates for Common Shares in
  a name other than that of the holder of the Rights being transferred or exercised;
  and
  (iv) after the Separation Time, except as permitted by Section 5.1, not take
  (or permit any Subsidiary to take) any action if at the time such action is
  taken it is reasonably foreseeable that such action will diminish substantially
  or otherwise eliminate the benefits intended to be afforded by the Rights;
  (v) cause to be reserved and kept available out of the authorized and unissued
  Common Shares, the number of Common Shares that, as provided in this Agreement,
  will from time to time be sufficient to permit the exercise in full of all outstanding
  Rights.**2.3 Adjustments to Exercise Price;** Number of Rights. The Exercise
  Price, the number and kind of securities subject to purchase upon exercise of
  each Right and the number of Rights outstanding are subject to adjustment from
  time to time as provided in this Section 2.3.
  (a) If at any time after the Record Time and prior to the Expiry Time the Company:
  (i) declares or pays a dividend on the Voting Shares payable in Voting Shares
  (or other securities exchangeable for or convertible into or giving a right
  to acquire Voting Shares);
  (ii) subdivides or changes the number of outstanding Voting Shares into a greater
  number of Voting Shares;
  (iii) consolidates or changes the outstanding Voting Shares into a smaller number
  of Voting Shares; or
  (iv) issues any Voting Shares (or other securities exchangeable for or convertible
  into or giving a right to acquire Voting Shares) in respect of, in lieu of or
  in exchange for existing Voting Shares except as otherwise provided in this
  Section 2.3,

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

If the Exercise Price and number of Rights outstanding are to be adjusted:
  A. the Exercise Price in effect during the 20 consecutive Trading Days following
  such adjustment will be equal to the Exercise Price in effect immediately prior
  to such adjustment divided by the number of Voting Shares (the “Expansion
  Factor”) that a holder of one Voting Share immediately prior to such dividend,
  subdivision, change, consolidation or issuance would hold thereafter as a result
  thereof; and

PAGE 13

B. each Right held prior to such adjustment will become that number of Rights
  equal to the Expansion Factor, and the adjusted number of Rights will be deemed
  to be distributed among the Voting Shares with which the original Rights were
  associated (if they remain outstanding) and the Voting Shares issued in respect
  of such dividend, subdivision, change, consolidation or issuance, so that each
  such Voting Share (or other capital stock) will have exactly one Right associated
  with it.
  For greater certainty, if the securities purchasable upon exercise of Rights
  are to be adjusted, the securities purchasable upon exercise of each Right after
  such adjustment will be the securities that a holder of the securities purchasable
  upon exercise of one Right immediately prior to such dividend, subdivision,
  change, consolidation or issuance would hold thereafter as a result of such
  dividend, subdivision, change, consolidation or issuance.
  If, after the Record Time and prior to the Expiry Time, the Company issues any
  Voting Shares other than Voting Shares in a transaction of a type described
  in Subparagraph 2.3(a)(i) or (iv), such Voting Shares shall be treated herein
  as nearly equivalent to Voting Shares as may be practicable and appropriate
  under the circumstances and the Company and the Rights Agent agree to amend
  this Agreement in order to effect such treatment.
  If at any time after the Record Time and before the Separation Time the Company
  issues any Voting Shares otherwise than in a transaction referred to in this
  Subsection 2.3(a), each such Voting Share shall automatically have one new Right
  associated with it, which Right shall be evidenced by the certificate representing
  such associated Voting Share.
  (b) If at any time after the Record Time and before the Separation Time the
  Company fixes a record date for the issuance of rights, options or warrants
  to all holders of Voting Shares entitling them (for a period expiring within
  45 calendar days after such record date) to subscribe for or purchase Voting
  Shares (or securities convertible into or exchangeable for or carrying a right
  to purchase Voting Shares) at a price per Voting Share (or, if a security convertible
  into or exchangeable for or carrying a right to purchase or subscribe for Voting
  Shares, having a conversion, exchange or exercise price, including the price
  required to be paid to purchase such convertible or exchangeable security or
  right per Voting Share) less than the Market Price per Voting Share on such
  record date, the Exercise Price to be in effect after such record date shall
  be determined by multiplying the Exercise Price in effect immediately prior
  to such record date by a fraction:
  (i) the numerator of which shall be the number of Voting Shares outstanding
  on such record date, plus the number of Voting Shares that the aggregate offering
  price of the total number of Voting Shares so to be offered (and/or the aggregate
  initial conversion, exchange or exercise price of the convertible or exchangeable
  securities or rights so to be offered, including the price required to be paid
  to purchase such convertible or exchangeable securities or rights) would purchase
  at such Market Price per Voting Share; and
  (ii) the denominator of which shall be the number of Voting Shares outstanding
  on such record date, plus the number of additional Voting Shares to be offered
  for subscription or purchase (or into which the convertible or exchangeable
  securities or rights so to be offered are initially convertible, exchangeable
  or exercisable).
  In case such subscription price may be paid by delivery of consideration, part
  or all of which may be in a form other than cash, the value of such consideration
  shall be as determined in good faith by the Board of Directors, whose determination
  shall be described in a statement filed with the Rights Agent and shall be binding
  on the Rights Agent and the holders of Rights. Such adjustment shall be made
  successively whenever such a record date is fixed, and if such rights, options
  or warrants are not so issued, or if issued, are not exercised prior to the
  expiration thereof, the Exercise Price shall be readjusted to the Exercise Price
  which would then be in effect if such record date had not been fixed, or to
  the Exercise Price which would be in effect based upon the number of Voting
  Shares (or securities convertible into, or exchangeable or exercisable for Voting
  Shares) actually issued upon the exercise of such rights, options or warrants,
  as the case may be.

For purposes of this Agreement, the granting of the right to purchase Voting
  Shares (whether from treasury or otherwise) pursuant to an employee benefit,
  stock option or similar plan shall be deemed not to constitute an issue of rights,
  options or warrants by the Company; provided, however, that, in all such cases,
  the right to purchase

PAGE 14

Voting Shares is at a price per Voting Share of not less than 95% of the current
  market price per Voting Share (determined as provided in such plans) of the
  Voting Shares. 
  (c) If at any time after the Record Time and before the Separation Time the
  Company fixes a record date for making a distribution to all holders of Voting
  Shares (including any such distribution made in connection with a merger or
  amalgamation) of evidences of indebtedness, cash (other than an annual cash
  dividend or a dividend referred to in Subparagraph 2.3(a)(i), but including
  any dividend payable in securities other than Voting Shares), assets or rights,
  options or warrants (excluding those referred to in Subsection 2.3(b) hereof),
  the Exercise Price to be in effect after such record date shall be equal to
  the product of the Exercise Price in effect immediately prior to such record
  date and a fraction:
  (i) the numerator of which is the Market Price per Voting Share on such record
  date, less the fair market value (as determined in good faith by the Board of
  Directors, whose determination shall be described in a statement filed with
  the Rights Agent and shall be binding on the Rights Agent and the holders of
  Rights), on a per Voting Share basis, of the portion of the cash, assets, evidences
  of indebtedness, rights, options or warrants so to be distributed; and
  (ii) the denominator of which shall be such Market Price per Voting Share.
  Such adjustments shall be made successively whenever such a record date is fixed,
  and if such a distribution is not so made, the Exercise Price shall be adjusted
  to be the Exercise Price which would have been in effect if such record date
  had not been fixed. 
  (d) Notwithstanding any other provision of this Agreement, no adjustment in
  the Exercise Price is required unless it would increase or decrease the Exercise
  Price by at least 1%; provided, however, that any adjustments which by reason
  of this Subsection 2.3(d) are not required to be made shall be carried forward
  and taken into account in any subsequent adjustment. All calculations under
  Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth
  of a Voting Share. Notwithstanding the first sentence of this Subsection 2.3(d),
  any adjustment required by Section 2.3 shall be made no later than (i) three
  years from the date of the transaction which gives rise to such adjustment;
  or (ii) the Expiration Date, whichever occurs first.
  (e) If at any time after the Record Time and before the Separation Time the
  Company issues any securities other than Voting Shares in a transaction referred
  to in Subparagraph 2.3(a)(i) or (iv) above, and the Board of Directors acting
  in good faith determines that the adjustments contemplated by Subsections 2.3(a),
  (b) and (c) above in connection with such transaction will not appropriately
  protect the interests of the holders of Rights, the Board of Directors may determine
  what other adjustments to the Exercise Price, number of Rights and/or securities
  purchasable upon exercise of Rights would be appropriate and, notwithstanding
  Subsections 2.3(a), (b) and (c) above, such adjustments, rather than those contemplated
  by Subsections 2.3(a), (b) and (c) above, shall be made, subject to the prior
  consent of the holders of the Voting Shares or the Rights as set forth in Subsection
  5.4(b) or (c), and the Company and the Rights Agent shall have authority upon
  receiving such consent to amend this Agreement as appropriate to provide for
  such adjustments.
  (f) Each Right originally issued by the Company subsequent to any adjustment
  made to the Exercise Price hereunder shall evidence the right to purchase, at
  the adjusted Exercise Price, the number of Common Shares purchasable from time
  to time hereunder upon exercise of a Right immediately prior to such issue,
  all subject to further adjustment as provided for herein.
  (g) Irrespective of any adjustment or change in the Exercise Price or the number
  of Common Shares issuable upon the exercise of the Rights, the Rights Certificates
  theretofore and thereafter issued may continue to express the Exercise Price
  per Common Share and the number of Common Shares which were expressed in the
  initial Rights Certificates issued hereunder.
  (h) In any case in which this Section 2.3 requires that an adjustment in the
  Exercise Price be made effective as of a record date for a specified event,
  the Company may elect to defer until the occurrence of that event the issuance
  to the holder of any Right exercised after such record date the number of Common
  Shares and other securities of the Company, if any, issuable upon such exercise
  over and above the number of Common Shares and other securities of the Company,
  if any, issuable upon such exercise on the basis of the Exercise Price in effect
  prior to such adjustment; provided, however, that the Company shall deliver
  to such holder an appropriate instrument evidencing such holder’s right
  to receive such additional Common Shares (fractional or otherwise) or other
  securities upon the occurrence of the event requiring such adjustment.

PAGE 15

(i) Notwithstanding anything contained in this Section 2.3 to the contrary,
  the Company shall be entitled to make such reductions in the Exercise Price,
  in addition to those adjustments expressly required by this Section 2.3, as
  and to the extent that in their good faith judgment the Board of Directors shall
  determine to be advisable, in order that any:
  (i) consolidation or subdivision of Voting Shares;
  (ii) issuance (wholly or in part for cash) of Voting Shares or securities that
  by their terms are convertible into or exchangeable for Voting Shares;
  (iii) stock dividends; or
  (iv) issuance of rights, options or warrants referred to in this Section 2.3,
  hereafter made by the Company to holders of its Voting Shares, 
  shall not be taxable to such shareholders.
  (j) If, as a result of an adjustment made pursuant to Section 3.1, the holder
  of any Right thereafter exercised becomes entitled to receive any securities
  other than Voting Shares, thereafter the number of such other securities so
  receivable upon exercise of any Right and the applicable Exercise Price thereof
  shall be subject to adjustment from time to time in a manner and on terms as
  nearly equivalent as may be practicable to the provisions with respect to the
  Voting Shares contained in the foregoing subsections of this Section 2.3 and
  the provisions of this Agreement with respect to the Voting Shares shall apply
  on like terms to any such other securities.
  (k) Whenever an adjustment to the Exercise Price or a change in the securities
  purchasable upon the exercise of Rights is made pursuant to this Section 2.3,
  the Company shall promptly:
  (i) prepare a certificate setting forth such adjustment and a brief statement
  of the facts accounting for such adjustment;
  (ii) file with the Rights Agent and with each transfer agent for the Voting
  Shares, a copy of such certificate; and
  (iii) cause notice of the particulars of such adjustment or change to be given
  to the holders of the Rights.
  Failure to file such certificate or to cause such notice to be given as aforesaid,
  or any defect therein, shall not affect the validity of any such adjustment
  or change.**2.4 Date on Which Exercise Is Effective.** Each Person in whose
  name any certificate for Common Shares or other securities, if applicable, is
  issued upon the exercise of Rights shall for all purposes be deemed to have
  become the holder of record of the Common Shares or other securities, if applicable,
  represented thereon, and such certificate shall be dated the date upon which
  the Rights Certificate evidencing such Rights was duly surrendered in accordance
  with Subsection 2.2(d) (together with a duly completed Election to Exercise)
  and payment of the Exercise Price for such Rights (and any applicable transfer
  taxes and other governmental charges payable by the exercising holder hereunder)
  was made; provided, however, that if the date of such surrender and payment
  is a date upon which the Common Share transfer books of the Company are closed,
  such Person shall be deemed to have become the record holder of such Common
  Shares on, and such certificate shall be dated, the next succeeding Business
  Day on which the Common Share transfer books of the Company are open.**2.5 Execution, Authentication, Delivery and Dating of Rights Certificates.**
  (a) The Rights Certificates shall be executed on behalf of the Company by any
  two directors or officers of the Company. The signature of any of these officers
  or directors on the Rights Certificates may be manual or facsimile Rights Certificates
  bearing the manual or facsimile signatures of individuals who were at any time
  the proper officers or directors of the Company shall bind the Company, notwithstanding
  that such individuals or any of them have ceased to hold such offices either
  before or after the countersignature and delivery of such Rights Certificates.

PAGE 16

(b) Promptly after it learns of the Separation Time, the Company will notify
  the Rights Agent thereof and deliver Rights Certificates executed by the Company
  to the Rights Agent for countersignature, and the Rights Agent shall countersign
  (in a manner satisfactory to the Company) and send such Rights Certificates
  to the holders of the Rights pursuant to Subsection 2.2(c) hereof. No Rights
  Certificate shall be valid for any purpose until countersigned by the Rights
  Agent as aforesaid.
  (c) Each Rights Certificate shall be dated the date of countersignature thereof.**2.6 Registration, Transfer and Exchange.**
  (a) The Company will cause to be kept a register (the “Rights Register”)
  in which, subject to such reasonable regulations as it may prescribe, the Company
  will provide for the registration and transfer of Rights. The Rights Agent is
  hereby appointed registrar for the Rights (the “Rights Registrar”)
  for the purpose of maintaining the Rights Register for the Company and registering
  Rights and transfers of Rights as herein provided and the Rights Agent hereby
  accepts such appointment. If the Rights Agent ceases to be the Rights Registrar,
  the Rights Agent will have the right to examine the Rights Register at all reasonable
  times.
  After the Separation Time and before the Expiry Time, upon surrender for registration
  of transfer or exchange of any Rights Certificate, and subject to the provisions
  of Subsection 2.6(c), the Company will execute, and the Rights Agent will countersign
  and deliver, in the name of the holder or the designated transferee or transferees,
  as required pursuant to the holder’s instructions, one or more new Rights
  Certificates evidencing the same aggregate number of Rights as did the Rights
  Certificates so surrendered.
  (b) All Rights issued upon any registration of transfer or exchange of Rights
  Certificates shall be the valid obligations of the Company, and such Rights
  shall be entitled to the same benefits under this Agreement as the Rights surrendered
  upon such registration of transfer or exchange.
  (c) Every Rights Certificate surrendered for registration of transfer or exchange
  shall be duly endorsed, or be accompanied by a written instrument of transfer
  in form satisfactory to the Company or the Rights Agent, as the case may be,
  duly executed by the holder thereof or such holder’s attorney duly authorized
  in writing. As a condition to the issuance of any new Rights Certificate under
  this Section 2.6, the Company may require the payment of a sum sufficient to
  cover any tax or other governmental charge that may be imposed in relation thereto
  and any other expenses (including the reasonable fees and expenses of the Rights
  Agent) connected therewith.
  (d) the Company is not required to register the transfer or exchange of any
  Rights after the Rights have been terminated pursuant to the provisions of this
  Agreement.**2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates.**
  (a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior
  to the Expiry Time, the Company shall execute and the Rights Agent shall countersign
  and deliver in exchange therefore a new Rights Certificate evidencing the same
  number of Rights as did the Rights Certificate so surrendered.
  (b) If there shall be delivered to the Company and the Rights Agent prior to
  the Expiry Time:
  (i) evidence to their reasonable satisfaction of the destruction, loss or theft
  of any Rights Certificate; and
  (ii) such surety bond or security as may be reasonably required by them to save
  each of them and any of their agents harmless, then, in the absence of notice
  to the Company or the Rights Agent that such Rights Certificate has been acquired
  by a bona fide purchaser, the Company shall execute and upon the Company’s
  request the Rights Agent shall countersign and deliver, in lieu of any such
  destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing
  the same number of Rights as did the Rights Certificate so destroyed, lost or
  stolen.

PAGE 17

(c) As a condition to the issuance of any new Rights Certificate under this
  Section 2.7, the Company may require the payment of a sum sufficient to cover
  any tax or other governmental charge that may be imposed in relation thereto
  and any other expenses (including the reasonable fees and expenses of the Rights
  Agent) connected therewith.
  (d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu
  of any destroyed, lost or stolen Rights Certificate shall evidence the contractual
  obligation of the Company, whether or not the destroyed, lost or stolen Rights
  Certificate shall be at any time enforceable by anyone, and shall be entitled
  to all the benefits of this Agreement equally and proportionately with any and
  all other Rights duly issued hereunder.**2.8 Persons Deemed Owners of Rights.**The Company, the Rights
  Agent and any agent of the Company or the Rights Agent may deem and treat the
  Person in whose name a Rights Certificate (or, prior to the Separation Time,
  the associated Voting Share certificate) is registered as the absolute owner
  thereof and of the Rights evidenced thereby for all purposes whatsoever. As
  used in this Agreement, unless the context otherwise requires, the term “holder”
  of any Rights shall mean the registered holder of such Rights (or, prior to
  the Separation Time, of the associated Voting Share).**2.9 Delivery and Cancellation of Certificates.** All Rights Certificates
  surrendered upon exercise or for redemption, registration of transfer or exchange
  shall, if surrendered to any Person other than the Rights Agent, be delivered
  to the Rights Agent and, in any case, shall be promptly cancelled by the Rights
  Agent. The Company may at any time deliver to the Rights Agent for cancellation
  any Rights Certificates previously countersigned and delivered hereunder which
  the Company may have acquired in any manner whatsoever, and all Rights Certificates
  so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate
  shall be countersigned in lieu of or in exchange for any Rights Certificates
  cancelled as provided in this Section 2.9, except as expressly permitted by
  this Agreement. The Rights Agent shall, subject to applicable laws, destroy
  all cancelled Rights Certificates and deliver a certificate of destruction to
  the Company.**2.10 Agreement of Rights Holders.** Every holder of Rights, by
  accepting the same, consents and agrees with the Company and the Rights Agent
  and with every other holder of Rights:
  (a) to be bound by and subject to the provisions of this Agreement, as amended
  from time to time in accordance with the terms hereof, in respect of all Rights
  held;
  (b) that before the Separation Time, each Right will be transferable only together
  with, and will be transferred by a transfer of, the associated Voting Share
  certificate representing such Right;
  (c) that after the Separation Time, the Rights Certificates will be transferable
  only on the Rights Register as provided herein;
  (d) that prior to due presentment of a Rights Certificate (or, prior to the
  Separation Time, the associated Voting Share certificate) for registration of
  transfer, the Company, the Rights Agent and any agent of the Company or the
  Rights Agent may deem and treat the Person in whose name the Rights Certificate
  (or, prior to the Separation Time, the associated Voting Share certificate)
  is registered as the absolute owner thereof and of the Rights evidenced thereby
  (notwithstanding any notations of ownership or writing on such Rights Certificate
  or the associated Voting Share certificate made by anyone other than the Company
  or the Rights Agent) for all purposes whatsoever, and neither the Company nor
  the Rights Agent shall be affected by any notice to the contrary;
  (e) that such holder of Rights has waived his right to receive any fractional
  Rights or any fractional Voting Shares or other securities upon exercise of
  a Right (except as provided herein);
  (f) that without the approval of any holder of Rights or Voting Shares and upon
  the sole authority of the Board of Directors, this Agreement may be supplemented
  or amended from time to time pursuant to Subsection 5.4(a) and the last sentence
  of the penultimate paragraph of Subsection 2.3(a); and
  (g) that notwithstanding anything in this Agreement to the contrary, neither
  the Company nor the Rights Agent shall have any liability to any holder of a
  Right or to any other Person as a result of its inability to perform any of
  its obligations under this Agreement by reason of any preliminary or permanent
  injunction or other order, decree or ruling issued by a court of competent jurisdiction
  or by a government, regulatory or administrative agency or commission, or any
  statute, rule, regulation or executive order promulgated or enacted by any governmental
  authority, prohibiting or otherwise restraining performance of such obligation.

PAGE 18

**2.11 Rights Certificate Holder Not Deemed a Shareholder.**
  No holder, as such, of any Rights or Rights Certificate shall be entitled to
  vote, receive dividends or be deemed for any purpose whatsoever the holder of
  any Common Share or any other share or security of the Company which may at
  any time be issuable on the exercise of the Rights represented thereby, nor
  shall anything contained herein or in any Rights Certificate be construed or
  deemed or confer upon the holder of any Right or Rights Certificate, as such,
  any right, title, benefit or privilege of a holder of Common Shares or any other
  shares or securities of the Company or any right to vote at any meeting of shareholders
  of the Company whether for the election of directors or otherwise or upon any
  matter submitted to holders of Common Shares or any other shares of the Company
  at any meeting thereof, or to give or withhold consent to any action of the
  Company, or to receive notice of any meeting or other action affecting any holder
  of Common Shares or any other shares of the Company except as expressly provided
  herein, or to receive dividends, distributions or subscription rights, or otherwise,
  until the Right or Rights evidenced by Rights Certificates shall have been duly
  exercised in accordance with the terms and provisions hereof.

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

**3.1 Flip-in Event.**
  (a) Subject to Section 5.1, if a Flip-in Event occurs before the Expiry Time,
  then effective at the close of business on the tenth Trading Day after the Stock
  Acquisition Date, each Right shall entitle the holder to purchase from the Company,
  upon exercise thereof in accordance with the terms hereof, that number of Common
  Shares having an aggregate Market Price on the date of consummation or occurrence
  of such Flip-in Event equal to twice the Exercise Price for an amount in cash
  equal to the Exercise Price (such right to be appropriately adjusted in a manner
  analogous to the applicable adjustment provided for in Section 2.3 if after
  the consummation or occurrence or event, an event of a type analogous to any
  of the events described in Section 2.3 occurs);
  (b) Notwithstanding anything in this Agreement to the contrary, when any Flip-in
  Event occurs, any Rights that are or were Beneficially owned on or after the
  earlier of the Separation Time or the Stock Acquisition Date by:
  (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person
  or any Person acting jointly or in concert with an Acquiring Person or any Affiliate
  or Associate of an Acquiring Person); or
  (ii) a transferee of Rights, directly or indirectly, from an Acquiring Person
  (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly
  or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring
  Person), where such transferee becomes a transferee concurrently with or subsequent
  to the Acquiring Person becoming such in a transfer that the Board of Directors
  has determined is part of a plan, arrangement or scheme of an Acquiring Person
  (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly
  or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring
  Person), that has the purpose or effect of avoiding clause (i) of this paragraph
  (b),
  shall become null and void without any further action, and any holder of such
  Rights (including transferees) shall thereafter have no right to exercise such
  Rights under any provision of this Agreement and further shall thereafter not
  have any other rights whatsoever with respect to such Rights, whether under
  any provision of this Agreement or otherwise.
  (c) From and after the Separation Time, the Company shall do all such acts and
  things as shall be necessary and within its power to ensure compliance with
  the provisions of this Section 3.1, including without limitation all such acts
  and things as may be required to satisfy the requirement of the CBCA, the Securities
  Act (Quebec) and the securities law and comparable legislation of each of the
  provinces of Canada and of the United States and each of the state thereof in
  respect of the issue of Common Shares upon the exercice of Rights in accordance
  with this agreement.

PAGE 19

(d) Any Rights Certificate that would represent Rights Beneficially owned
  by a Person described in Subparagraph 3.1(b)(i) or (ii) or transferred to any
  nominee of any such Person, and any Rights Certificate that would be issued
  upon transfer, exchange, replacement or adjustment of any other Rights Certificate
  referred to in this sentence, shall either not be issued upon the instruction
  of the Company in writing to the Rights Agent or contain the following legend:
  The Rights represented by this Rights Certificate were issued to a Person who
  was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person
  (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person
  who was acting jointly or in concert with an Acquiring Person or an Affiliate
  or Associate of an Acquiring Person. This Rights Certificate and the Rights
  represented hereby are void or shall become void in the circumstances specified
  in Subsection 3.1(b) of the Shareholder Rights Plan Agreement.
  Provided, however, that the Rights Agent shall not be under any responsibility
  to ascertain the existence of facts that would require the imposition of such
  legend but shall impose such legend only if instructed to do so by the Company
  in writing or if a holder fails to certify upon transfer or exchange in the
  space provided on the Rights Certificate that such holder is not a Person described
  in such legend. The issuance of a Rights Certificate without the legend referred
  to in this Subsection 3.1(d) shall be of no effect on the provisions of Subsection
  3.1(b).

**ARTICLE 4 - THE RIGHTS AGENT**

**4.1 General.**
  (a) The Company hereby appoints the Rights Agent to act as agent for the Company
  and the holders of the Rights in accordance with the terms and conditions of
  this Agreement, and the Rights Agent hereby accepts such appointment. The Company
  may from time to time appoint one or more co-Rights Agents (“Co-Rights
  Agents”) as it may deem necessary or desirable. If the Company appoints
  one or more Co-Rights Agents, the respective duties of the Rights Agent and
  Co-Rights Agents shall be as the Company may determine. The Company agrees to
  pay to the Rights Agent reasonable compensation previously agreed by the parties
  for all services rendered by it hereunder. The Company also agrees to indemnify
  the Rights Agent, its officers, directors and employees for, and to hold it
  harmless against, any loss, liability, or expense, incurred without negligence,
  bad faith or wilful misconduct on the part of the Rights Agent, for anything
  done or omitted by the Rights Agent in connection with the acceptance and administration
  of this Agreement, including legal costs and expenses, which right to indemnification
  will survive the termination of this Agreement or the resignation or removal
  of the Rights Agent.
  (b) The Rights Agent shall be protected and shall incur no liability for or
  in respect of any action taken, suffered or omitted by it in connection with
  its administration of this Agreement in reliance upon any certificate for Voting
  Shares, Rights Certificate, certificate for other securities of the Company,
  instrument of assignment or transfer, power of attorney, endorsement, affidavit,
  letter, notice, direction, consent, certificate, opinion, statement, or other
  paper or document believed by it to be genuine and to be signed, executed and,
  where necessary, verified or acknowledged, by the proper Person or Persons.
  The Company shall inform the Rights Agent in a reasonably timely manner of events
  which may materially affect the administration of this Agreement by the Rights
  Agent and, at any time upon request, shall provide to the Rights Agent an incumbency
  certificate certifying the then current officers of the Company.**4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights
  Agent.**
  (a) Any company into which the Rights Agent may be merged or amalgamated or
  with which it may be consolidated, or any company resulting from any merger,
  amalgamation, statutory arrangement or consolidation to which the Rights Agent
  is a party, or any company succeeding to the security holder services business
  of the Rights Agent, will be the successor to the Rights Agent under this Agreement
  without the execution or filing of any paper or any further act on the part
  of any of the parties hereto, provided that such company would be eligible for
  appointment as a successor Rights Agent under the provisions of Section 4.4
  hereof. In case at the time such successor Rights Agent succeeds to the agency
  created by this Agreement any of the Rights Certificates have been countersigned
  but not delivered, any successor Rights Agent may adopt the countersignature
  of the predecessor Rights Agent and deliver such Rights Certificates so countersigned;
  and in case at that time any of the Rights have not been countersigned, any
  successor Rights Agent may countersign such Rights Certificates in the name
  of the predecessor Rights Agent or in the name of the successor Rights Agent;
  and in all such cases such Rights Certificates will have the full force provided
  in the Rights Certificates and in this Agreement.

PAGE 20

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

**4.3 Duties of Rights Agent.** The Rights Agent undertakes the
  duties and obligations imposed by this Agreement upon the following terms and
  conditions, all of which the Company and the holders of certificates for Voting
  Shares and Rights Certificates, by their acceptance thereof, shall be bound:
  (a) the Rights Agent may retain and consult with legal counsel (who may be legal
  counsel for the Company) and the opinion of such counsel will be full and complete
  authorization and protection to the Rights Agent as to any action taken or omitted
  by it in good faith and in accordance with such opinion;
  (b) whenever in the performance of its duties under this Agreement, the Rights
  Agent deems it necessary or desirable that any fact or matter be proved or established
  by the Company prior to taking or suffering any action hereunder, such fact
  or matter (unless other evidence in respect thereof be herein specifically prescribed)
  may be deemed to be conclusively proved and established by a certificate signed
  by Persons believed by the Rights Agent to be any two directors or officers
  of the Company and delivered to the Rights Agent; and such certificate will
  be full authorization to the Rights Agent for any action taken or suffered in
  good faith by it under the provisions of this Agreement in reliance upon such
  certificate;
  (c) the Rights Agent will be liable hereunder for its own negligence, bad faith
  or wilful misconduct;
  (d) the Rights Agent will not be liable for or by reason of any of the statements
  of fact or recitals contained in this Agreement or in the certificates for Voting
  Shares or the Rights Certificates (except its countersignature thereof) or be
  required to verify the same, but all such statements and recitals are and will
  be deemed to have been made by the Company only;
  (e) the Rights Agent will not be under any responsibility in respect of the
  validity of this Agreement or the execution and delivery hereof (except the
  due authorization, execution and delivery hereof by the Rights Agent) or in
  respect of the validity or execution of any certificate for a Voting Share or
  Rights Certificate (except its countersignature thereof); nor will it be responsible
  for any breach by the Company of any covenant or condition contained in this
  Agreement or in any Rights Certificate; nor will it be responsible for any change
  in the exerciseability of the Rights (including the Rights becoming void pursuant
  to Section 3.1 (b) hereof) or any adjustment required under the provisions of
  Section 2.3 hereof or responsible for the manner, method or amount of any such
  adjustment or the ascertaining of the existence of facts that would require
  any such adjustment (except with respect to the exercise of Rights after receipt
  of the certificate contemplated by Section 2.3 describing any such adjustment);
  nor will it by any act hereunder be deemed to make any representation or warranty
  as to the authorization of any Common Shares to be issued pursuant to this Agreement
  or any Rights or as to whether any Common Shares will, when issued, be duly
  and validly authorized, executed, issued and delivered and fully paid and non-assessable;
  (f) the Company agrees that it will perform, execute, acknowledge and deliver
  or cause to be performed, executed, acknowledged and delivered all such further
  and other acts, instruments and assurances as may reasonably be required by
  the Rights Agent for the carrying out or performing by the Rights Agent of the
  provisions of this Agreement;
  (g) the Rights Agent is hereby authorized and directed to accept instructions
  in writing with respect to the performance of its duties hereunder from any
  individuals believed by the Rights Agent to be any two officers or directors
  of the Company and to apply to such individuals for advice or instructions in
  connection with its duties, and it shall not be liable for any action taken
  or suffered by it in good faith in accordance with instructions of any such
  individual;

PAGE 21

(h) the Rights Agent and any shareholder or stockholder, director, officer
  or employee of the Rights Agent may buy, sell or deal in Voting Shares, Rights
  or other securities of the Company or become pecuniarily interested in any transaction
  in which the Company may be interested, or contract with or lend money to the
  Company or otherwise act as fully and freely as though it were not the Rights
  Agent under this Agreement. Nothing herein shall preclude the Rights Agent from
  acting in any other capacity for the Company or for any other legal entity;
  and
  (i) the Rights Agent may execute and exercise any of the rights or powers hereby
  vested in it or perform any duty hereunder either itself or by or through its
  attorneys or agents, and the Rights Agent will not be answerable or accountable
  for any act, default, neglect or misconduct of any such attorneys or agents
  or for any loss to the Company resulting from any such act, default, neglect
  or misconduct, provided reasonable care was exercised in the selection and continued
  employment thereof.**4.4 Change of Rights Agent**. The Rights Agent may resign and
  be discharged from its duties under this Agreement upon 60 days’ notice
  (or such lesser notice as is acceptable to the Company) in writing mailed to
  the Company and to each transfer agent of Voting Shares by registered or certified
  mail. The Company may remove the Rights Agent upon 60 days’ notice in
  writing, mailed to the Rights Agent and to each transfer agent of the Voting
  Shares by registered or certified mail. If the Rights Agent should resign or
  be removed or otherwise become incapable of acting, the Company will appoint
  a successor to the Rights Agent. If the Company fails to make such appointment
  within a period of 60 days after such removal or after it has been notified
  in writing of such resignation or incapacity by the resigning or incapacitated
  Rights Agent, then by prior written notice to the Company the resigning Rights
  Agent or the holder of any Rights (which holder shall, with such notice, submit
  such holder’s Rights Certificate, if any, for inspection by the Company),
  may apply to any court of competent jurisdiction for the appointment of a new
  Rights Agent. Any successor Rights Agent, whether appointed by the Company or
  by such a court, shall be a company incorporated under the laws of Canada or
  a province thereof authorized to carry on the business of a trust company in
  the Province of Quebec. After appointment, the successor Rights Agent will be
  vested with the same powers, rights, duties and responsibilities as if it had
  been originally named as Rights Agent without further act or deed; but the predecessor
  Rights Agent shall deliver and transfer to the successor Rights Agent any property
  at the time held by it hereunder, and execute and deliver any further assurance,
  conveyance, act or deed necessary for the purpose. Not later than the effective
  date of any such appointment, the Company will file notice thereof in writing
  with the predecessor Rights Agent and each transfer agent of the Voting Shares,
  and mail a notice thereof in writing to the holders of the Rights in accordance
  with Section 5.9. Failure to give any notice provided for in this Section 4.4,
  however, or any defect therein, shall not affect the legality or validity of
  the resignation or removal of the Rights Agent or the appointment of any successor
  Rights Agent, as the case may be.

**ARTICLE 5 - MISCELLANEOUS**

**5.1 Redemption and Waiver**.
  (a) If, after a Stock Acquisition Date and before the Separation Time, the Board
  of Directors determines that a Person became an Acquiring Person by inadvertence
  and without any intention to become, or knowledge that it would become, an Acquiring
  Person, the Board of Directors may waive the application of Section 3.1 in respect
  of the occurrence of a Flip-in Event and if it does so the Stock Acquisition
  Date will be deemed not to have occurred. Any such waiver must be on the condition
  that such Person reduces its Beneficial ownership of Voting Shares so that the
  Person is no longer an Acquiring Person, by such date (the “Disposition
  Date”) as the Board of Directors specifies. If the Person remains an Acquiring
  Person at the close of business on the Disposition Date, the Disposition Date
  shall be deemed to be the date of occurrence of a further Stock Acquisition
  Date and Section 3.1 shall apply thereto.
  (b) The Board of Directors acting in good faith may, before a Flip-in Event
  occurs, upon prior written notice delivered to the Rights Agent, determine to
  waive the application of Section 3.1 to a Flip-in Event that may occur by reason
  of a Takeover Bid made by means of Takeover bid circular to all holders of record
  of Voting Shares (which for greater certainty shall not include the circumstances
  described in Subsection 5.1(a)), provided that if the Board of Directors waives
  the application of Section 3.1 to a particular Flip-in Event, the Board of Directors
  shall be deemed to have waived the application of Section 3.1 to any other Flip-in
  Event occurring by reason of any Takeover Bid which is made by means of a Takeover
  Bid circular to all holders of Voting Shares prior to the expiry of any Takeover
  Bid (as the same may be extended from time to time) in respect of which a waiver
  is, or is deemed to have been granted under this Subsection 5.1(b).

PAGE 22

(c) If, before the occurrence of a Flip-in Event, a Person acquires outstanding
  Voting Shares pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt
  Acquisition under Subsection 5.1(b), then the Board of Directors shall, immediately
  upon the consummation of such acquisition without further formality be deemed
  to have elected to redeem the Rights at a redemption price of $0.0001 per Right
  appropriately adjusted in a manner analogous to the applicable adjustment provided
  for in Section 2.3 if an event of the type analogous to any of the events described
  in Section 2.3 shall have occurred (such redemption price being herein referred
  to as the “Redemption Price”).
  (d) The Board of Directors may, at its option, at any time prior to the occurrence
  of a Flip-in Event elect to redeem all but not less than all of the then outstanding
  Rights at the Redemption Price appropriately adjusted in a manner analogous
  to the applicable adjustments provided for in Section 2.3, which adjustments
  shall only be made if an event of the type analogous to any of the events described
  in Section 2.3 shall have occurred.
  (e) The Board of Directors may, prior to the close of business on the tenth
  Trading Day following a Stock Acquisition Date or such later Business Day as
  they may from time to time determine, upon prior written notice delivered to
  the Rights Agent, waive the application of Section 3.1 to the related Flip-in
  Event, provided that the Acquiring Person has reduced its beneficial ownership
  of Voting Shares (or has entered into a contractual arrangement with the Company,
  acceptable to the Board of Directors, to do so within 10 calendar days of the
  date on which such contractual arrangement is entered into or such other date
  as the Board of Directors may have determined) so that at the time the waiver
  becomes effective pursuant to this Subsection 5.1(e) such Person is no longer
  an Acquiring Person. If such a waiver becomes effective prior to the Separation
  Time, for the purposes of this Agreement, such Flip-in Event shall be deemed
  not to have occurred.
  (f) Where a Takeover Bid that is not a Permitted Bid Acquisition is withdrawn
  or otherwise terminated after the Separation Time and before the occurrence
  of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding
  Rights at the Redemption Price. Upon the Rights being so redeemed all the provisions
  of this Agreement shall continue to apply as if the Separation time had not
  occurred and Rights Certificates representing the number of Rights held by each
  holder of record of Voting Shares as of the Separation Time had not been mailed
  to each such holder and for all purposes of this agreement the Separation Time
  shall be deemed not to have occurred and the Company shall be deemed to have
  issued replacement Rights to the holders of its then outstanding Voting Shares.
  (g) If the Board of Directors is deemed under Subsection 5.1(c) to have elected
  or elects under Subsections 5.1(d) or (f) to redeem the Rights, the right to
  exercise the Rights will thereupon, without further action and without notice,
  terminate and the only right thereafter of the holders of Rights shall be to
  receive the Redemption Price.
  (h) Within 10 calendar days after the Board of Directors is deemed under Subsection
  5.1(c) to have elected or elects under Subsection 5.1(d) or (f) to redeem the
  Rights, the Company shall give notice of redemption to the holders of the then
  outstanding Rights by mailing such notice to each such holder at his last address
  as it appears upon the registry books of the Rights Agent or, prior to the Separation
  Time, on the registry books of the transfer agent for the Voting Shares. Any
  notice, which is mailed in the manner herein provided shall be deemed given,
  whether or not the holder receives the notice. Each such notice of redemption
  will state the method by which the payment of the Redemption Price will be made.

**5.2 Expiration**. No Person shall have any rights whatsoever
  pursuant to this Agreement or in respect of any Right after the Expiry Time,
  except the Rights Agent as specified in Section 4.1(a) of this Agreement.

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

PAGE 23

**5.4 Supplements and Amendments.**
  (a) The Company may make any amendments to this Agreement to correct any clerical
  or typographical error or which are required to maintain the validity of the
  Agreement as a result of any change in any applicable legislation, regulations
  or rules thereunder. The Company may, prior to the date of the first Special
  Meeting referred to in Section 5.15, supplement or amend this Agreement without
  the approval of any holders of Rights or Voting Shares in order to make any
  changes which the Board of Directors acting in good faith may deem necessary
  or desirable. Notwithstanding anything in this Section 5.4 to the contrary,
  no amendment shall be made to the provisions of Article 4 except with the written
  concurrence of the Rights Agent to such supplement or amendment.
  (b) Subject to Subsection 5.4(a), the Company may, with the prior consent of
  the holders of Voting Shares obtained as set forth below, at any time before
  the Separation Time, amend, vary or rescind any of the provisions of this Agreement
  and the Rights (whether or not such action would materially adversely affect
  the interests of the holders of Rights generally). Such consent shall be deemed
  to have been given if provided by the holders of Voting Shares at a Special
  Meeting called and held in compliance with applicable laws and regulatory requirements
  and the requirements of the Company’s bylaws. Consent shall be given if
  the proposed amendment, variation or rescission is approved by the affirmative
  vote of a majority of the votes cast by all holders of Voting Shares (other
  than any holder who does not qualify as an Independent Shareholder, with respect
  to all Voting Shares Beneficially owned by such Person), represented in person
  or by proxy at the Special Meeting.
  (c) The Company may, with the prior consent of the holders of Rights obtained
  as set forth below, at any time after the Separation Time and before the Expiry
  Time, amend, vary or rescind any of the provisions of this Agreement and the
  Rights (whether or not such action would materially adversely affect the interests
  of the holders of Rights generally). Such consent shall be deemed to have been
  given if provided by the holders of Rights at a Rights Holder’s Special
  Meeting called and held in compliance with applicable laws and regulatory requirements
  and, to the extent possible and with the necessary changes, with the requirements
  in the bylaws of the Company applicable to meetings of holders of Voting Shares.
  Consent shall be given if the proposed amendment, variation or rescission is
  approved by the affirmative vote of a majority of the votes cast by holders
  of Rights (other than holders of Rights whose Rights have become null and void
  pursuant to Subsection 3.1(b)), represented in person or by proxy at the Rights
  Holders’ Special Meeting.
  (d) Any approval of the holders of Rights shall be deemed to have been given
  if the action requiring such approval is authorized by the affirmative votes
  of the holders of Rights present or represented at and entitled to be voted
  at a meeting of the holders of Rights and representing a majority of the votes
  cast in respect thereof. For the purposes hereof, each outstanding Right (other
  than Rights which are null and void pursuant to the provisions hereof) shall
  be entitled to one vote, and the procedures for the calling, holding and conduct
  of the meeting shall be those, as nearly as may be, which are provided in the
  Company’s by laws and the CBCA with respect to the meetings of holders
  of Voting Shares.
  (e) Any amendments made by the Company to this Agreement pursuant to Subsection
  5.4(a) which are required to maintain the validity of this Agreement as a result
  of any change in any applicable legislation, regulation or rule thereunder shall:
  (i) if made before the Separation Time, be submitted to the holders of Voting
  Shares at the next meeting of shareholders and the holders of Voting Shares
  may, by the majority referred to in Subsection 5.4(b) confirm or reject such
  amendment;
  (ii) if made after the Separation Time, be submitted to the holders of Rights
  at a meeting to be called for on a date not later than immediately following
  the next meeting of shareholders of the Company and the holders of Rights may,
  by resolution passed by the majority referred to in Subsection 5.4(d) confirm
  or reject such amendment.
  Any such amendment shall be effective from the date of the resolution of the
  Board of Directors adopting such amendment, until it is confirmed or rejected
  or until it ceases to be effective (as described in the next sentence) and,
  where such amendment is confirmed, it continues in effect in the form so confirmed.
  If such amendment is rejected by the shareholders or the holders of Rights or
  is not submitted to the shareholders or holders of Rights as required, then
  such amendment shall cease to be effective from and after the termination of
  the meeting at which it was rejected or to which it should have been but was
  not submitted or from and after the date of the meeting of holders of Rights
  that should have been but was not held, and no subsequent resolution of the
  Board of Directors to amend this Agreement to substantially the same effect
  shall be effective until confirmed by the shareholders or holders of Rights
  as the case may be.

PAGE 24

**5.5 Fractional Rights and Fractional Voting Shares**.
  (a) The Company shall not be required to issue fractions of Rights or to distribute
  Rights Certificates which evidence fractional Rights and the Company shall not
  be required to pay any amount to a holder of record of Rights Certificates in
  lieu of such fractional Rights.
  (b) The Company shall not be required to issue fractions of Common Shares upon
  exercise of Rights or to distribute certificates which evidence fractional Common
  Shares. In lieu of issuing fractional Common Shares, the Company shall be entitled
  to pay to the registered holders of Rights Certificates, at the time such Rights
  are exercised as herein provided, an amount in cash equal to the fraction of
  the Market Price of one Common Share that the fraction of a Common Share that
  would otherwise be issuable upon the exercise of such Right is of one whole
  Voting Share at the date of such exercise.**5.6 Rights of Action.**Subject to the terms of this Agreement,
  all rights of action in respect of this Agreement, other than rights of action
  vested solely in the Rights Agent, are vested in the respective holders of the
  Rights. Any holder of Rights, without the consent of the Rights Agent or of
  the holder of any other Rights, may, on such holder’s own behalf and for
  such holder’s own benefit and the benefit of other holders of Rights,
  enforce, and may institute and maintain any suit, action or proceeding against
  the Company to enforce such holder’s right to exercise such holder’s
  Rights, or Rights to which such holder is entitled, in the manner provided in
  such holder’s Rights Certificate and in this Agreement. Without limiting
  the foregoing or any remedies available to the holders of Rights, it is specifically
  acknowledged that the holder of Rights would not have an adequate remedy at
  law for any breach of this Agreement and will be entitled to specific performance
  of the obligations under, and injunctive relief against actual or threatened
  violations of the obligations of any Person subject to, this Agreement.**5.7 Regulatory Approvals.**Any obligation of the Company or
  action or event contemplated by this Agreement shall be subject to the receipt
  of any requisite approval or consent from any governmental or regulatory authority,
  and without limiting the generality of the foregoing, necessary approvals of
  any stock exchange shall be obtained, such as approvals relating to the issuance
  of Voting Shares upon the exercise of Rights under Subsection 2.2(d).**5.8 Declaration as to Non-Canadian Holders**. If in the opinion
  of the Board of Directors (who may rely upon the advice of counsel) any action
  or event contemplated by this Agreement would require compliance by the Company
  with the securities laws or comparable legislation of a jurisdiction outside
  Canada or the United States, the Board of Directors acting in good faith shall
  take such actions as it may deem appropriate to ensure such compliance. In no
  event shall the Company or the Rights Agent be required to issue or deliver
  Rights or securities issuable on exercise of Rights to persons who are citizens,
  residents or nationals of any jurisdiction other than Canada or the United States,
  in which such issue or delivery would be unlawful without registration of the
  relevant Persons or securities for such purposes.**5.9 Notices.**
  (a) Notices or demands authorized or required by this Agreement to be given
  or made by the Rights Agent or by the holder of any Rights to or on the Company
  shall be sufficiently given or made if delivered, sent by registered or certified
  mail, postage prepaid (until another address is filed in writing with the Rights
  Agent), or sent by facsimile or other form of recorded electronic communication,
  charges prepaid and confirmed in writing, as follows:

Virginia Gold Mines Inc.
  116, rue St-Pierre, suite 200
  Québec, QC G1K 4A7**Attention: Corporate Secretary**
  Facsimile #: 418-694-9120

PAGE 25

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

CIBC Mellon Trust Company
  2001, rue University, bureau 1600
  Montréal, QC H3A 2A6**Attention: Jeannine Rigon**
  Facsimile #: 514-285-3640
  (c) Notices or demands authorized or required by this Agreement to be given
  or made by the Company or the Rights Agent to or on the holder of any Rights
  shall be sufficiently given or made if delivered or sent by certified mail,
  postage prepaid, addressed to such holder at the address of such holder as it
  appears upon the register of the Rights Agent or, prior to the Separation Time,
  on the register of the Company for its Voting Shares. Any notice, which is mailed
  or sent in the manner herein provided shall be deemed given, whether or not
  the holder receives the notice.
  (d) Any notice given or made in accordance with this Section 5.9 shall be deemed
  to have been given and to have been received on the day of delivery, if delivered,
  on the third Business Day (excluding each day during which there exists any
  general interruption of postal service due to strike, lockout or other cause)
  following the mailing thereof, if mailed, and on the day of telegraphing, faxing
  or sending of the same by other means of recorded electronic communication (provided
  such sending is during the normal business hours of the addressee on a Business
  Day and if not, on the first Business Day thereafter).

Each of the Company and the Rights Agent may from time to time change its
  address for notice by notice to the other given in the manner aforesaid.**5.10 Costs of Enforcement.** The Company agrees that if it fails
  to fulfil any of its obligations pursuant to this Agreement, it will reimburse
  the holder of any Rights for the costs and expenses (including legal fees) incurred
  by such holder to enforce his rights pursuant to any Rights or this Agreement.**5.11 Successors.** All the covenants and provisions of this Agreement
  by or for the benefit of the Company or the Rights Agent shall bind and enure
  to the benefit of their respective successors and assigns hereunder.**5.12 Benefits of this Agreement.** Nothing in this Agreement
  shall be construed to give to any Person other than the Company, the Rights
  Agent and the holders of the Rights any legal or equitable right, remedy or
  claim under this Agreement and this Agreement shall be for the sole and exclusive
  benefit of the Company, the Rights Agent and the holders of the Rights.**5.13 Governing Law**. This Agreement and each Right issued hereunder
  shall be deemed to be a contract made under the laws of the Province of Quebec
  and for all purposes shall be governed by and construed in accordance with the
  laws of such Province applicable to contracts to be made and performed entirely
  within such Province.**5.14 Severability.** If any term or provision hereof or the application
  thereof to any circumstance shall, in any jurisdiction and to any extent, be
  invalid or unenforceable, such term or provision shall be ineffective only as
  to such jurisdiction and to the extent of such invalidity or unenforceability
  in such jurisdiction without invalidating or rendering unenforceable or ineffective
  the remaining terms and provisions hereof in such jurisdiction or the application
  of such term or provision in any other jurisdiction or to circumstances other
  than those as to which it is specifically held invalid or unenforceable.**5.15 Effective Date.** This Agreement is effective and in full
  force and effect in accordance with its terms from and after the Effective Date.
  In the event that this Agreement is not confirmed by a majority of the votes
  cast by holders of Voting Shares who vote in respect of confirmation of this
  agreement (other than any holder who does not qualify as an Independent Shareholder,
  with respect to all Voting Shares Beneficially owned by such Person) at the
  Company’s annual meeting of shareholders in 2004, then this Agreement
  and all outstanding Rights shall terminate and shall be void and of no further
  force and effect from the date that such event occurs. This Agreement must be
  reconfirmed by a resolution passed by a majority of the votes cast by all holders
  of Voting Shares who vote in respect of such reconfirmation (other than any
  holder who does not qualify as an Independent Shareholder, with respect to all
  Voting Shares Beneficially owned by such Person) at the fourth and seventh annual
  meeting following the Company’s annual meeting of shareholders in 2004.
  If this agreement is not so reconfirmed or is not presented for reconfirmation
  at such annual meeting, this Agreement and all outstanding Rights shall terminate
  and be void and of no further force and effect on and from the date of termination
  of the annual meeting; provided that termination shall not occur if a Flip-in
  Event has occurred (other than a Flip-in Event which has been waived pursuant
  to Subsection 5.1(a) or (b) hereof), prior to the date upon which this Agreement
  would otherwise terminate pursuant to this Section 5.15.

PAGE 26

**5.16 Determinations and Actions by the Board of Directors.**The
  Board of Director shall have the exclusive power and authority to administer
  this Agreement in accordance with the terms hereof. Neither the Board of Directors
  nor any director of the Company shall incur any liability to the holders of
  the Rights in connection with any action, calculation or determination (including
  any omission with respect to the foregoing) done or made in good faith by the
  Board for the purposes of this Agreement.**5.17 Time of the Essence.**Time shall be of the essence in this
  Agreement.**5.18 Execution in Counterparts.**This Agreement may be executed
  in any number of counterparts and each of such counterparts shall for all purposes
  be deemed to be an original, and all such counterparts shall together constitute
  one and the same instrument.
  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
  executed as of the date first above written.**VIRGINIA GOLD MINES INC**.
  By:
  (S) André Gaumond 
  (Authorized Signatory)
  Name: André Gaumond 
  Title: President & CEO 
  (S) Paul Archer 
  (Authorized Signatory)
  Name: Paul Archer 
  Title: Vice-President Exploration

**CIBC MELLON TRUST COMPANY**
  By:
  (S) Ronald Bourdon 
  (Authorized Signatory)
  Name: Ronald Bourdon 
  Title: Sr. Manager Client Relations 
  (S) Jeannine Rigon 
  (Authorized Signatory)
  Name: Jeannine Rigon 
  Title: Manager Client Relations

**EXHIBIT 1 – FORM OF RIGHTS CERTIFICATE 
  VIRGINIA GOLD MINES INC. SHAREHOLDER RIGHTS PLAN AGREEMENT** Certificate No. Rights**THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE
  SHAREHOLDER RIGHTS PLAN AGREEMENT. IN CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION
  3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED
  BY AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES, OR TRANSFEREES OF AN ACQUIRING
  PERSON OR CERTAIN RELATED PARTIES, MAY BECOME VOID.**

**Rights Certificate**

This certifies that ___________________________________________,
  or registered assigns, is the registered holder of the number of Rights set
  forth above, each of which entitles the registered holder thereof, subject to
  the terms, provisions and conditions of the Shareholder Rights Plan Agreement,
  dated as of October 4, 2004 amended as of November 15, 2004, as the same may
  be further amended or supplemented from time to time, (the “Shareholder
  Rights Plan Agreement”), between Virginia Gold Mines Inc., a company duly
  continued under the laws of Canada, and CIBC Mellon Trust Company, a trust company
  incorporated under the laws of Canada (the “Rights Agent”) (which
  term shall include any successor Rights Agent under the Shareholder Rights Plan
  Agreement), to purchase from Virginia Gold Mines Inc. at any time after the
  Separation Time (as such term is defined in the Shareholder Rights Plan Agreement)
  and prior to the Expiry Time (as such term is defined in the Shareholder Rights
  Plan Agreement), one fully paid Common Share of Virginia Gold Mines Inc. (a
  “Common Share”) at the Exercise Price referred to below, upon presentation
  and surrender of this Rights Certificate with the Form of Election to Exercise
  (in the form provided hereinafter) duly executed and submitted to the Rights
  Agent at its principal office in the city of Montréal, Province of Quebec,
  or any other cities as may be designated by the Company from time to time. The
  Exercise Price shall initially be CA$20.00 per Right and shall be subject to
  adjustment in certain events as provided in the Shareholder Rights Plan Agreement.
  This Rights Certificate is subject to all of the terms and provisions of the
  Shareholder Rights Plan Agreement, which are incorporated herein by reference
  and made a part hereof. Reference is made to the Shareholder Rights Plan Agreement
  for a full description of the rights, limitations of rights, obligations, duties
  and immunities thereunder of the Rights Agent, Virginia Gold Mines Inc. and
  the holders of the Rights Certificates. Copies of the Shareholder Rights Plan
  Agreement are on file at the principal office of Virginia Gold Mines Inc.
  Upon surrender at any of the offices of the Rights Agent designated for such
  purpose, this Rights Certificate may be exchanged for another Rights Certificate
  or Certificates of like tenor evidencing an aggregate number of Rights equal
  to the aggregate number of Rights evidenced by the Rights Certificate or Certificates
  surrendered. If the Rights represented by this Certificate are exercised in
  part, the registered holder shall be entitled to receive, upon surrender hereof,
  another Rights Certificate or Certificates for the number of whole Rights not
  exercised.
  No holder of this Rights Certificate, as such, shall be entitled to vote or
  receive dividends or be deemed for any purpose the holder of Common Shares or
  of any other securities which may at any time be issuable upon the exercise
  hereof, nor shall anything contained in the Shareholder Rights Plan Agreement
  or herein be construed to confer upon the holder hereof, as such, any of the
  Rights of a shareholder of Virginia Gold Mines Inc. or any right to vote for
  the election of directors or upon any matter submitted to shareholders at any
  meeting thereof, or to give or withhold consent to any corporate action, or
  to receive notice of meetings or other actions affecting shareholders (except
  as provided in the Shareholder Rights Plan Agreement), or to receive dividends
  or subscription rights, or otherwise, until the Rights evidenced by this Rights
  Certificate shall have been exercised as provided in the Shareholder Rights
  Plan Agreement.
  Subject to the provisions of the Shareholders Rights Plan Agreement, the Rights
  evidenced by this Certificate may be redeemed by the Issuer at a redemption
  price of $0.0001 per Right, subject to adjustment in certain events, under certain
  circumstances at its option. No fractional Common Share will be issued upon
  exercise of any rights evidenced hereby but in lieu thereof a cash payment will
  be made as provided in the Shareholders Rights Plan Agreement.
  This Rights Certificate is not valid or obligatory for any purpose unless it
  has been countersigned by the Rights Agent.
  WITNESS the facsimile signature of the proper officers of Virginia Gold Mines
  Inc.
  Date: ____________________
  VIRGINIA GOLD MINES INC.

By:
  (Authorized Signatory)
  (Authorized Signatory)
  Countersigned:
  CIBC MELLON TRUST COMPANY

By:
  (Authorized Signatory)
  Name: 
  Title:

**FORM OF ASSIGMENT**

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

FOR VALUE RECEIVED hereby sells, assigns and transfers unto 
  (Please print name and address of transferee)
  the Rights represented by this Rights Certificate, together with all right,
  title and interest therein, and irrevocably constitute and appoint _______________________________
  as attorney, to transfer the within Rights on the books of Virginia Gold Mines
  Inc., with full power of substitution.
  Dated: ____________________
  Signature: _______________________

Signature Guaranteed:_________________________ 
  (Signature must correspond to name as written upon the face of this Rights Certificate
  in every particular, without alteration or enlargement or any change whatsoever)
  Signature must be guaranteed by a Canadian Chartered Bank, a Canadian trust
  company, a member of a recognized stock exchange or a member of the Securities
  Transfer Association Medallion (STAMP) Program.

CERTIFICATE
  (To be completed if true.)

The undersigned party transferring Rights hereunder, hereby represents,
  for the benefit of all holders of Rights and Voting Shares, that the Rights
  evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned,
  have never been, Beneficially owned by an Acquiring Person or an Affiliate or
  Associate thereof or a Person acting jointly or in concert with an Acquiring
  Person or an Affiliate or Associate thereof. Capitalized terms shall have the
  meaning ascribed thereto in the Shareholder Rights Plan Agreement.
  Signature: ________________________________
  (To be attached to each Rights Certificate.)

**FORM OF ELECTION TO EXERCISE**

(To be exercised by the registered holder if such holder desires
  to exercise the Rights Certificate.)
  TO: V**irginia Gold Mines Inc.**and CIBC Mellon Trust Company
  The undersigned hereby irrevocably elects to exercise ______________________________________
  ____________________________________ whole Rights represented by the attached
  Rights Certificate to purchase the Common Shares or other securities, if applicable,
  issuable upon the exercise of such Rights and requests that certificates for
  such securities be issued in the name of:
  Name: 
  Address: 
  City and Province: 
  Social Insurance, Social Security or other taxpayer identification number: 
  If fewer than all the Rights evidenced by this Rights Certificate are exercised
  hereby, a new Rights Certificate for the balance of such Rights shall be registered
  in the name of and delivered to:
  Name: 
  Address: 
  City and Province: 
  Social Insurance, Social Security or other taxpayer identification number: 
  Dated: ____________________
  Signature:

Signature Guaranteed: _______________________________
  (Signature must correspond to name as written upon the face of this Rights Certificate
  in every particular, without alteration or enlargement or any change whatsoever)
  Signature must be guaranteed by a Canadian Chartered Bank, a Canadian trust
  company, a member of a recognized stock exchange or a member of the Securities
  Transfer Association Medallion (STAMP) Program.