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EXHIBIT 2.1



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SHAREHOLDER RIGHTS PLAN AGREEMENT
DATED AS OF APRIL 9, 2002
BETWEENRICHMONT MINES INC.
ANDCOMPUTERSHARE TRUST COMPANY OF CANADAAS RIGHTS AGENT
McCarthy Tétrault LLP



> As reconfirmed for an additional 3 years by the shareholders at their
>   Annual General and Special Meeting held on May 12, 2005. The plan will require
>   reconfirmation at the 2008 Annual Meeting, and every third meeting thereafter,
>   failing which the Plan shall terminate. The Plan shall terminate in any case
>   on the 10th anniversary of its effective date of April 9, 2002.

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SHAREHOLDER RIGHTS PLAN AGREEMENT
TABLE OF CONTENTS
ARTICLE 1
    - INTERPRETATION
    11.1
    CERTAIN DEFINITIONS
    11.2
    CURRENCY
    121.3
    HEADINGS
    121.4
    CALCULATION OF NUMBER AND PERCENTAGE OF BENEFICIAL OWNERSHIPOF OUTSTANDING VOTING
    SHARES
    121.5
    ACTING JOINTLY OR IN
    CONCERT
    131.6
    GENERALLY ACCEPTED
    ACCOUNTING PRINCIPLES
    13ARTICLE 2
    - THE RIGHTS
    132.1
    ISSUANCE AND EVIDENCE
    OF RIGHTS
    132.2
    INITIAL
    EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS.142.3
    ADJUSTMENTS TO
    EXERCISE PRICE; NUMBER OF RIGHTS
    162.4
    DATE ON WHICH EXERCISE
    IS EFFECTIVE
    202.5
    EXECUTION,
    AUTHENTICATION, DELIVERY AND DATING OF RIGHTSCERTIFICATES
    212.6
    REGISTRATION, TRANSFER
    AND EXCHANGE
    212.7
    MUTILATED, DESTROYED,
    LOST AND STOLEN RIGHTS CERTIFICATES
    222.8
    PERSONS DEEMED OWNERS
    OF RIGHTS
    222.9
    DELIVERY AND
    CANCELLATION OF CERTIFICATES
    232.10
    AGREEMENT OF RIGHTS
    HOLDERS
    232.11
    RIGHTS CERTIFICATE
    HOLDER NOT DEEMED A SHAREHOLDER
    24ARTICLE 3
    - ADJUSTMENTS TO THE RIGHTS
    243.1
    FLIP-IN EVENT
    24ARTICLE 4
    - THE RIGHTS AGENT
    254.1
    GENERAL
    254.2
    MERGER,
    AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OFRIGHTS AGENT
    264.3
    DUTIES OF RIGHTS AGENT
    274.4
    CHANGE OF RIGHTS AGENT
    28ARTICLE 5
    - MISCELLANEOUS
    295.1
    REDEMPTION AND WAIVER
    29i

|5.2  | EXPIRATION                                               | 30
|---- | -------------------------------------------------------- | --
|5.3  | ISSUANCE OF NEW RIGHTS
    CERTIFICATES                  | 30
|5.4  | SUPPLEMENTS AND
    AMENDMENTS                           | 30
|5.5  | FRACTIONAL RIGHTS AND
    FRACTIONAL SHARES              | 32
|5.6  | RIGHTS OF ACTION                                         | 32
|5.7  | REGULATORY APPROVALS                                     | 32
|5.8  | DECLARATION AS TO
    NON-CANADIAN OR NON-U.S. HOLDERS   | 33
|5.9  | NOTICES                                                  | 33
|5.10 | COSTS OF ENFORCEMENT                                     | 34
|5.11 | SUCCESSORS                                               | 34
|5.12 | BENEFITS OF THIS
    AGREEMENT                           | 34
|5.13 | GOVERNING LAW                                            | 34
|5.14 | SEVERABILITY                                             | 34
|5.15 | COMING INTO EFFECT                                       | 35
|5.16 | RECONFIRMATION                                           | 35
|5.17 | DETERMINATIONS AND
    ACTIONS BY THE BOARD OF DIRECTORS | 35
|5.18 | TIME OF THE ESSENCE                                      | 35
|5.19 | EXECUTION IN
    COUNTERPARTS                            | 35
|     | ATTACHMENT 1                                             | 37
|     | FORM OF ASSIGNMENT                                       | 39
|     | FORM OF ELECTION TO
    EXERCISE                         | 40
|     | CERTIFICATE                                              | 41
|     | NOTICE                                                   | 41

ii

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SHAREHOLDER RIGHTS PLAN AGREEMENT

MEMORANDUM OF AGREEMENT dated as of April 9, 2002 between Richmont Mines Inc.
(the "Company"), a company incorporated under Part IA of the Companies Act
(Québec) and Computershare Trust Company of Canada, a trust company
incorporated under the laws of Canada (the "Rights Agent");

WHEREAS, in order to implement the Rights Plan, the Board of Directors of the
Company has:

> (a) authorized the issuance, effective 4:00 p.m.
>   (Montreal time) on April 9, 2002 of one Right (as defined below) in respect of
>   each Common Share (as defined below) of the Company outstanding at 4:00 p.m.
>   (Montreal time) on April 9, 2002 (the "Record Time"); and
>   (b) authorized the issuance of one
>   Right in respect of each Common Share issued after the Record Time and prior
>   to the earlier of the Separation Time (as defined below) and the Expiration
>   Time (as defined below);

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

AND WHEREAS the Company desires to appoint the Rights Agent to act on behalf
of the Company and holders of Rights, and the Rights Agent is willing so to act,
in connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as defined below), the exercise of Rights and other matters
referred to herein;

NOW THEREFORE, in consideration of the premises 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

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

> (a) "Acquiring Person"
>   means any Person who is the Beneficial Owner of 20% or more 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 20% or more of the outstanding Voting Shares as a result of one or any
>     combination of (A) a Voting Share Reduction, (B) Permitted Bid Acquisitions,
>     (C) an Exempt Acquisition or (D) Pro Rata Acquisitions; provided, however,
>     that if a Person becomes the Beneficial Owner of 20% or more of the
>     outstanding Voting Shares by reason of one or any combination of the
>     operation of Paragraphs (A), (B), (C) or (D) above and such Person's
>     Beneficial Ownership of Voting Shares thereafter increases by more than 1.0%
>     of the number of Voting Shares outstanding (other than pursuant

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> to one or any combination of a Voting Share Reduction, a Permitted Bid
>     Acquisition, an Exempt Acquisition or a Pro Rata Acquisition), then as of
>     the date such Person becomes the Beneficial Owner of such additional Voting
>     Shares, such Person shall become an "Acquiring Person";
>     (iii) for a period of ten days after the
>     Disqualification Date (as defined below), any Person who becomes the
>     Beneficial Owner of 20% or more of the outstanding Voting Shares as a result
>     of such Person becoming disqualified from relying on Clause 1.1(f)(v) solely
>     because such Person or the Beneficial Owner of such Voting Shares is making
>     or has announced an intention to make a Take-over 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 public
>     announcement that any Person is making or has announced an intention to make
>     a Take-over Bid;
>     (iv) an underwriter or member of a banking or
>     selling group that becomes the Beneficial Owner of 20% or more 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 20% or more of the outstanding Voting Shares of the
>     Company determined as at the Record Time, provided, however, that this
>     exception shall not be, and shall cease to be, applicable to a Grandfathered
>     Person in the event that such Grandfathered Person shall, after the Record
>     Time, become the Beneficial Owner of additional Voting Shares of the Company
>     that increases its Beneficial Ownership of Voting Shares by more than 1% of
>     the number of Voting Shares outstanding as at the Record Time (other than
>     pursuant to one or any combination of a Voting Share Reduction, a Permitted
>     Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition);
>   (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, such specified Person;
>   (c) "Agreement" means this shareholder
>   rights plan agreement dated as of April 9, 2002 between the Company and the
>   Rights Agent, as the same may be further amended 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 (including any predecessor
>     thereto) on its Common 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 (including any predecessor thereto) on its
>     Common Shares in its three immediately preceding fiscal years; and

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> (iii) 100 per cent of the aggregate consolidated
>     net income of the Company (including any predecessor thereto), before
>     extraordinary items, for its immediately preceding fiscal year;
>   (e) "Associate" means, when used to
>   indicate a relationship with a specified Person, a spouse of that Person, any
>   Person of the same or opposite sex with whom that Person is living in a
>   conjugal relationship outside marriage, a child of that Person or a relative
>   of that Person if that relative has the same residence as that Person;
>   (f) A Person shall be deemed the "Beneficial
>   Owner" of, and to have "Beneficial Ownership" of, and to "Beneficially Own",
>   (i) any securities as to which such Person or
>     any of such Person's Affiliates or Associates is the owner at law or in
>     equity;
>     (ii) any securities as to which such Person or
>     any of such Person's Affiliates or Associates has the right to become the
>     owner at law or in equity (where such right is exercisable immediately or
>     within a period of 60 days and 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
>     (x) 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 and (y) pledges of securities in the
>     ordinary course of business), or upon the exercise of any conversion right,
>     exchange right, share purchase right (other than the Rights), warrant or
>     option; or
>     (iii) any securities which are Beneficially
>     Owned within the meaning of Clauses 1.1(f)(i) and (ii) 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:
>     (iv) where such security has been agreed to be
>     deposited or tendered pursuant to a Lock-up Agreement or is otherwise
>     deposited to any Take-over Bid made by such Person, made by any of such
>     Person's Affiliates or Associates or made by 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;
>     (v) where such Person, any of such Person's
>     Affiliates or Associates or any other Person acting jointly or in concert
>     with such Person holds such security provided that:
>     (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

3

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> 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 Account 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 or plans (a "Plan"),
>       or is 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
>       (E) such Person (the "Crown Agent") 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, as the case may be, is not
>       then making a Take-over Bid or has not then announced an intention to make
>       a Take-over Bid alone or acting jointly or in concert with any other
>       Person, other than an Offer to Acquire Voting Shares or other securities
>       (x) pursuant to a distribution by the Company, (y) by means of a Permitted
>       Bid or (z) by means of ordinary market transactions (including prearranged
>       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;
>     (vi) where such Person is (A) a Client of the
>     same Investment Manager as another Person on whose account the Investment
>     Manager holds such security, (B) 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 (C) a Plan with the same Administrator as another
>     Plan on whose account the Administrator holds such security;
>     (vii) where such Person is (A) a Client of an
>     Investment Manager and such security is owned at law or in equity by the
>     Investment Manager, (B) 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 (C) a Plan and such security is owned at law or in equity by the
>     Administrator of the Plan; or
>     (viii) 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 depositary;

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> (g) "Board of Directors" means the board of
>   directors of the Company or any duly constituted and empowered committee
>   thereof;
>   (h) "Business Day" means any day other than
>   a Saturday, Sunday or a day on which banking institutions in Montreal, Québec
>   are authorized or obligated by law to close;
>   (i) "Canadian Dollar Equivalent" of any
>   amount which is expressed in United States Dollars means, on any date, the
>   Canadian dollar equivalent of such amount determined by multiplying such
>   amount by the U.S. - Canadian Exchange Rate in effect on such date;
>   (j) "Canadian - U.S. Exchange Rate" means,
>   on any date, the inverse of the U.S. - Canadian Exchange Rate in effect on
>   such date;
>   (k) "close of business" on any given date
>   means the time on such date (or, if such date is not a Business Day, the time
>   on the next succeeding Business Day) at which the principal transfer office in
>   Montreal of the transfer agent for the Common 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)

(n) "Competing Permitted Bid" means a
  Take-over Bid that:

> (i) is made after a Permitted Bid has been made
>     and prior to the expiry of the Permitted Bid;
>     (ii) satisfies all components of the definition
>     of a Permitted Bid other than the requirements set out in Clause 1.1(kk)(ii)(A)
>     of the definition of a Permitted Bid; and
>     (iii) contains, and the take-up and payment for
>     securities tendered or deposited is subject to, an irrevocable and
>     unqualified condition that no Voting Shares will be taken up or paid for
>     pursuant to the Take-over 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 Take-over Bid constituting the
>     Competing Permitted Bid;

(o) "controlled": a Person is "controlled"
  by another Person or two or more other Persons acting jointly or in concert
  if:

> (i) in the case of a body corporate, securities
>     entitled to vote in the election of directors of such body corporate
>     carrying more than 50% of the votes for the election of directors are held,
>     directly or indirectly, by or for the benefit of the other Person or Persons
>     and the votes carried by such securities are entitled, if exercised, to
>     elect a majority of the board of directors of such body corporate; or

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> (ii) in the case of a Person which is not a body
>     corporate, more than 50% of the voting or equity interests of such entity
>     are held, directly or indirectly, by or for the benefit of the other Person
>     or Persons;
>     and "controls", "controlling" and "under common
>     control with" shall be interpreted accordingly;
>   (p) "Co-Rights Agents" has the meaning
>   ascribed thereto in Subsection 4.1(a);
>   (q) "Disposition Date" has the meaning
>   ascribed thereto in Subsection 5.1(h);
>   (r) "Dividend Reinvestment Acquisition"
>   means an acquisition of Voting Shares pursuant to a Dividend Reinvestment
>   Plan;
>   (s) "Dividend Reinvestment Plan" means a
>   regular dividend reinvestment or other plan of the Company made available by
>   the Company to holders of its securities or holders of securities of a
>   Subsidiary where such plan permits the holder to direct that some or all of:
>   (i) dividends paid in respect of
>   shares of any class of the Company or a Subsidiary; (ii) proceeds of
>   redemption of shares of the Company or a Subsidiary; (iii) interest paid on
>   evidences of indebtedness of the Company or a Subsidiary; or (iv) optional
>   cash payments; be applied to the purchase from the Company of Voting Shares;
>   (t) "Effective Date" has the meaning ascribed thereto in Section 5.15;
>   (u) "Election to Exercise" has the meaning ascribed thereto in Clause
>   2.2(d)(ii);
>   (v) "Exempt Acquisition"means a share
>   acquisition in respect of which the Board of Directors has waived the
>   application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or
>   (h);
>   (w) "Exercise Price" means, as of any date,
>   the price at which a holder may purchase the securities issuable upon exercise
>   of one whole Right which, until adjustment thereof in accordance with the
>   terms hereof, shall be 5 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 days on The Toronto Stock Exchange;
>   (x) "Expansion Factor" has the meaning
>   ascribed thereto in Clause 2.3(a)(x);
>   (y) "Expiration Time" means the close of
>   business on that date which is the earlier of the date of termination of this
>   Agreement pursuant to Section 5.15 or, if this Agreement is confirmed pursuant
>   to Section 5.15, the date of termination of this Agreement pursuant to Section
>   5.16 or, if this Agreement is reconfirmed pursuant to Section 5.16, the close
>   of business on the tenth anniversary following the Effective Date;
>   (z) "Flip-in Event" means a transaction or
>   other event, including the occurrence of the Effective Date, in or pursuant to
>   which any Person becomes an Acquiring Person;

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> (aa) "holder" has the meaning ascribed
>   thereto in Section 2.8;
>   (bb) "Independent Shareholders" means
>   holders of Voting Shares, other than:
>   (i) any Acquiring Person;
>     (ii) any Offeror (other than any Person who, by
>     virtue of Clause 1.1(f)(v), is not deemed to Beneficially Own the Voting
>     Shares held by such Person);
>     (iii) any Affiliate or Associate of any
>     Acquiring Person or Offeror;
>     (iv) any Person acting jointly or in concert
>     with any Acquiring Person or Offeror; and
>     (v) any employee benefit plan, deferred profit
>     sharing plan, stock participation plan and any other similar plan or trust
>     for the benefit of employees of the Company or a Subsidiary 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 Take-over Bid;
>   (cc) "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 Take-over Bid or to any Take-over 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 "Subject Bid") where the agreement:
>   (i) permits the Locked-up Person to withdraw the
>     Voting Shares from the agreement in order to tender or deposit the Voting
>     Shares to another Take-over Bid or to support another transaction that in
>     either case will provide greater value to the Locked-up Person than the
>     Subject Bid; or
>     (ii) (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 Take-over 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 Subject 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 Subject 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;
>   (dd) "Market Price" per share of any
>   securities on any date of determination means the average of the daily closing
>   prices per share of the 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

7

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> analogous to any of the events described in Section 2.3 hereof shall have
>   caused the closing prices used to determine the Market Price on any Trading
>   Days not to be fully comparable with the closing price on the date of
>   determination or, if the date of determination is not a Trading Day, on the
>   immediately preceding Trading Day, each closing price so used shall be
>   appropriately adjusted in a manner analogous to the applicable adjustment
>   provided for in Section 2.3 hereof in order to make it fully comparable with
>   the closing price on the date of determination or, if the date of
>   determination is not a Trading Day, on the immediately preceding Trading Day.
>   The closing price per share of any securities on any date shall be:
>   (i) the closing board lot sale price or, in case
>     no such sale takes place on such date, the average of the closing bid and
>     asked prices for each of the securities as reported by the principal
>     Canadian stock exchange (as determined by volume of trading) on which the
>     securities are listed or admitted to trading;
>     (ii) if for any reason none of such prices is
>     available on such day or the securities are not listed or admitted to
>     trading on a Canadian stock exchange, the last sale price or, in case no
>     such sale takes place on the date, the average of the closing bid and asked
>     prices for each of the securities as reported by the principal national
>     United States securities exchange (as determined by volume of trading) on
>     which the securities are listed or admitted to trading;
>     (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 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 for each of the securities
>     in the over-the-counter market, as quoted by any recognized reporting system
>     then in use; or
>     (iv) 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 a national United States securities
>     exchange or quoted by any reporting system, the average of the closing bid
>     and asked prices as furnished by a recognized professional market maker
>     making a market in the securities;
>     provided, however, that if for any reason none of such prices is
>     available on such day, the closing price per share of the securities on such
>     date means the fair value per share of the securities on such date as
>     determined by an internationally recognized investment dealer or investment
>     banker; provided further that if an event of a type analogous to any of the
>     events described in Section 2.3 hereof has caused any price used to
>     determine the Market Price on any Trading Day not to be fully comparable
>     with the price as so determined on the Trading Day immediately preceding
>     such date of determination, each 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 that date at the Canadian Dollar Equivalent thereof;

8

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> (ee)

(ff)

(gg) "Nominee" has the meaning ascribed
  thereto in Subsection 2.2(c);

(hh) "Offer to Acquire" includes:

> (i) an offer to purchase or a solicitation of an
>     offer to sell Voting Shares; and
>     (ii) an acceptance of an offer to sell Voting
>     Shares, whether or not such offer to sell has been solicited;
>     or any combination thereof, and the Person
>     accepting an offer to sell shall be deemed to be making an Offer to Acquire
>     to the Person that made the offer to sell;

(ii) "Offeror" means a Person who has
  announced, and has not withdrawn, an intention to make or who has made, and
  has not withdrawn, a Take-over Bid, other than a Person who has completed a
  Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition;

(jj) "Offeror's Securities" means Voting
  Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

(kk) "Permitted Bid" means a Take-over Bid
  made by an Offeror by way of take-over bid circular which also complies with
  the following additional provisions:

> (i) the Take-over Bid is made to all holders of
>     Voting Shares as registered on the books of the Company, other than the
>     Offeror;
>     (ii) the Take-over Bid 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 Take-over Bid:
>     (A) prior to the close of business on the date
>       which is not less than 60 days following the date of the Take-over Bid;
>       and
>       (B) only if at such date more than 50% of the
>       Voting Shares held by Independent Shareholders shall have been deposited
>       or tendered pursuant to the Take-over Bid and not withdrawn;
>     (iii) unless the Take-over Bid is withdrawn, the
>     Take-over Bid contains an irrevocable and unqualified provision that Voting
>     Shares may be deposited pursuant to such Take-over Bid at any time during
>     the period of time described in Clause 1.1(kk)(ii)(A) and that any Voting
>     Shares deposited pursuant to the Take-over Bid may be withdrawn until taken
>     up and paid for; and

9

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> (iv) unless the Take-over Bid is withdrawn, the
>     Take-over Bid contains an irrevocable and unqualified provision that in the
>     event that the deposit condition set forth in Clause 1.1(kk)(ii)(B) is
>     satisfied the Offeror will make a public announcement of that fact and the
>     Take-over Bid will remain open for deposits and tenders of Voting Shares for
>     not less than ten Business Days from the date of such public announcement;
>   (ll) "Permitted Bid Acquisition" means an
>   acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing
>   Permitted Bid;
>   (mm) "Person" includes any individual,
>   firm, partnership, association, trust, trustee, executor, administrator, legal
>   personal representative, body corporate, Company, unincorporated organization,
>   syndicate, governmental entity or other entity;
>   (nn) "Pro Rata Acquisition" means an
>   acquisition by a Person of Voting Shares pursuant to:
>   (i) a Dividend Reinvestment Acquisition;
>     (ii) a stock dividend, stock split or other
>     event in respect of securities of the Company of one or more particular
>     classes or series pursuant to which such Person becomes the Beneficial Owner
>     of Voting Shares on the same pro rata basis as all other holders of
>     securities of the particular class, classes or series;
>     (iii) the acquisition or the exercise by the
>     Person of only those rights to purchase Voting Shares distributed to that
>     Person in the course of a distribution to all holders of securities of the
>     Company of one or more particular classes or series pursuant to a rights
>     offering or pursuant to a prospectus, provided that the Person does not
>     thereby acquire a greater percentage of such Voting Shares, or securities
>     convertible into or exchangeable for Voting Shares, so offered than the
>     Person's percentage of Voting Shares Beneficially Owned immediately prior to
>     such acquisition; or
>     (iv) a distribution 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 by way of a private placement, provided that the
>     Person does not thereby acquire a greater percentage of such Voting Shares,
>     or securities convertible into or exchangeable for Voting Shares, so offered
>     than the Person's percentage of Voting Shares Beneficially Owned immediately
>     prior to such acquisition;
>   (oo) "Record Time" shall mean 4:00 p.m.
>   (Montreal time) on April 9, 2002;
>   (pp) "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;
>   (qq) "Rights Certificate" means the
>   certificates representing the Rights after the Separation Time, which shall be
>   substantially in the form attached hereto as Attachment 1;
>   (rr) "Rights Register" has the meaning
>   ascribed thereto in Subsection 2.6(a);

10

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> (ss)

(tt) "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 Take-over Bid (other than a
>     Permitted Bid or a Competing Permitted Bid), or such later time as may be
>     determined by the Board of Directors, provided that, if any Take-over Bid
>     referred to in this Clause (ii) expires, is cancelled, terminated or
>     otherwise withdrawn prior to the Separation Time, such Take-over Bid shall
>     be deemed, for the purposes of this definition, never to have been made; and
>     (iii) the date on which a Permitted Bid or
>     Competing Permitted Bid ceases to be such;

(uu) "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 (Québec) or Section 13(d) of the 1934 Exchange
  Act by the Company or an Acquiring Person that an Acquiring Person has
  become such);

(vv) "Subsidiary": a Company
  is a Subsidiary of another Company if:

> (i) it is controlled by:
>     (A) that other; or
>       (B) that other and one or more companies, each
>       of which is controlled by that other; or
>       (C) two or more companies, each of which is
>       controlled by that other; or
>     (ii) it is a Subsidiary of a Company that is
>     that other's Subsidiary;

(ww) "Take-over 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% or more of the outstanding Voting Shares at
  the date of the Offer to Acquire;

(xx) "Trading Day", when used with respect
  to any securities, means a day on which the principal Canadian stock exchange
  on which such securities are listed or admitted to trading is open for the
  transaction of business or, if the securities are not listed or admitted to
  trading on any Canadian stock exchange, a Business Day;

(yy) "U.S.-Canadian Exchange Rate" means,
  on any date:

11

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> (i) if on such date the Bank of
>     Canada sets an average noon spot rate of exchange for the conversion of one
>     United States dollar into Canadian dollars, such rate; 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;
>   (zz) "U.S. Dollar Equivalent"
>   of any amount which is expressed in Canadian dollars means, on any date, the
>   United States dollar equivalent of the amount determined by multiplying the
>   amount by the Canadian-U.S. Exchange Rate in effect on such date;
>   (aaa) "Voting Share Reduction" means 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 any Person to 20% or more of the Voting
>   Shares then outstanding; and
>   (bbb) "Voting Shares" means the Common
>   Shares of the Company and any other shares in the capital of the Company
>   entitled to vote generally in the election of all directors.

1.2 Currency

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

1.3 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.

1.4 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 and be deemed to be the product (expressed as a
percentage) determined by the formula:

100 x A/B

where:

|A | = | the number of votes
    for the election of all directors generally attaching to
|- | - | --------------------------------------------------------------------------------
|  |   | the Voting Shares
    Beneficially Owned by such Person; and                    
|  |   |                                                                                 
|B | = | the number of votes
    for the election of all directors generally attaching to
|  |   | all outstanding Voting
    Shares.                                              

Where any Person is deemed to Beneficially Own unissued Voting Shares, such
Voting Shares shall be deemed to be outstanding for the purpose of calculating
the percentage of Voting Shares Beneficially Owned by such Person.

12

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1.5 Acting Jointly or in Concert

For the purposes hereof, 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 or any Affiliate thereof, 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).

1.6 Generally Accepted Accounting Principles

Wherever in this Agreement reference is made to generally accepted accounting
principles, such reference shall be deemed to be the recommendations at the
relevant time of the Canadian Institute of Chartered Accountants, or any
successor institute, applicable on a consolidated basis (unless otherwise
specifically provided herein to be applicable on an unconsolidated basis) as at
the date on which a calculation is made or required to be made in accordance
with generally accepted accounting principles. Where the character or amount of
any asset or liability or item of revenue or expense is required to be
determined, or any consolidation or other accounting computation is required to
be made for the purpose of this Agreement or any document, such determination or
calculation shall, to the extent applicable and except as otherwise specified
herein or as otherwise agreed in writing by the parties, be made in accordance
with generally accepted accounting principles applied on a consistent basis.

ARTICLE 2 - THE RIGHTS

2.1

> (a) One Right in respect of each Common Share
>   outstanding at the Record Time and each Common 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 representing Common Shares that
>   are issued and outstanding after the Record Time but prior to the earlier of
>   the Separation Time and the Expiration Time shall also evidence one Right for
>   each Common Share evidenced thereby and shall have impressed on, printed on,
>   written on or otherwise affixed to them the following legend:
>   Until the Separation Time (defined in the Rights Agreement referred to
>   below), this certificate also evidences the rights of the holder described in
>   a Shareholder Rights Plan Agreement dated as of April 9, 2002 as the same may
>   be amended or supplemented from time to time (the "Rights Agreement"), between
>   Richmont Mines Inc. (the "Company") and Computershare Trust Company of Canada,
>   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 Rights Agreement, the Rights may expire, may
>   become null and void or may become exercisable and shall thereafter 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
>   Rights Agreement to the holder of this certificate without charge as soon as
>   practicable after the receipt of a written request therefor.

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

2.2

> (a) Subject to adjustment as herein set forth,
>   each Right will entitle the holder thereof, from and after the Separation Time
>   and prior to the Expiration Time, to purchase one Common Share for the
>   Exercise Price (and the Exercise Price and number of Common Shares are subject
>   to adjustment as set forth below). 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 Common Share of the Company 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 Common Share of
>     the Company.
>   (c) From and after the Separation Time and prior
>   to the Expiration Time:
>   (i) the Rights shall be exercisable; and
>     (ii) the registration and transfer of Rights
>     shall be separate from and independent of Common Shares of the Company.
>     Promptly following the Separation Time, the
>     Company will prepare and the Rights Agent will mail to each holder of record
>     of Common Shares as of the Separation Time (other than an Acquiring Person
>     and, in respect of any Rights Beneficially Owned by such Acquiring Person
>     which are not held of record by such Acquiring Person, the holder of record
>     of such Rights (a "Nominee")):
>     (x) a Rights Certificate 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 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
>     (y) a disclosure statement prepared by the
>     Company describing the Rights,
>     provided that a Nominee shall be sent the
>     materials provided for in (x) and (y) in respect of all Common Shares of the
>     Company held of record by it which are not Beneficially Owned by an
>     Acquiring Person.

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> (d) Rights may be exercised, in whole or in part,
>   on any Business Day after the Separation Time and prior to the Expiration Time
>   by submitting to the Rights Agent:
>   (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 governmental charge which may be
>     payable in respect of any transfer involved in the transfer or delivery of
>     Rights Certificates or the issuance or delivery of certificates for Common
>     Shares in a name other than that of the holder of the Rights being
>     exercised.
>   (e) Upon receipt of a Rights Certificate, together
>   with a completed Election to Exercise executed in accordance with Clause
>   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 Clause 2.2(d)(iii),
>   the Rights Agent (unless otherwise instructed by the Company in the event that
>   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 certificates representing the number of such Common Shares to
>     be purchased (the Company hereby irrevocably authorizing its transfer agent
>     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 in accordance with Subsection 5.5(b);
>     (iii) after receipt of the
>     certificates referred to in Clause 2.2(e)(i), deliver the same 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 Clause 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 exercise of Rights.
>   (f) In case the holder of any Rights shall
>   exercise less than all the Rights evidenced by such holder's Rights
>   Certificate, a new Rights Certificate evidencing the Rights remaining
>   unexercised (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 Common Shares delivered upon exercise of
>     Rights shall, at the time of delivery

15

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> of the certificates for such Common Shares (subject to payment of the
>     Exercise Price), be duly and validly authorized, executed, issued and
>     delivered as fully paid and non-assessable;
>     (ii) take all such action as may be necessary
>     and within its power to comply with the requirements of the Companies Act,
>     the Securities Act(Québec), the securities laws or comparable
>     legislation of each of the provinces of Canada, the 1933 Securities Act
>     and the 1934 Exchange 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 exercise of Rights;
>     (iii) use reasonable efforts to cause all Common
>     Shares issued upon exercise of Rights to be listed on the principal stock
>     exchanges on which such Common Shares were traded immediately prior to the
>     Stock Acquisition Date;
>     (iv) 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;
>     (v) pay when due and payable, if applicable, any
>     and all federal, provincial 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 Common 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
>     (vi) 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.

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) In the event the Company shall at any time
>   after the date of this Agreement:
>   (i) declare or pay a dividend on Common Shares
>     payable in Common Shares (or other securities exchangeable for or
>     convertible into or giving a right to acquire Common Shares or other
>     securities of the Company) other than pursuant to any optional stock
>     dividend program;

16

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> (ii) subdivide or change the then outstanding
>     Common Shares into a greater number of Common Shares;
>     (iii) consolidate or change the then outstanding
>     Common Shares into a smaller number of Common Shares; or
>     (iv) issue any Common Shares (or other
>     securities exchangeable for or convertible into or giving a right to acquire
>     Common Shares or other securities of the Company) in respect of, in lieu of
>     or in exchange for existing Common Shares except as otherwise provided in
>     this Section 2.3,
>   the Exercise Price and the number of Rights outstanding, or, if the payment
>   or effective date therefor shall occur 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 the Exercise Price and number of Rights outstanding are to be adjusted:
>   (x) the Exercise Price in effect after such
>     adjustment will be equal to the Exercise Price in effect immediately prior
>     to such adjustment divided by the number of Common Shares (or other capital
>     stock) (the "Expansion Factor") that a holder of one Common Share
>     immediately prior to such dividend, subdivision, change, consolidation or
>     issuance would hold thereafter as a result thereof; and
>     (y) 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 Common Shares with respect to which the original Rights were associated
>   (if they remain outstanding) and the shares issued in respect of such
>   dividend, subdivision, change, consolidation or issuance, so that each such
>   Common 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 Expiration Time, the Company
>   shall issue any shares of capital stock other than Common Shares in a
>   transaction of a type described in Clause 2.3(a)(i) or (iv), shares of such
>   capital stock shall be treated herein as nearly equivalent to Common 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 an event occurs which would require an adjustment under both
>   this Section 2.3 and Section 3.1(a) hereof, the adjustment provided for in
>   this Section 2.3 shall be in addition to and shall be made prior to any
>   adjustment required pursuant to Section 3.1(a) hereof. Adjustments pursuant to
>   subsection 2.3(a) shall be made successively, whenever an event referred to in
>   Section 2.3(a) occurs.

17

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> In the event the Company shall at any time after
>     the Record Time and prior to the Separation Time issue any Common Shares
>     otherwise than in a transaction referred to in this Subsection 2.3(a), each
>     such Common Share so issued shall automatically have one new Right
>     associated with it, which Right shall be evidenced by the certificate
>     representing such associated Common Share.
>   (b) In the event the Company shall at any time
>   after the Record Time and prior to the Separation Time fix a record date for
>   the issuance of rights, options or warrants to all holders of Common Shares
>   entitling them (for a period expiring within 45 calendar days after such
>   record date) to subscribe for or purchase Common Shares (or securities
>   convertible into or exchangeable for or carrying a right to purchase Common
>   Shares) at a price per Common Share (or, if a security convertible into or
>   exchangeable for or carrying a right to purchase or subscribe for Common
>   Shares, having a conversion, exchange or exercise price, including the price
>   required to be paid to purchase such convertible or exchangeable security or
>   right per share) less than the Market Price per Common Share on such record
>   date, the Exercise Price to be in effect after such record date shall be
>   determined by multiplying the Exercise Price in effect immediately prior to
>   such record date by a fraction:
>   (i) the numerator of which shall be the number
>     of Common Shares outstanding on such record date, plus the number of Common
>     Shares that the aggregate offering price of the total number of Common
>     Shares so to be offered (and/or the aggregate initial conversion, exchange
>     or exercise price of the convertible or exchangeable securities or rights so
>     to be offered, including the price required to be paid to purchase such
>     convertible or exchangeable securities or rights) would purchase at such
>     Market Price per Common Share; and
>     (ii) the denominator of which
>     shall be the number of Common Shares outstanding on such record date, plus
>     the number of additional Common Shares to be offered for subscription or
>     purchase (or into which the convertible or exchangeable securities or rights
>     so to be offered are initially convertible, exchangeable or exercisable).
>   In case such subscription price may be paid by delivery of consideration,
>   part or all of which may be in a form other than cash, the value of such
>   consideration shall be as determined in good faith by the Board of Directors,
>   whose determination shall be described in a statement filed with the Rights
>   Agent and shall be binding on the Rights Agent and the holders of Rights. Such
>   adjustment shall be made successively whenever such a record date is fixed,
>   and in the event that such rights, options or warrants are not so issued, or
>   if issued, are not exercised prior to the expiration thereof, the Exercise
>   Price shall be readjusted to the Exercise Price which would 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 Common Shares (or securities convertible
>   into, or exchangeable or exercisable for Common Shares) actually issued upon
>   the exercise of such rights, options or warrants, as the case may be.
>   For purposes of this Agreement, the granting of the right to purchase
>   Common Shares (whether from treasury or otherwise) pursuant to any Dividend
>   Reinvestment Plan or any employee benefit, stock option or similar plans shall
>   be deemed not to constitute an issue of rights, options or warrants by the
>   Company; provided, however, that, in all such cases, the right to purchase
>   Common Shares is at a price per share of not less than 95 per cent of

18

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> the current market price per share (determined as provided in such plans)
>   of the Common Shares.
>   (c) In the event the Company shall at any time
>   after the Record Time and prior to the Separation Time fix a record date for
>   the making of a distribution to all holders of Common Shares (including any
>   such distribution made in connection with a merger or amalgamation) of
>   evidences of indebtedness, cash (other than an annual cash dividend or a
>   dividend referred to in Section 2.3(a)(i), but including any dividend payable
>   in other securities of the Company other than Common Shares), assets or
>   rights, options or warrants (excluding those referred to in Subsection
>   2.3(b)), 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 Market
>     Price per Common Share on such record date, less the fair market value (as
>     determined in good faith by the Board of Directors, whose determination
>     shall be described in a statement filed with the Rights Agent and shall be
>     binding on the Rights Agent and the holders of Rights), on a per share
>     basis, of the portion of the 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 Common Share.
>   Such adjustments shall be made successively whenever such a record date is
>   fixed, and in the event that such a distribution is not so made, the Exercise
>   Price shall be adjusted to be the Exercise Price which would have been in
>   effect if such record date had not been fixed.
>   (d) Notwithstanding anything herein to the
>   contrary, no adjustment in the Exercise Price shall be required unless such
>   adjustment would require an increase or decrease of at least one per cent in
>   the Exercise Price; 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 share. Notwithstanding the first sentence of this Subsection 2.3(d), any
>   adjustment required by Section 2.3 shall be made no later than the earlier of:
>   (i) three years from the date of the transaction
>     which gives rise to such adjustment; or
>     (ii) the Expiration Date.
>   (e) In the event the Company shall at any time
>   after the Record Time and prior to the Separation Time issue any shares of
>   capital stock (other than Common Shares), or rights, options or warrants to
>   subscribe for or purchase any such capital stock, or securities convertible
>   into or exchangeable for any such capital stock, in a transaction referred to
>   in Clause 2.3(a)(i) or (iv), if the Board of Directors acting in good faith
>   determines that the adjustments contemplated by Subsections 2.3(a), (b) and
>   (c) 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), and subject to prior approval of the

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> holders of Voting Shares or of Rights, as the case may be, as provided in
>   section 5.4, such adjustments, rather than the adjustments contemplated by
>   Subsections 2.3(a), (b) and (c), shall be made. The Company and the Rights
>   Agent shall have authority 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
>   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 shall
>   require that an adjustment in the Exercise Price be made effective as of a
>   record date for a specified event, the Company may elect to defer until the
>   occurrence of such event the issuance to the holder of any Right exercised
>   after such record date 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 shares (fractional or otherwise) or other securities upon the
>   occurrence of the event requiring such adjustment.
>   (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 determines to be advisable, in order that any:
>   (i) consolidation or subdivision of Common
>     Shares;
>     (ii) issuance (wholly or in part for cash) of
>     Common Shares or securities that by their terms are convertible into or
>     exchangeable for Common 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 Common Shares, shall not be
>   taxable to such shareholders.

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

20

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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 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

> (a) The Rights Certificates shall be executed on
>   behalf of the Company by its President or any Vice-President and by its
>   Corporate Secretary or any Assistant Secretary. The signature of any of these
>   officers on the Rights Certificates may be manual or facsimile. Rights
>   Certificates bearing the manual or facsimile signatures of individuals who
>   were at any time the proper officers of the 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.
>   (b) Promptly after the Company learns of the
>   Separation Time, the Company will notify the Rights Agent of such Separation
>   Time and will deliver Rights Certificates executed by the Company to the
>   Rights Agent for countersignature, and the Rights Agent shall manually
>   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

> (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. In the event that the Rights
>   Agent shall cease to be the Rights Registrar, the Rights Agent will have the
>   right to examine the Rights Register at all reasonable times.
>   After the Separation Time and prior to the Expiration Time, upon surrender
>   for registration of transfer or exchange of any Rights Certificate, and
>   subject to the provisions of Subsection 2.6(c), the Company will execute, and
>   the Rights Agent will manually 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.

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> (c) Every Rights Certificate surrendered for
>   registration of transfer or exchange shall be duly endorsed, or be accompanied
>   by a written instrument of transfer satisfactory in form 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.

2.7

> (a) If any mutilated Rights Certificate is
>   surrendered to the Rights Agent prior to the Expiration Time, the Company
>   shall execute and the Rights Agent shall countersign and deliver in exchange
>   therefor a new Rights Certificate evidencing the same number of Rights as did
>   the Rights Certificate so surrendered.
>   (b) If there shall be delivered to the Company and
>   the Rights Agent prior to the Expiration Time:
>   (i) evidence to their reasonable satisfaction of
>     the destruction, loss or theft of any Rights Certificate; and
>     (ii) such surety bond 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 destroyed, lost or stolen Rights Certificate.
>   (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 Common 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 Common Shares).

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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, and its ordinary business practices, 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 prior to the Separation
>   Time, each Right will be transferable only together with, and will be
>   transferred by a transfer of, the associated Common Share certificate
>   representing such Right;
>   (c) that after the Separation Time, the Rights
>   Certificates will be transferable only on the Rights Register as provided
>   herein;
>   (d) that prior to due presentment of a Rights
>   Certificate (or, prior to the Separation Time, the associated Common Share
>   certificate) for registration of transfer, the Company, the Rights Agent and
>   any agent of the Company or the Rights Agent may deem and treat the Person in
>   whose name the Rights Certificate (or, prior to the Separation Time, the
>   associated Common Share certificate) is registered as the absolute owner
>   thereof and of the Rights evidenced thereby (notwithstanding any notations of
>   ownership or writing on such Rights Certificate or the associated Common Share
>   certificate made by anyone other than the Company or the Rights Agent) for all
>   purposes whatsoever, and neither the Company nor the Rights Agent shall be
>   affected by any notice to the contrary;
>   (e) that such holder of Rights has waived his
>   right to receive any fractional Rights or any fractional shares or other
>   securities upon exercise of a Right (except as provided herein);
>   (f) that, subject to the provisions of Section
>   5.4, without the approval of any holder of Rights or Voting Shares and upon
>   the sole authority of the Board of Directors, acting in good faith, this
>   Agreement may be supplemented or amended from time to time to cure any
>   ambiguity or to correct or supplement any provision contained herein which may
>   be inconsistent with the intent of this Agreement or is otherwise defective,
>   as provided herein; and
>   (g) notwithstanding anything in this Agreement to
>   the contrary, neither the Company nor the Rights Agent shall have any
>   liability to any holder of a Right or any other Person as a result of its
>   inability to perform any of its obligations under this Agreement by reason of

23

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> any preliminary or permanent injunction or other order, decree or ruling
>   issued by a court of competent jurisdiction or by a governmental, regulatory
>   or administrative agency or commission, or any statute, rule, regulation or
>   executive order promulgated or enacted by any governmental authority,
>   prohibiting or otherwise restraining performance of such obligation.

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

3.1

> (a) Subject to Subsection 3.1(b) and Section 5.1,
>   if prior to the Expiration Time a Flip-in Event occurs, each Right shall
>   constitute, effective at the close of business on the tenth Trading Day after
>   the Stock Acquisition Date, the right to purchase from the Company, upon
>   exercise thereof in accordance with the terms hereof, that number of Common
>   Shares having an aggregate Market Price on the date of consummation or
>   occurrence of such Flip-in Event equal to twice the Exercise Price for an
>   amount in cash equal to the Exercise Price (such right to be appropriately
>   adjusted in a manner analogous to the applicable adjustment provided for in
>   Section 2.3 in the event that after such consummation or occurrence, an event
>   of a type analogous to any of the events described in Section 2.3 shall have
>   occurred).
>   (b) Notwithstanding anything in this Agreement to
>   the contrary, upon the occurrence of any Flip-in Event, any Rights that are or
>   were Beneficially Owned on or after the earlier of the Separation Time or the
>   Stock Acquisition Date by:
>   (i) an Acquiring Person (or any Affiliate or
>     Associate of an Acquiring Person or any Person acting jointly or in concert
>     with an Acquiring Person or 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

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> 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), that has the purpose or
>     effect of avoiding Clause 3.1(b)(i),
>   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
>   requirements of the Companies Act, the Securities Act (Québec)
>   and the securities laws or comparable legislation of each of the provinces of
>   Canada and of the United States and each of the states thereof in respect of
>   the issue of Common Shares upon the exercise of Rights in accordance with this
>   Agreement.
>   (d) Any Rights Certificate that represents Rights
>   Beneficially Owned by a Person described in either Clause 3.1(b)(i) or (ii) or
>   transferred to any nominee of any such Person, and any Rights Certificate
>   issued upon transfer, exchange, replacement or adjustment of any other Rights
>   Certificate referred to in this sentence, shall contain the following legend:
>   The Rights represented by this Rights Certificate were 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.

ARTICLE 4 - THE RIGHTS AGENT

4.1

> (a) The Company hereby appoints the Rights Agent
>   to act as agent for the Company and the holders of the Rights in accordance
>   with the terms and conditions hereof, and the Rights Agent hereby accepts such
>   appointment. The Company may from time to time appoint such co-Rights Agents
>   ("Co-Rights Agents") as it may deem necessary or desirable, subject to the
>   approval of the Rights Agent. In the event the Company appoints one or more
>   Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights
>   Agents shall be as the Company may determine, with the approval of the Rights
>   Agent and the Co-Rights Agent. The Company agrees to pay all reasonable fees
>   and expenses of the Rights Agent in respect of the performance of its duties
>   under this Agreement. The

25

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> Company also agrees to indemnify the Rights Agent 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 the costs and
>   expenses of defending against any claim of liability, which right to
>   indemnification will survive the termination of this Agreement or the
>   resignation or removal of the Rights Agent.
>   (b) The Rights Agent shall be protected and shall
>   incur no liability for or in respect of any action taken, suffered or omitted
>   by it in connection with its administration of this Agreement in reliance upon
>   any certificate for Common Shares, 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.
>   (c) 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 shall, at any time,
>   upon request by the Rights Agent provide to the Rights Agent an incumbency
>   certificate certifying the then current officers of the Company.

4.2

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

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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 Common Shares and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:

> (a) the Rights Agent, at the expense of the
>   Company, may consult with and retain legal counsel (who may be legal counsel
>   for the Company) and such other experts as it reasonably considers necessary
>   to perform its duties hereunder, and the opinion of such counsel or other
>   expert 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
>   refraining from taking any action hereunder, such fact or matter (unless other
>   evidence in respect thereof is specifically prescribed herein) is deemed to be
>   conclusively proved and established by a certificate signed by a Person
>   believed by the Rights Agent to be the President, Chief Executive Officer,
>   Chief Financial Officer, any Vice-President, Treasurer, Corporate Secretary,
>   or any Assistant Secretary 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 only
>   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 Common Shares or the Rights Certificates
>   (except its countersignature thereof) or be required to verify the same, but
>   all such statements and recitals are and will be deemed to have been made by
>   the Company only;
>   (e) the Rights Agent will not have 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 Common 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
>   Subsection 3.1(b) hereof) or any adjustment required under the provisions of
>   Section 2.3 hereof or responsible for the manner, method or amount of any such
>   adjustment or the ascertaining of the existence of facts that would require
>   any such adjustment (except with respect to the exercise of Rights after
>   receipt of the certificate contemplated by Section 2.3 describing any such
>   adjustment); nor is it deemed by any act hereunder 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;

27

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> (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 individual believed by the Rights Agent to be
>   the President, Chief Executive Officer, Chief Financial Officer, any
>   Vice-President, Treasurer, Corporate Secretary or any Assistant Secretary 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;
>   (h) the Rights Agent and any shareholder or
>   stockholder, director, officer or employee of the Rights Agent may buy, sell
>   or deal in Common Shares, Rights or other securities of the Company or become
>   pecuniarily interested in any transaction in which the Company may be
>   interested, or contract with or lend money to the Company or otherwise act as
>   fully and freely as though it were not Rights Agent under this Agreement and
>   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 Common
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 Common 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 removal or after it has been
notified in writing of the 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 a court of competent jurisdiction for the appointment
of a new Rights Agent, at the Company's expense. Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be a 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 Québec. After appointment,
the successor Rights Agent will be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent, upon receipt of all
outstanding fees and expenses owing to it, 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 Common Shares and mail a notice thereof in
writing to the holders of the Rights in accordance with

28

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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

> (a) The Board of Directors acting in good faith
>   may, until the occurrence of a Flip-in Event, upon prior written notice
>   delivered to the Rights Agent, waive the application of Section 3.1 to a
>   particular Flip-in Event that would result from a Take-over Bid made by way of
>   take-over bid circular to all holders of record of Voting Shares (which for
>   greater certainty shall not include the circumstances described in Subsection
>   5.1(h)); provided that if the Board of Directors waives the application of
>   Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(a),
>   the Board of Directors shall be deemed to have waived the application of
>   Section 3.1 to any other Flip-in Event occurring by reason of any Take-over
>   Bid which is made by means of a take-over bid circular to all holders of
>   record of Voting Shares prior to the expiry of any Take-over 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(a).
>   (b) 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) the
>   Board of Directors of the Company acting in good faith may, at its option, at
>   any time prior to the provisions of Section 3.1 becoming applicable as a
>   result of the occurrence of a Flip-in Event, elect to redeem all but not less
>   than all of the outstanding Rights at a redemption price of $0.000001 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").
>   (c) Where, pursuant to a Permitted Bid, a
>   Competing Permitted Bid or an Exempt Acquisition under Subsection 5.1(a), a
>   Person acquires outstanding Voting Shares, other than Voting Shares
>   Beneficially Owned by such Person at the date of the Permitted Bid, the
>   Competing Permitted Bid or the Exempt Acquisition under Subsection 5.1(a),
>   then the Board of Directors of the Company shall immediately upon the
>   consummation of such acquisition without further formality and without any
>   approval under Subsection 5.4(b) or (c) be deemed to have elected to redeem
>   the Rights at the Redemption Price.
>   (d) Where a Take-over Bid that is not a Permitted
>   Bid Acquisition is withdrawn or otherwise terminated after the Separation Time
>   has occurred and prior to the occurrence of a Flip-in Event, the Board of
>   Directors may elect to redeem all the outstanding Rights at the Redemption
>   Price.
>   (e) If the Board of Directors is deemed under
>   Subsection 5.1(c) to have elected, or elects under either of Subsection 5.1(b)
>   or (d), 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.
>   (f) Within 10 days after the Board of Directors is
>   deemed under Subsection 5.1(c) to have elected, or elects under Subsection
>   5.1(b) or (d), to redeem the Rights, the Company shall

29

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> 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 provided herein shall be deemed given, whether
>   or not the holder receives the notice. Each notice of redemption will state
>   the method by which the payment of the Redemption Price will be made.
>   (g) Upon the Rights being redeemed pursuant to
>   Subsection 5.1(d), all the provisions of this Agreement shall continue to
>   apply as if the Separation Time had not occurred and Rights Certificates
>   representing the number of Rights held by each holder of record of Common
>   Shares as of the Separation Time had not been mailed to each such holder and
>   for all purposes of this Agreement the Separation Time shall be deemed not to
>   have occurred and the Rights shall remain attached to the outstanding Common
>   Shares, subject to and in accordance with the provisions of this Agreement.
>   (h) The Board of Directors may waive the
>   application of Section 3.1 in respect of the occurrence of any Flip-in Event
>   if the Board of Directors has determined within ten Trading Days following a
>   Stock Acquisition Date that a Person became an Acquiring Person by
>   inadvertence and without any intention to become, or knowledge that it would
>   become, an Acquiring Person under this Agreement and, in the event that such a
>   waiver is granted by the Board of Directors, such Stock Acquisition Date shall
>   be deemed not to have occurred. Any such waiver pursuant to this Subsection
>   5.1(h) must be on the condition that such Person, within 14 days after the
>   foregoing determination by the Board of Directors or such earlier or later
>   date as the Board of Directors may determine (the "Disposition Date"), has
>   reduced its Beneficial Ownership of Voting Shares so that the Person is no
>   longer an Acquiring Person. 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.
>   (i) The Company shall give prompt written notice
>   to the Rights Agent of any waiver of the application of Section 3.1 made by
>   the Board of Directors under this Section 5.1.

5.2 Expiration

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

5.3 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or 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.

5.4

> (a) The Company may make amendments to this
>   Agreement to correct any clerical or typographical error or, subject to
>   Subsection 5.4(e), which are required to maintain the validity of this
>   Agreement as a result of any change in any applicable legislation, rules or

30

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> regulations thereunder. The Company may, prior to the date of its
>   shareholders" 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 such supplement or amendment shall be made to the
>   provisions of Article 4 except with the written concurrence of the Rights
>   Agent to such supplement or amendment.
>   (b) Subject to Section 5.4(a), the Company may,
>   with the prior consent of the holders of Voting Shares obtained as set forth
>   below, at any time prior to the Separation Time, amend, vary or rescind any of
>   the provisions of this Agreement and the Rights (whether or not such action
>   would materially adversely affect the interests of the holders of Rights
>   generally). Such consent shall be deemed to have been given if the action
>   requiring such approval is authorized by the affirmative vote of a majority of
>   the votes cast by Independent Shareholders present or represented at and
>   entitled to be voted at a meeting of the holders of Voting Shares duly called
>   and held in compliance with applicable laws and the articles and by-laws of
>   the Company.
>   (c) The Company may, with the prior consent of the
>   holders of Rights, at any time on or after the Separation Time, amend, vary or
>   delete any of the provisions of this Agreement and the Rights (whether or not
>   such action would materially adversely affect the interests of the holders of
>   Rights generally), provided that no such amendment, variation or deletion
>   shall be made to the provisions of Article 4 except with the written
>   concurrence of the Rights Agent thereto. Such consent shall be deemed to have
>   been given if such amendment, variation or deletion is authorized by the
>   affirmative votes of the holders of Rights present or represented at and
>   entitled to be voted at a meeting of the holders and representing 50% plus one
>   of the votes cast in respect thereof.
>   (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 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 Companies Act
>   with respect to meetings of shareholders of the Company.
>   (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, rule or regulation thereunder shall:
>   (i) if made before the Separation Time, be
>     submitted to the shareholders of the Company at the next meeting of
>     shareholders and the shareholders 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.

31

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> 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.

5.5

> (a) The Company shall not be required to issue
>   fractions of Rights or to distribute Rights Certificates which evidence
>   fractional Rights. After the Separation Time, in lieu of issuing fractional
>   Rights, the Company shall pay to the holders of record of the Rights
>   Certificates (provided the Rights represented by such Rights Certificates are
>   not void pursuant to the provisions of Subsection 3.1(b), at the time such
>   fractional Rights would otherwise be issuable), an amount in cash equal to the
>   fraction of the Market Price of one whole Right that the fraction of a Right
>   that would otherwise be issuable is of one whole Right.
>   (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 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 Common 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 and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this
Agreement.

5.7 Regulatory Approvals

Any obligation of the Company or action or event contemplated
by this Agreement shall be subject to the receipt of requisite approval or
consent from any governmental or regulatory authority, and without limiting the
generality of the foregoing, necessary approvals of The Toronto Stock Exchange

32

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and other exchanges shall be obtained, in relation to the issuance of Common
Shares upon the exercise of Rights under Subsection 2.2(d) and to any
supplements or amendments made pursuant to Section 5.4.

5.8 Declaration as to Non-Canadian or Non-U.S. Holders

If in the opinion of the Board of Directors (who may rely upon the advice of
counsel) any action or event contemplated by this Agreement would require
compliance by the Company with the securities laws or comparable legislation of
a jurisdiction outside Canada, the Board of Directors acting in good faith shall
take such actions as it may deem appropriate to ensure 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

> (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:
>   Richmont Mines Inc. 
>     110 Avenue Principale 
>     Rouyn-Noranda, Québec 
>     J9X 4P2 
>     Attention:         Martin Rivard
>     
>     Fax No.             
>     (819) 797-0166

(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:

> Computershare Trust Company of Canada

Attention:         Stock Transfer
    Services 
    Fax No.:            
    (514) 982-7665

(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 first class 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 Common Shares. Any

33

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> 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 so delivered, on the third Business Day (excluding
>   each day during which there exists any general interruption of postal service
>   due to strike, lockout or other cause) following the mailing thereof, if so
>   mailed, and on the day of telegraphing, telecopying or sending of the same by
>   other means of recorded electronic communication (provided such sending is
>   during the normal business hours of the addressee on a Business Day and if
>   not, on the first Business Day thereafter). Each of the Company and the Rights
>   Agent may from time to time change its address for notice by notice to the
>   other given in the manner aforesaid.

5.10 Costs of Enforcement

The Company agrees that if the Company fails to fulfil any of its obligations
pursuant to this Agreement, then the Company 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; further, 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 Québec 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.

34

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5.15 Coming Into Effect

This Agreement is effective from the date hereof (the "Effective Date") At
the first meeting of holders of Voting Shares of the Company following the
Effective Date, to take place not later than October 9, 2002, the Company shall
request confirmation of this Agreement by the holders of its Voting Shares. If
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 at such
meeting as well as by any other requisite majority of shareholders as required
any governmental or regulatory authority having jurisdiction over the Company,
including, without limiting the generality of the foregoing, The Toronto Stock
Exchange, then this Agreement and all outstanding Rights shall terminate and be
void and of no further force and effect on and from the close of business on the
date of termination of such meeting.

5.16 Reconfirmation

This Agreement must be reconfirmed by a resolution passed by a majority of
greater than 50 percent of the votes cast by all holders of Voting Shares who
vote in respect of such reconfirmation at the annual meeting of the Company to
be held in 2005 and at every third annual meeting of the Company thereafter. If
the Agreement is not so reconfirmed or is not presented for reconfirmation at
such annual meeting, the 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 (h) hereof), prior to the date upon which this
Agreement would otherwise terminate pursuant to this Section 5.16.

5.17 Determinations and Actions by the Board of Directors

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

5.18

Time shall be of the essence in this Agreement.

5.19 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.

35

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

RICHMONT MINES INC.By: _____________________Martin RivardExecutive Vice-PresidentBy: _____________________Jean-Yves LalibertéVice-President, FinanceCOMPUTERSHARE TRUST COMPANY
      OFCANADABy: _____________________Annick MorencyBy: _____________________Jeff Mackean


36

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ATTACHMENT 1

RICHMONT MINES INC.

SHAREHOLDER RIGHTS PLAN AGREEMENT

[Form of Rights Certificate]

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

THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE
SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER 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 April 9, 2002, as the same
may be amended or supplemented from time to time (the "Shareholder Rights
Agreement"), between Richmont Mines Inc., a company duly incorporated under Part
IA of the Companies Act (Québec) (the "Company") and Computershare Trust
Company of Canada, a trust company incorporated under the laws of Canada (the
"Rights Agent") (which term shall include any successor Rights Agent under the
Shareholder Rights Agreement), to purchase from the Company at any time after
the Separation Time (as such term is defined in the Shareholder Rights
Agreement) and prior to the Expiration Time (as such term is defined in the
Shareholder Rights Agreement), one fully paid common share of the Company (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 any of the cities of Toronto and Montreal. The
Exercise Price shall initially be $21.75 (Cdn.) per Right and shall be subject
to adjustment in certain events as provided in the Shareholder Rights Agreement.

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

This Rights Certificate is subject to all of the terms and provisions of the
Shareholder Rights Agreement, which terms and provisions are incorporated herein
by reference and made a part hereof and to which Shareholder Rights Agreement
reference is hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Rights Agent, the
Company and the holders of the Rights Certificates. Copies of the Shareholder
Rights Agreement are on file at the registered office of the Company.

This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to

37

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the aggregate number of Rights evidenced by the Rights Certificate or Rights
Certificates surrendered. If this Rights Certificate shall be exercised in part,
the registered holder shall be entitled to receive, upon surrender hereof,
another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.

Subject to the provisions of the Shareholder Rights
Agreement, the Rights evidenced by this Certificate may be redeemed by the
Company at a redemption price of $0.000001 per Right, subject to adjustment in
certain events, under certain circumstances at its option.

No fractional Common Shares will be issued upon the exercise of any Rights
evidenced hereby, but in lieu thereof a cash payment will be made, as provided
in the Shareholder Rights Agreement.

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 Agreement or herein be
construed to confer upon the holder hereof, as such, any of the Rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders 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 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 Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company and its
corporate seal.

|Date:
    ___________________      |                                
|---------------------------------- | -------------------------------
|                                   |                                
|RICHMONT MINES INC.                |                                
|By:
    ______________________     | By:
    _______________________
|President                          | Corporate Secretary            
|                                   |                                
|Countersigned:                     |                                
|COMPUTERSHARE TRUST
    COMPANY OF |                                
|CANADA                             |                                
|By:
    ________________________   |                                
|Authorized Signature               |                                

38

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FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer
the Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby
sells, assigns and transfers unto
________________________________________________________________  (Please
print name and address of transferee.)

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

Dated: __________________

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

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, 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 Common Shares, that the Rights
evidenced by this Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or an
Affiliate or Associate thereof or 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 Agreement.

________________________________Signature


-------------------------------------
(To be attached to each Rights Certificate)

39

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FORM OF ELECTION TO EXERCISE

(To be exercised by the registered holder if such holder desires to exercise
the Rights Certificate.)
TO: __________________________________
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 Number or other taxpayer identification number.
If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:
____________________________________
(Name)
____________________________________
(Address)
____________________________________
(City and Province)
_________________________________________________________________
Social Insurance Number or other taxpayer identification number.
Dated: ______________________________

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

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

-------------------------------------

40

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CERTIFICATE (To be completed if true.)

The undersigned party exercising Rights hereunder, hereby represents, for the
benefit of all holders of Rights and Common Shares, that the Rights evidenced by
this Rights Certificate are not, and, to the knowledge of the undersigned, have
never been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof or 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 Agreement.

______________________________Signature


-------------------------------------
(To be attached to each Rights Certificate)

NOTICE

In the event the certification set forth above in the Forms of Assignment and
Election is not completed, the Company will deem the Beneficial Owner of the
Rights evidenced by this Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof. No Rights Certificates shall be issued in
exchange for a Rights Certificate owned or deemed to have been owned by an
Acquiring Person or an Affiliate or Associate thereof, or by a Person acting
jointly or in concert with an Acquiring Person or an Affiliate or Associate
thereof.

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