---

EXHIBIT 2.1

---

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.

---

SHAREHOLDER RIGHTS PLAN AGREEMENT
TABLE OF CONTENTS

|ARTICLE 1 - INTERPRETATION            | 1                                                                    
|------------------------------------- | ---------------------------------------------------------------------
|1.1                                   | CERTAIN
    DEFINITIONS                                              
|1.2                                   | CURRENCY                                                             
|1.3                                   | HEADINGS                                                             
|1.4                                   | CALCULATION OF NUMBER AND PERCENTAGE OF BENEFICIAL OWNERSHIP         
|                                      | OF OUTSTANDING
    VOTING SHARES                                     
|1.5                                   | ACTING JOINTLY OR
    IN CONCERT                                     
|1.6                                   | GENERALLY
    ACCEPTED ACCOUNTING PRINCIPLES                         
|ARTICLE 2 - THE RIGHTS                | 13                                                                   
|2.1                                   | ISSUANCE AND
    EVIDENCE OF RIGHTS                                  
|2.2                                   | INITIAL EXERCISE
    PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS.
|2.3                                   | ADJUSTMENTS TO
    EXERCISE PRICE; NUMBER OF RIGHTS                  
|2.4                                   | DATE ON WHICH
    EXERCISE IS EFFECTIVE                              
|2.5                                   | EXECUTION,
    AUTHENTICATION, DELIVERY AND DATING OF RIGHTS         
|                                      | CERTIFICATES                                                         
|2.6                                   | REGISTRATION,
    TRANSFER AND EXCHANGE                              
|2.7                                   | MUTILATED,
    DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES        
|2.8                                   | PERSONS DEEMED
    OWNERS OF RIGHTS                                  
|2.9                                   | DELIVERY AND
    CANCELLATION OF CERTIFICATES                        
|2.10                                  | AGREEMENT OF
    RIGHTS HOLDERS                                      
|2.11                                  | RIGHTS
    CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER               
|ARTICLE 3 - ADJUSTMENTS TO THE RIGHTS | 24                                                                   
|3.1                                   | FLIP-IN EVENT                                                        
|ARTICLE 4 - THE RIGHTS AGENT          | 25                                                                   
|4.1                                   | GENERAL                                                              
|4.2                                   | MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF           
|                                      | RIGHTS AGENT                                                         
|4.3                                   | DUTIES OF RIGHTS
    AGENT                                           
|4.4                                   | CHANGE OF RIGHTS
    AGENT                                           
|ARTICLE 5 - MISCELLANEOUS             | 29                                                                   
|5.1                                   | REDEMPTION AND
    WAIVER                                            

i

---



|     |                                                          |   
|---- | -------------------------------------------------------- | --
|     |                                                          |   
|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

---

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
1.1Certain Definitions

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

(a) "Acquiring
Person" means any Person who is the Beneficial Owner of 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

1

---



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

2

---



(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

---



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;

4

---



(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

5

---



(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;

6

---



(aa)

(bb)

(i)

(ii)

(iii)

(iv)

(v)

(cc)

(i)

(ii)

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)

7

---



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

---

(ee)"1933
Securities Act"means the Securities Act of
1933 of the United States, as amended, and the rules and regulations
thereunder, as now in effect or as the same may from time to time be amended,
re-enacted or replaced;

(ff) "1934
Exchange Act"means the Securities Exchange Act
of 1934 of the United States, as amended, and the rules and regulations
thereunder as now in effect or as the same may from time to time be amended,
re-enacted or replaced;

(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

---



(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

---



(ss) "Securities
Act(Québec)"means the Securities Act,
R.S.Q., c. V-1.1, as amended, and the regulations thereunder, and any comparable
or successor laws or regulations thereto;

(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

---



(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.                                                  

12

---

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.
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 Issuance and Evidence of Rights
(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
13
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.
(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 Initial Exercise Price; Exercise of Rights; Detachment of Rights
(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,
14
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.
(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.
15
(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 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
16
Common Shares or other securities of the Company)
other than pursuant to any optional stock dividend program;
(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
17
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.
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
18
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 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
19
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 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
20
holder of record of the Common Shares or other securities, if applicable,
represented thereon, and such certificate shall be dated the date upon which the
Rights Certificate evidencing such Rights was duly surrendered in accordance
with Subsection 2.2(d) (together with a duly completed Election to Exercise) and
payment of the Exercise Price for such Rights (and any applicable transfer taxes
and other governmental charges payable by the exercising holder hereunder) was
made; provided, however, that if the date of such surrender and payment is a
date upon which the Common Share transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day on which the
Common Share transfer books of the Company are open.
2.5 Execution, Authentication, Delivery and Dating of Rights Certificates
(a) The Rights Certificates shall
be executed on behalf of the Company by 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 Registration, Transfer and Exchange
(a) The Company will cause to be
kept a register (the "Rights Register") in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
and transfer of Rights. The Rights Agent is hereby appointed registrar for the
Rights (the "Rights Registrar") for the purpose of maintaining the Rights
Register for the Company and registering Rights and transfers of Rights as
herein provided and the Rights Agent hereby accepts such appointment. 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
21
same benefits under this Agreement as the Rights
surrendered upon such registration of transfer or exchange.
(c) Every Rights Certificate
surrendered for registration of transfer or exchange shall be duly endorsed, or
be accompanied by a written instrument of transfer 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 Mutilated, Destroyed, Lost and Stolen Rights Certificates
(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
22
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).
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
23
(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 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 Flip-in Event
(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
24
Person), where such transferee becomes a transferee
concurrently with or subsequent to the Acquiring Person becoming such in a
transfer that the Board of Directors has determined is part of a plan,
arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of
an Acquiring Person or any Person acting jointly or in concert with an Acquiring
Person or any 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 General
(a) The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions 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
25
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 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 Merger, Amalgamation or Consolidation or Change of Name of Rights
Agent
(a) Any company into which the
Rights Agent may be merged or amalgamated or with which it may be consolidated,
or any company resulting from any merger, amalgamation, statutory arrangement or
consolidation to which the Rights Agent is a party, or any company succeeding to
the 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.
26
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
(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
Section 5.9. Failure to give any notice provided for in this Section 4.4,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of any successor
Rights Agent, as the case may be.
ARTICLE 5 - MISCELLANEOUS

5.1 Redemption and Waiver
(a) 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
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 Supplements and Amendments
(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
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
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 Fractional Rights and Fractional Shares
(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
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 Notices
(a) Notices or demands authorized
or required by this Agreement to be given or made by the Rights Agent or by the
holder of any Rights to or on the Company shall be sufficiently given or made if
delivered, sent by registered or certified mail, postage prepaid (until another
address is filed in writing with the Rights Agent), or sent by facsimile or
other form of recorded electronic communication, charges prepaid and confirmed
in writing, as follows:
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 1800 McGill College Ave., 6th Floor 
Montreal, Québec H3A 3K9
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
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
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 of the Essence
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.
35IN 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 Rivard                     
| | Executive Vice-President          
| |                                   
| | By:
    ____________________      
| | Jean-Yves Laliberté               
| | Vice-President, Finance           
| |                                   
| | COMPUTERSHARE
    TRUST COMPANY OF
| | CANADA                            
| |                                   
| | By:
    ____________________      
| | Annick Morency                    
| |                                   
| | By:
    ____________________      
| | Jeff Mackean                      

36

---

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

---

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

---

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

---

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

---

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.

41

---