exv4w1



 





AMENDED AND RESTATED

SHAREHOLDER RIGHTS PLAN AGREEMENT


(amending and restating the Rights Agreement dated as of April 24, 1996, as
amended by an Amending Agreement dated as of June 30, 1999)



Dated as of May 20, 2004



BETWEEN



GOLDEN STAR RESOURCES LTD.



and



CIBC MELLON TRUST COMPANY



as Rights Agent



FASKEN MARTINEAU DUMOULIN LLP

Toronto-Dominion Bank Tower

Box 20, Suite 4200

Toronto Dominion Centre

Toronto, Canada M5K 1N6



 









 




TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE 1	 	INTERPRETATION
	 	 	2	 
	 	1.1	 	 	Certain Definitions
	 	 	2	 
	 	1.2	 	 	Currency
	 	 	15	 
	 	1.3	 	 	Number and Gender
	 	 	15	 
	 	1.4	 	 	Descriptive Headings and References
	 	 	15	 
	 	1.5	 	 	Acting Jointly or in Concert
	 	 	15	 
	 	1.6	 	 	Holder
	 	 	15	 
	 	1.7	 	 	Calculation of Voting Shares Beneficially Owned
	 	 	16	 
	ARTICLE 2	 	THE RIGHTS
	 	 	16	 
	 	2.1	 	 	Legend on Voting Share Certificates
	 	 	16	 
	 	2.2	 	 	Initial Exercise Price; Exercise of Rights; Detachment of Rights
	 	 	17	 
	 	2.3	 	 	Adjustments to Exercise Price; Number of Rights
	 	 	20	 
	 	2.4	 	 	Date on Which Exercise is Effective
	 	 	26	 
	 	2.5	 	 	Execution, Authentication, Delivery and Dating of Rights Certificates
	 	 	26	 
	 	2.6	 	 	Registration, Registration of Transfer and Exchange
	 	 	27	 
	 	2.7	 	 	Mutilated, Destroyed, Lost and Stolen Rights Certificates
	 	 	28	 
	 	2.8	 	 	Persons Deemed Owners
	 	 	28	 
	 	2.9	 	 	Delivery and Cancellation of Certificates
	 	 	29	 
	 	2.10	 	 	Agreement of Rights Holders
	 	 	29	 
	ARTICLE 3	 	ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF A FLIP-IN EVENT
	 	 	30	 
	 	3.1	 	 	Flip-in Event
	 	 	30	 
	ARTICLE 4	 	THE RIGHTS AGENT
	 	 	31	 
	 	4.1	 	 	General
	 	 	31	 
	 	4.2	 	 	Merger, Amalgamation or Consolidation or Change of Name of Rights Agent
	 	 	32	 
	 	4.3	 	 	Duties of Rights Agent
	 	 	33	 
	 	4.4	 	 	Change of Rights Agent
	 	 	35	 
	ARTICLE 5	 	MISCELLANEOUS
	 	 	36	 
	 	5.1	 	 	Redemption and Termination of Rights
	 	 	36	 
	 	5.2	 	 	Waiver of Flip-In Events
	 	 	37	 
	 	5.3	 	 	Expiration
	 	 	37	 
	 	5.4	 	 	Issuance of New Rights Certificates
	 	 	38	 
	 	5.5	 	 	Supplements and Amendments
	 	 	38	 
	 	5.6	 	 	Fractional Rights and Fractional Shares
	 	 	40	 
	 	5.7	 	 	Rights of Action
	 	 	40	 
	 	5.8	 	 	Holder of Rights Not Deemed a Shareholder
	 	 	40	 
	 	5.9	 	 	Notice of Proposed Actions
	 	 	41	 
	 	5.10	 	 	Notices
	 	 	41	 







-i-









 





TABLE OF CONTENTS

(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	5.11	 	 	Costs of Enforcement
	 	 	42	 
	 	5.12	 	 	Successors
	 	 	42	 
	 	5.13	 	 	Benefits of this Agreement
	 	 	42	 
	 	5.14	 	 	Governing Law
	 	 	43	 
	 	5.15	 	 	Language
	 	 	43	 
	 	5.16	 	 	Counterparts
	 	 	43	 
	 	5.17	 	 	Severability
	 	 	43	 
	 	5.18	 	 	Determinations and Actions by the Board of Directors
	 	 	43	 
	 	5.19	 	 	Effective Date and Expiration Time
	 	 	43	 
	 	5.20	 	 	Regulatory Approvals
	 	 	44	 
	 	5.21	 	 	Time of the Essence
	 	 	44	 
	 	5.22	 	 	Declaration as to Non-Canadian Holders
	 	 	44	 







-ii-



 









 





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AMENDED AND RESTATED

SHAREHOLDER RIGHTS PLAN AGREEMENT



AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 20, 2004
between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of
Canada (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company
existing under the laws of Canada, as rights agent (the “Rights Agent”, which
term shall include any successor Rights Agent hereunder), amending and
restating the Rights Agreement dated as of April 24, 1996 between the
Corporation and The R-M Trust Company, as rights agent, as amended pursuant to
an Amending Agreement dated as of June 30, 1999 between the Corporation and
CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent.



     WHEREAS the Corporation and The R-M Trust Company entered into a rights
agreement dated as of April 24, 1996 (the “1996 Rights Plan”) respecting a
shareholder rights plan that was effective until June 30, 1999;



     AND WHEREAS the 1996 Rights Plan was amended by an Amending Agreement
dated as of June 30, 1999 (the “Amending Agreement”) between the Corporation
and the Rights Agent (formerly The R-M Trust Company) that, among other things,
extended the 1996 Rights Plan until June 30, 2004, unless earlier terminated or
extended (the 1996 Rights Plan, as amended by the Amending Agreement, being the
"Original Rights Plan”)



     AND WHEREAS the Board of Directors (as hereinafter defined) has determined
that it is advisable and in the best interests of the Corporation to continue
the Original Rights Plan, by adopting an Amended and Restated Shareholder
Rights Plan Agreement as provided herein (the “Rights Plan”) to take effect on
the Effective Date (as hereinafter defined), subject to approval by the
Independent Shareholders (as hereinafter defined) at the annual and special
meeting of the shareholders of the Corporation scheduled to be held on May 20,
2004, to ensure, to the extent possible, that all shareholders of the
Corporation are treated fairly in connection with any Take-Over Bid (as
hereinafter defined) and, due to the uniqueness of the Corporation’s business,
to ensure that the Board of Directors are provided with sufficient time to
evaluate unsolicited Take-Over Bids and to explore and develop alternatives to
maximize shareholder value;



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




	(a)	 	reconfirmed the distribution of one right (a “Right”) effective at the
Record Time (as hereinafter defined) in respect of each Common Share (as
hereinafter defined) outstanding at the Record Time; and
	 
	(b)	 	reconfirmed its authorization of the issuance of one Right in respect of
each Voting Share issued after the Record Time and prior to the earlier of
the Separation Time (as hereinafter defined) and the Expiration Time (as
hereinafter defined);




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



 









 





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     AND WHEREAS the Rights Agent has agreed to act on behalf of the
Corporation in connection with the issuance, transfer, exchange and replacement
of Rights Certificates (as hereinafter defined), the exercise of Rights and
other matters referred to herein;



     NOW THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the Corporation and the Rights Agent hereby agree
as follows:



ARTICLE 1

INTERPRETATION





	1.1	 	Certain Definitions




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




"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 Corporation or any Subsidiary of the Corporation;
	 
	 	(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)	 	a Permitted Bid Acquisition,
	 
	 	(C)	 	an Exempt Acquisition,
	 
	 	(D)	 	a Convertible Security Acquisition, or
	 
	 	(E)	 	a Pro Rata Acquisition.





	 	 	 	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 a Voting Share Reduction, a Permitted Bid
Acquisition, an Exempt Acquisition, a Convertible Security
Acquisition or a Pro Rata Acquisition, and thereafter becomes the
Beneficial Owner of an additional 1% or more of the outstanding
Voting Shares (other than pursuant to a Voting Share Reduction, a
Permitted Bid Acquisition, an Exempt Acquisition, a Convertible
Security Acquisition or a Pro Rata Acquisition), then as of the
date and time that such Person becomes the Beneficial Owner of such
additional Voting Shares, such Person shall become an Acquiring
Person;
	 
	 	(iii)	 	an underwriter or member of a banking or selling group that
becomes the Beneficial Owner of 20% or more of the outstanding
Voting Shares as a result of an acquisition from the Corporation in
connection with a distribution of securities pursuant to a
prospectus or by way of a private placement; and




 









 





-3-




	 	(iv)	 	a Grandfathered Person, provided, however, that if after the
Record Time such Person becomes the Beneficial Owner of an
additional 1% or more of the outstanding Voting Shares (other than
pursuant to a Voting Share Reduction, a Permitted Bid Acquisition,
an Exempt Acquisition, a Convertible Security Acquisition or a Pro
Rata Acquisition), then as of the date and time that such Person
becomes the Beneficial Owner of such additional Voting Shares, such
Person shall become an Acquiring Person.





"Affiliate”, when used to indicate a relationship with a specified
corporation, means a Person that directly, or indirectly through one or
more controlled intermediaries, controls, or is a corporation controlled
by, or is a corporation under common control with, such specified
corporation.




"Agreement” means this amended and restated shareholder rights plan
agreement between the Corporation and the Rights Agent, as amended,
supplemented or restated from time to time; “hereof”, “herein”, “hereto”
and similar expressions mean and refer to this Agreement as a whole and
not any particular part of this Agreement.




"Associate”, when used to indicate a relationship with a specified
Person, means (i) a spouse of such specified Person, (ii) any Person of
either sex with whom such specified Person is living in a conjugal
relationship outside marriage, or (iii) any relative of such specified
Person or of a Person mentioned in Clause (i) or (ii) of this definition
if that relative has the same residence as the specified Person.




"Beneficial Owner”: a Person shall be deemed the “Beneficial Owner” and
to have “Beneficial Ownership” of and to “Beneficially Own”, any
security:




	 	(i)	 	of which such Person or any of such Person’s Affiliates or
Associates is the owner at law or in equity;
	 
	 	(ii)	 	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 (A)
upon the purchase, exercise, conversion or exchange of any
Convertible Securities, or (B) pursuant to any agreement,
arrangement, pledge or understanding, whether or not in writing, in
each case if such right is then exercisable or exercisable within a
period of 60 days of the date of the determination of Beneficial
Ownership, and whether or not on condition or the happening of any
contingency (other than customary agreements with and between
underwriters and members of banking groups or selling groups with
respect to a distribution of securities pursuant to a prospectus or
by way of a private placement and other than pursuant to pledges of
securities in the ordinary course of business); and
	 
	 	(iii)	 	which is Beneficially Owned within the meaning of Clause (i)
or (ii) of this definition by any other Person with which, and in
respect of which security, 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 by reason of:



 









 





-4-




	 	(1)	 	such security having been deposited or tendered pursuant to a
Take-Over Bid made by such Person, any of such Person’s Affiliates
or Associates or any other Person with which, and in respect of
which security, such Person is acting jointly or in concert, until
such deposited or tendered security has been accepted
unconditionally for payment or exchange or has been taken up and
paid for, whichever shall first occur;
	 
	 	(2)	 	the holder of such security having agreed pursuant to a
Permitted Lock-Up Agreement to deposit or tender such security
pursuant to a Take-Over Bid made by such Person, any of such
Person’s Affiliates or Associates or any other Person with which,
and in respect of which security, such Person is acting jointly or
in concert, until the earliest time at which any such deposited or
tendered security has been accepted unconditionally for payment or
exchange or has been taken up and paid for, whichever shall first
occur;
	 
	 	(3)	 	such Person, for greater certainty, holding such security in
the ordinary course of such Person’s business or activities as
follows:





	 	(A)	 	such Person (in this definition, a “Manager”)
manages investment funds for others (which others may include,
or be limited to, employee benefit plans and pension plans),
if such security is held by the Manager in the performance of
the Manager’s duties for the account of another Person (in
this definition, a “Client”, which term shall include any
non-discretionary account held on behalf of a Client by a
broker or dealer registered under applicable law);
	 
	 	(B)	 	such Person (in this definition, a “Trust
Company”) is licensed as a trust company under applicable law
and, as such, acts as trustee or administrator or in a similar
capacity for the estates of deceased or incompetent Persons
(each, in this definition, an “Estate Account”) or for other
accounts (each, in this definition, an “Other Account”), if
such security is held by the Trust Company for the Estate
Account or for such Other Accounts;
	 
	 	(C)	 	such Person (in this definition, a “Crown Agent”)
is a Crown agent or agency that manages public assets, if such
security is held by the Crown Agent for the purposes of its
activities as Crown Agent;
	 
	 	(D)	 	such Person (in this definition, a “Statutory
Body”) is established by statute for purposes that include the
management of investment funds for employee benefit plans,
pension plans and insurance plans (other than insurance plans
administered by insurance companies) of various public bodies,
if such security is held by the Statutory Body for the
purposes of its activities as Statutory Body; or
	 
	 	(E)	 	such Person (in this definition, an
“Administrator”) is the administrator or trustee of one or
more pension funds or plans (each, in this definition, a




 









 





-5-




"Plan”) registered under the laws of Canada or any province
thereof or the corresponding laws of the jurisdiction by
which such Plan is governed, or is such a Plan, if such
security is held by the Administrator or Plan for the
purposes of its activities as Administrator or Plan;




	 	 	 	but only if the Manager, the Trust Company, the Crown Agent, the
Statutory Body, the Administrator or the Plan, as the case may be,
is not then making or has not publicly announced a current
intention to make a Take-Over Bid, alone or by acting jointly or in
concert with any other Person, other than pursuant to a
distribution by the Corporation or by means of ordinary market
transactions (including pre-arranged trades entered into in the
ordinary course of business of such Person) executed through the
facilities of a stock exchange, securities quotation system or an
organized over-the-counter market;
	 
	 	(4)	 	such Person, for greater certainty, being a Client of the
same Manager as another Person on whose account the Manager holds
such security;
	 
	 	(5)	 	such Person, for greater certainty, having an Estate Account
or an Other Account with the same Trust Company as another Person on
whose account the Trust Company holds such security;
	 
	 	(6)	 	such Person, for greater certainty, being a Plan with the
same Administrator as another Plan on whose account the
Administrator holds such security;
	 
	 	(7)	 	such Person, for greater certainty:





	 	(A)	 	being a Client of a Manager, if such security is
owned at law or in equity by the Manager;
	 
	 	(B)	 	being an Estate Account or an Other Account of a
Trust Company, if such security is owned at law or in equity
by the Trust Company; or
	 
	 	(C)	 	being a Plan, if such security is owned at law or
in equity by the Administrator of the Plan; or





	 	(8)	 	such Person being the registered holder of such security as a
result of carrying on the business of, or acting as nominee for, a
securities depository.





"Board of Directors” means the board of directors of the Corporation or
any duly constituted or empowered committee thereof.




"Business Day” means any day other than a Saturday, a Sunday or a day
that is treated as a holiday in Vancouver, British Columbia.




"Canada Business Corporations Act” means the Canada Business Corporations
Act, R.S.C. 1985, c.C-44, as amended, and the regulations made
thereunder, as now in effect or as the same may from time to time be
amended, re-enacted or replaced.



 









 





-6-




"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.




"Canadian-U.S. Exchange Rate” means on any date the inverse of the
U.S.-Canadian Exchange Rate.




"Close of Business” on any date means the time on such date (or, if such
date is not a Business Day, the time on the next succeeding Business Day)
at which the office of the transfer agent for the Common Shares in
Vancouver, British Columbia (or, after the Separation Time, the office of
the Rights Agent in Vancouver, British Columbia) is closed to the public.




"Common Shares” means the common shares in the capital of the
Corporation.




"Competing Permitted Bid” means a Take-Over Bid that:




	 	(i)	 	is made after a Permitted Bid or another Competing Permitted
Bid has been made and prior to the expiry, termination or withdrawal
of that Permitted Bid or Competing Permitted Bid (in this
definition, the “Prior Bid”);
	 
	 	(ii)	 	satisfies all the provisions of the definition of a Permitted
Bid other than the requirements set out in Clauses (ii)(A) and (D)
of the definition of Permitted Bid; and
	 
	 	(iii)	 	contains, and the take-up and payment for securities
deposited or tendered thereunder are subject to, irrevocable and
unqualified conditions that:





	 	(A)	 	no Voting Shares and/or Convertible Securities
shall be taken up or paid for pursuant to the Take-Over Bid
(x) prior to the Close of Business on a date that is not less
than the later of 35 days after the Offer Date of such
Take-Over Bid constituting the Competing Permitted Bid and 60
days after the Offer Date of the earliest Prior Bid then in
existence, and (y) then only if, at the Close of Business on
the date Voting Shares and/or Convertible Securities are first
taken up or paid for under such Take-Over Bid constituting the
Competing Permitted Bid, more than 50% of the outstanding
Voting Shares and/or Convertible Securities held by
Independent Shareholders have been deposited or tendered
pursuant to such Take-Over Bid and not withdrawn; and
	 
	 	(B)	 	in the event that the requirement set forth in
Subclause (iii)(A)(y) of this definition 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 and/or Convertible Securities for not less than
10 Business Days from the date of such public announcement.





"controlled”: a body corporate is “controlled” by another Person or two
or more Persons acting jointly or in concert if:



 









 





-7-




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





and “controls”, “controlling” and “under common control with” shall be
interpreted accordingly.




"Convertible Securities” means at any time any securities issued by the
Corporation from time to time (other than the Rights) carrying any
purchase, exercise, conversion or exchange right pursuant to which the
holder thereof may acquire Voting Shares or other securities carrying any
purchase, exercise, conversion or exchange right pursuant to which the
holder thereof may acquire Voting Shares (in each case, whether such
right is then exercisable or exercisable within or after a specified
period and whether or not on condition or the happening of any
contingency).




"Convertible Security Acquisition” means the acquisition of Voting Shares
by a Person upon the purchase, exercise, conversion or exchange of
Convertible Securities acquired or received by such Person pursuant to a
Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata
Acquisition.




"Co-Rights Agent” has the meaning attributed thereto in Subsection
4.1(a).




"Effective Date” means the time at which the annual and special meeting
of the holders of Voting Shares scheduled to be held on May 20, 2004
terminates.




"Election to Exercise” shall have the meaning attributed thereto in
Subsection 2.2(d).




"Exempt Acquisition” means an acquisition by a Person of Voting Shares
and/or Convertible Securities (i) in respect of which the Board of
Directors has waived the application of Section 3.1 pursuant to the
provisions of Section 5.2, (ii) pursuant to a regular dividend
reinvestment or other plan of the Corporation made available by the
Corporation to the holders of Voting Shares and/or Convertible Securities
where such plan permits the holder to direct that the dividends paid in
respect of such Voting Shares and/or Convertible Securities be applied to
the purchase from the Corporation of further securities of the
Corporation, (iii) pursuant to a distribution of Voting Shares and/or
Convertible Securities made by the Corporation (A) to the public pursuant
to a prospectus; provided that such Person does not thereby become the
Beneficial Owner of a greater percentage of Voting Shares so offered than
the percentage of Voting Shares Beneficially Owned by such Person
immediately prior to such distribution, or (B) by way of a private
placement; provided that (x) all necessary stock exchange approvals to
such private placement have been obtained and such private placement
complies with the terms and conditions of such approvals, and (y) such
Person does not thereby become the Beneficial Owner of Voting Shares
equal in number to more than 25% of the Voting Shares outstanding
immediately prior to the private placement and, in making this
determination, the securities to be issued to such Person on the private
placement shall be



 









 





-8-




deemed to be held by such Person but shall not be included in the
aggregate number of Voting Shares outstanding immediately prior to the
private placement, or (iv) pursuant to an amalgamation, merger,
arrangement or other statutory procedure requiring shareholder approval.




"Exercise Price” means, as of any date, the price at which a holder may
purchase the securities issuable upon exercise of one whole Right in
accordance with the terms hereof and, subject to adjustment thereof in
accordance with the terms hereof, the Exercise Price shall be:




	 	(i)	 	until the Separation Time, an amount equal to three times the
Market Price, from time to time, per Common Share; and
	 
	 	(ii)	 	from and after the Separation Time, an amount equal to three
times the Market Price, as at the Separation Time, per Common Share.





"Expansion Factor” has the meaning attributed thereto in Subsection
2.3(b)(x).




"Expiration Time” has the meaning attributed thereto in Subsection
5.19(a)(ii).




"Flip-in Event” means a transaction or event in which any Person becomes
an Acquiring Person.




"Grandfathered Person” means any Person who is the Beneficial Owner of
20% or more of the outstanding Voting Shares as determined at the Record
Time; provided, however, that a Person shall cease to be a Grandfathered
Person in the event that such Person ceases to Beneficially Own 20% or
more of the outstanding Voting Shares at any time after the Record Time.




“holder” shall have the meaning attributed thereto in Section 1.6.




"including” and “includes” shall be interpreted on an inclusive basis and
shall be deemed to be followed by the words “without limitation”.




"Independent Shareholders” means holders of outstanding Voting Shares,
excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate
or Associate of any Acquiring Person or Offeror, (iv) any Person acting
jointly or in concert with any Acquiring Person or Offeror, and (v) any
employee benefit plan, share purchase plan, deferred profit sharing plan
or trust for the benefit of employees of the Corporation or a
wholly-owned Subsidiary of the Corporation (unless the beneficiaries of
such plan or trust direct the manner in which such Voting Shares are to
be voted or direct whether the Voting Shares are to be deposited or
tendered to a Take-Over Bid, in which case such plan or trust shall be
considered to be an Independent Shareholder).




"Market Price” per security of any securities on any date means the
average of the daily closing prices per security of such securities
(determined as described below) on each of the 20 consecutive Trading
Days through to and including the Trading Day immediately preceding such
date; provided, however, that if an event of a type analogous to any of
the



 









 





-9-




events described in Section 2.3 shall have caused the closing prices used
to determine the Market Price on any Trading Day not to be fully
comparable with the closing price on such date of determination (or, if
the date of determination is not a Trading Day, on the immediately
preceding Trading Day), each such closing price so used shall be
appropriately adjusted in a manner analogous to the applicable adjustment
provided for in Section 2.3 in order to make it fully comparable with
the closing price on such date of determination (or, if the date of
determination is not a Trading Day, on the immediately preceding Trading
Day).




The closing price per security 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 such security as reported by the principal stock
exchange or securities quotation system in Canada on which such
securities are listed or admitted to trading (based on the volume of
securities traded during the most recently completed financial
year);
	 
	 	(ii)	 	if for any reason none of the prices described in Clause (i)
above are available for such date or the securities are not listed
or admitted to trading on a stock exchange or securities quotation
system in Canada, the last board lot sale price or, if such price is
not available, the average of the closing bid and asked prices, for
each such security on such date as reported by such other securities
exchange or securities quotation system on which such securities are
listed or admitted to trading (and if such securities are listed or
admitted to trading on more than one other stock exchange or
securities quotation system such prices shall be determined based on
the stock exchange or securities quotation system on which such
securities are then listed or admitted to trading on which the
largest number of such securities were traded during the most
recently completed financial year);
	 
	 	(iii)	 	if for any reason none of the prices described in Clauses
(i) and (ii) above are available for such date or the securities are
not listed or admitted to trading on a stock exchange in Canada or
any other securities exchange or securities quotation system, the
last sale price, or if no sale takes place, the average of the high
bid and low asked prices for each such security on such date in the
over-the-counter market, as quoted by any reporting system then in
use (as determined by the Board of Directors); or
	 
	 	(iv)	 	if for such date none of the prices described in Clauses (i),
(ii) and (iii) above are available or the securities are not listed
or admitted to trading on a stock exchange in Canada or any other
securities exchange and are not quoted by any reporting system, the
average of the closing bid and asked prices for such date as
furnished by a professional market maker making a market in the
securities selected in good faith by the Board of Directors;





provided, however, that if on any such date none of such prices is
available, the closing price per security of such securities on such date
shall be the fair value per security of such securities on such date as
determined in good faith by an internationally recognized



 









 





-10-




investment banking firm selected by the Board of Directors. The Market
Price shall be expressed in Canadian dollars and if initially determined
in respect of any day forming part of the 20 consecutive Trading Day
period in question in United States dollars, such amount shall be
translated into Canadian dollars on such date at the Canadian Dollar
Equivalent thereof.




"Offer Date” means the date of a Take-Over Bid.




"Offer to Acquire” shall include:




	 	(i)	 	an offer to purchase, or a solicitation of an offer to sell,
Voting Shares and/or Convertible Securities; and
	 
	 	(ii)	 	an acceptance of an offer to sell Voting Shares and/or
Convertible Securities, 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.




"Offeror” means a Person who has made a public announcement of a current
intention to make or who is making a Take-Over Bid (including a Permitted
Bid or a Competing Permitted Bid), but excluding any Person referred to
in Clause (3) of the definition of Beneficial Owner in the circumstances
described therein.




"Offeror’s Securities” means the aggregate of the Voting Shares
Beneficially Owned on the date of an Offer to Acquire by an Offeror.




"Permitted Bid” means a Take-Over Bid that is made by means of a
take-over bid circular and that also complies with the following
additional provisions:




	 	(i)	 	the Take-Over Bid is made to all holders of Voting Shares of
record, other than the Offeror; and
	 
	 	(ii)	 	the Take-Over Bid contains, and the provisions for take-up
and payment for securities deposited or tendered thereunder are
subject to, irrevocable and unqualified conditions that:





	 	(A)	 	no Voting Shares and/or Convertible Securities
shall be taken up or paid for pursuant to the Take-Over Bid
(x) prior to the Close of Business on a date that is not less
than 60 days following the Offer Date, and (y) then only if,
at the Close of Business on the date Voting Shares and/or
Convertible Securities are first taken up or paid for under
such Take-Over Bid, more than 50% of the outstanding Voting
Shares and/or Convertible Securities held by Independent
Shareholders have been deposited or tendered pursuant to the
Take-Over Bid and not withdrawn;
	 
	 	(B)	 	Voting Shares and/or Convertible Securities may
be deposited or tendered pursuant to such Take-Over Bid,
unless such Take-Over Bid is withdrawn,




 









 





-11-




	 	 	 	at any time prior to the Close of Business on the date Voting
Shares and/or Convertible Securities are first taken up or
paid for under the Take-Over Bid;
	 
	 	(C)	 	any Voting Shares and or Convertible Securities
deposited or tendered pursuant to the Take-Over Bid may be
withdrawn until taken up and paid for; and
	 
	 	(D)	 	in the event that the requirement set forth in
Subclause (ii)(A)(y) of this definition 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 and/or Convertible Securities for not less than
10 Business Days from the date of such public announcement.





"Permitted Bid Acquisition” means an acquisition by a Person of Voting
Shares and/or Convertible Securities pursuant to a Permitted Bid or a
Competing Permitted Bid.




"Permitted Lock-Up Agreement” means an agreement (the “Lock-Up
Agreement”) between a Person and one or more holders of Voting Shares
and/or Convertible Securities (each a “Locked-Up Person”) (the terms of
which are publicly disclosed and a copy of which is made available to the
public (including the Corporation) not later than the date the Lock-Up
Bid (as defined below) is publicly announced or, if the Lock-Up Bid has
been made prior to the date on which such Lock-Up Agreement is entered
into, not later than the date of such Lock-Up Agreement (or, if such date
is not a Business Day, on the Business Day next following such date)),
pursuant to which such Locked-Up Person agrees to deposit or tender
Voting Shares and/or Convertible Securities held by such holder to a
Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person, any
of such Person’s Affiliates or Associates or any other Person with which,
and in respect of which security, such Person is acting jointly or in
concert; provided that:




	 	(i)	 	the Lock-Up Agreement permits such Locked-Up Person to
terminate its obligation to deposit or tender to or not to withdraw
Voting Shares and/or Convertible Securities from the Lock-Up Bid in
order to deposit or tender such securities to another Take-Over Bid
or support another transaction where:





	 	(A)	 	the price or value per Voting Share or
Convertible Security offered under such other Take-Over Bid or
transaction exceeds the price or value per Voting Share or
Convertible Security offered under the Lock-Up Bid;
	 
	 	(B)	 	the price or value per Voting Share or
Convertible Security offered under such other Take-Over Bid or
transaction exceeds by as much as or more than a specified
amount (the “Specified Amount") the price or value per Voting
Share or Convertible Security offered under the Lock-Up Bid,
provided that such Specified Amount is not greater than 7% of
the price or value per Voting Share or Convertible Security
offered under the Lock-Up Bid; or




 









 





-12-




	 	(C)	 	the number of Voting Shares and/or Convertible
Securities to be purchased under such other Take-Over Bid or
transaction exceeds by as much as or more than a specified
number (the “Specified Number”) the number of Voting Shares
and/or Convertible Securities that the Offeror has offered to
purchase under the Lock-Up Bid at a price or value per Voting
Share or Convertible Security that is not less than the price
or value per Voting Share or Convertible Security offered
under the Lock-Up Bid, provided that the Specified Number is
not greater than 7% of the number of Voting Shares and/or
Convertible Securities offered under the Lock-Up Bid;





and for greater certainty, such Lock-Up Agreement may contain a
right of first refusal or require a period of delay to give the
Offeror under the Lock-Up Bid an opportunity to match the higher
price, value or number in such other Take-Over Bid or transaction,
or other similar limitation on a Locked-Up Person’s right to
withdraw Voting Shares from the Lock-Up Agreement, so long as the
limitation does not preclude the exercise by the Locked-Up Person
of the right to withdraw Voting Shares and/or Convertible
Securities in sufficient time to deposit or tender to the other
Take-Over Bid or support the other transaction; and




	 	(ii)	 	no “break-up” fees, “top-up” fees, penalties, expenses or
other amounts that exceed in the aggregate the greater of:





	 	(A)	 	the cash equivalent of 2.5% of the price or value
payable under the Lock-Up Bid to a Locked-Up Person; and
	 
	 	(B)	 	50% of the amount by which the price or value
payable under another Take-Over Bid or other transaction to a
Locked-Up Person exceeds the price or value of the
consideration that such Locked-Up Person would have received
under the Lock-Up Bid,





shall be payable by a Locked-Up Person pursuant to the Lock-Up
Agreement in the event that the Locked-Up Bid is not successfully
concluded or if any Locked-Up Person fails to deposit or tender
Voting Shares and/or Convertible Securities to the Lock-Up Bid or
withdraws Voting Shares and/or Convertible Securities previously
deposited or tendered thereto in order to deposit or tender to
another Take-Over Bid or support another transaction.




"Person” shall include any individual, firm, partnership, syndicate,
association, trust, trustee, executor, administrator, legal personal
representative, government, governmental body or authority, corporation
or other incorporated or unincorporated organization.




"Pro Rata Acquisition” means an acquisition by a Person of Voting Shares
and/or Convertible Securities (i) as a result of a stock dividend, a
stock split or other event pursuant to which such Person receives or
acquires Voting Shares and/or Convertible Securities on the same pro rata
basis as all other holders of Voting Shares and/or Convertible Securities
of the same class or series; or (ii) pursuant to the receipt or



 









 





-13-




exercise of rights (other than the Rights) to subscribe for or purchase
Voting Shares and/or Convertible Securities issued by the Corporation on
the same pro rata basis to all of the holders of Voting Shares and/or
Convertible Securities of the same class or series, provided that such
rights are acquired directly from the Corporation; and further provided,
in either case, that such Person does not thereby become the Beneficial
Owner of a greater percentage of Voting Shares than the percentage of
Voting Shares Beneficially Owned by such Person immediately prior to such
acquisition.




"Record Time” means 5:00 p.m. (Vancouver time) on May 20, 2004.




"Redemption Price” shall have the meaning attributed thereto in
Subsection 5.1(a).




"Regular Periodic Cash Dividend” shall have the meaning attributed
thereto in Subsection 2.3(d).




"Rights” means the herein described rights to purchase securities
pursuant to the terms and subject to the conditions set forth herein.




"Rights Certificate” means a certificate representing the Rights after
the Separation Time which shall be substantially in the form attached
hereto as Exhibit A or such other form as the Corporation and the Rights
Agent may agree.




"Rights Register” and “Rights Registrar” shall each have the meaning
attributed thereto in Subsection 2.6(a).




"Securities Act (British Columbia)” means the Securities Act, S.B.C.
1985, chapter 85, as amended, and the rules and regulations made
thereunder, as now in effect or as the same may from time to time be
amended, re-enacted or replaced.




"Separation Time” means the Close of Business on the tenth Trading Day
after the earliest of:




	 	(i)	 	the Stock Acquisition Date;
	 
	 	(ii)	 	the date of the commencement of, or first public announcement
of the current intention of any Person (other than the Corporation
or any Subsidiary of the Corporation) to commence, a Take-Over Bid
(other than a Permitted Bid or Competing Permitted Bid so long as
such Take-Over Bid continues to satisfy the requirements of a
Permitted Bid or a Competing Permitted Bid); and
	 
	 	(iii)	 	the date upon which a Permitted Bid or Competing Permitted
Bid ceases to be a Permitted Bid or a Competing Permitted Bid, as
applicable;





or such later date as may be determined by the Board of Directors in good
faith, provided, however, that if any Take-Over Bid referred to in Clause
(ii) above expires or is 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.



 









 





-14-




"Stock Acquisition Date” means the first date of public announcement
(which, for purposes of this definition, shall include a report filed
pursuant to the Securities Act (British Columbia), the 1934 Exchange Act
or any other applicable securities laws) by the Corporation or an
Acquiring Person of facts indicating that a Person has become an
Acquiring Person.




"Subsidiary”: a body corporate is a Subsidiary of another body corporate
if:




	 	(i)	 	it is controlled by (A) that other, or (B) that other and one
or more bodies corporate, each of which is controlled by that other,
or (C) two or more bodies corporate, each of which is controlled by
that other; or
	 
	 	(ii)	 	it is a Subsidiary of a body corporate that is that other’s
Subsidiary.





"Take-Over Bid” means an Offer to Acquire Voting Shares and/or
Convertible Securities where the Voting Shares and/or Convertible
Securities subject to the Offer to Acquire, together with the Offeror’s
Securities, constitute in the aggregate 20% or more of the outstanding
Voting Shares and/or Convertible Securities at the date of the Offer to
Acquire.




"Termination Time” means the time at which the right to exercise Rights
shall terminate pursuant to Section 5.1.




"Trading Day”, when used with respect to any securities, means a day on
which the principal stock exchange or securities quotation system in
Canada on which such securities are listed or admitted to trading is open
for the transaction of business or, if the securities are not listed or
admitted to trading on any stock exchange or securities quotation system
in Canada, a Business Day.




"TSX” means the Toronto Stock Exchange.




"U.S.-Canadian Exchange Rate” means on any date:




	 	(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 on such date for the conversion
of one United States dollar into Canadian dollars which is
calculated in the manner which shall be determined by the Board of
Directors from time to time acting in good faith.





"U.S. Dollar Equivalent” of any amount which is expressed in Canadian
dollars means on any date the United States dollar equivalent of such
amount determined by reference to the Canadian-U.S. Exchange Rate in
effect on such date.




"Voting Share Reduction” means an acquisition or a redemption by the
Corporation of Voting Shares and/or Convertible Securities which, by
reducing the number of outstanding Voting Shares and/or Convertible
Securities, increases the percentage of Voting Shares Beneficially Owned
by any Person.



 









 





-15-




"Voting Shares” means collectively the Common Shares and any other shares
in the capital stock or voting interests issued by the Corporation, the
holders of which are entitled to vote generally in the election of
directors.




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




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




	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	 	Number and Gender




     Wherever the context so requires, terms used herein importing the singular
number only shall include the plural and vice versa and words importing any one
gender shall include all others.




	1.4	 	Descriptive Headings and References




     Descriptive headings and the Table of Contents appear herein for
convenience of reference only and shall not affect the meaning or construction
of any of the provisions hereof. All references to Articles, Sections,
Subsections, Clauses and Exhibits are to the articles, sections, subsections,
clauses and exhibits forming part of this Agreement unless otherwise indicated.
The words “hereto”, “herein”, “hereof”, “hereunder”, “this Agreement” and
similar expressions refer to this Agreement including the Exhibits, as the same
may be amended, supplemented or restated from time to time.




	1.5	 	Acting Jointly or in Concert




     For purposes of this Agreement, a Person is acting jointly or in concert
with every other Person who is a party to any agreement, commitment or
understanding, whether formal or informal and whether or not in writing, with
the first mentioned Person to acquire or Offer to Acquire Voting Shares and/or
Convertible Securities (other than customary agreements with and between
underwriters and/or members of banking groups and/or selling group members with
respect to a distribution of securities pursuant to a prospectus or by way of a
private placement and other than pursuant to pledges of securities in the
ordinary course of business).




	1.6	 	Holder




     As used in this Agreement, unless the context otherwise requires, the term
“holder” of any Rights means the registered holder of such Rights (or, prior to
the Separation Time, of the associated Common Shares).



 









 





-16-




	1.7	 	Calculation of Voting Shares Beneficially Owned




     For the purposes of this Agreement, the percentage of Voting Shares
Beneficially Owned by a Person shall be and be deemed to be the product
determined by the formula:



	 	 	 	 	 
	100

	 	x
	 	A
	

	 	 	 	
 
	

	 	 	 	B







     where



	 	 	 	 	 	 	 
	

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

	 	B
	 	=
	 	the number of votes for the
election of all directors generally attaching to
all outstanding Voting Shares.







     Where a Person is deemed to Beneficially Own unissued Voting Shares, such
Voting Shares shall be deemed to be outstanding for the purposes of both A and
B above, but no other unissued Voting Shares shall, for the purposes of such
calculation, be deemed to be outstanding.



ARTICLE 2

THE RIGHTS





	2.1	 	Legend on Voting Share Certificates




     Voting Share certificates issued after the Record Time and prior to the
Close of Business on the earlier of the Separation Time and the Expiration Time
shall evidence one Right for each Voting Share represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them prior to
the Effective Date the legend set forth in Section 2.1 of the 1996 Rights Plan
and which legend shall be deemed to be amended for all purposes to read the
same as the legend set forth below, and after the Effective Date the following
legend:




“Until the Separation Time (as such term is defined in the
Shareholder Rights Plan Agreement referred to below), this
certificate also evidences and entitles the holder hereof to
certain Rights as set forth in an Amended and Restated Shareholder
Rights Plan Agreement dated as of May 20, 2004, as amended,
supplemented or restated from time to time (the “Rights
Agreement”) between Golden Star Resources Ltd. (the “Corporation”)
and CIBC Mellon Trust Company, as Rights Agent, the terms of which
are hereby incorporated herein by reference and a copy of which is
on file and may be inspected during normal business hours at the
registered office of the Corporation. In certain circumstances,
as set forth in the Rights Agreement, such Rights may be amended,
may be redeemed, may expire, may become null and void or may be
evidenced by separate certificates and may no longer be evidenced
by this certificate. The Corporation will mail or arrange for the
mailing of a copy of the



 









 





-17-




Rights Agreement to the holder of this certificate without charge
as soon as practicable after the receipt of a written request
therefor.”


Certificates representing Voting Shares that are issued and outstanding at the
Record Time shall also evidence one Right for each Voting Share evidenced
thereby, notwithstanding the absence of the foregoing legend, until the earlier
of the Separation Time and the Expiration Time. Following the Separation Time,
Rights will be evidenced by Rights Certificates issued pursuant to Section 2.2
hereof.




	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 (which Exercise Price and number of Common Shares are
subject to adjustment as set forth below) or its U.S. Dollar
Equivalent as at the Business Day immediately preceding the day on
which such Right is exercised. Notwithstanding any other provision
of this Agreement, any Rights held by the Corporation or any of its
Subsidiaries shall be null and void.
	 
	 	(b)	 	Until the Separation Time, (i) the Rights shall not be
exercisable and no Right may be exercised, and (ii) for
administrative purposes, each Right will be evidenced by the
certificate for the associated Voting Share registered in the name
of the holder thereof (which certificate shall be deemed to
represent a Rights Certificate) and will be transferable only
together with, and will be transferred by a transfer of, such
associated Voting Share.
	 
	 	(c)	 	From and after the Separation Time and prior to the
Expiration Time, the Rights may be exercised and the registration
and transfer of the Rights shall be separate from and independent of
Voting Shares. Promptly following the Separation Time, the
Corporation will prepare and the Rights Agent will mail to each
holder of record of Voting Shares as of the Separation Time (other
than an Acquiring Person, any other Person whose Rights are or
become null and void pursuant to the provisions of Subsection 3.1(b)
and, in respect of any Rights Beneficially Owned by such Acquiring
Person which are not held of record by such Acquiring Person, the
holder of record of such Rights), at such holder’s address as shown
by the records of the Corporation (the Corporation hereby agreeing
to furnish copies of such records to the Rights Agent for this
purpose):





	 	(i)	 	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 Corporation may deem appropriate and as
are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or
regulation or judicial or administrative order made pursuant
thereto or with any rule or regulation of any self-regulatory
organization, stock exchange or securities




 









 





-18-




	 	 	 	quotation system on which the Rights may from time to time be
listed or traded, or to conform to usage; and
	 
	 	(ii)	 	a disclosure statement prepared by the
Corporation describing the Rights;





provided, however, that a nominee shall be sent the materials
provided for in Clauses (i) and (ii) above only in respect of
Voting Shares held of record by it which are not Beneficially Owned
by an Acquiring Person. In order for the Corporation to determine
whether any Person is holding Voting Shares which are Beneficially
Owned by another Person, the Corporation may require such
first-mentioned Person to furnish such information and
documentation as the Corporation deems necessary or appropriate to
make such determination.




	 	(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 at its principal office in Vancouver,
British Columbia or, with the approval of the Rights Agent, at any
other office of the Rights Agent in the cities designated from time
to time for that purpose by the Corporation:





	 	(i)	 	the Rights Certificate evidencing such Rights
with an election to exercise (an “Election to Exercise”)
substantially in the form attached to the Rights Certificate
appropriately completed and duly executed by the holder or his
executors or administrators or other personal representatives
or his legal attorney duly appointed by an instrument in
writing in form and executed in a manner satisfactory to the
Rights Agent; and
	 
	 	(ii)	 	payment by certified cheque, banker’s draft or
money order payable to the order of the Corporation, of a sum
equal to the Exercise Price multiplied by the number of Rights
being exercised and a sum sufficient to cover any transfer tax
or charge which may be payable in respect of the transfer or
delivery of Rights Certificates or the issuance or delivery of
certificates for Voting Shares in a name other than that of
the holder of the Rights being exercised.





	 	(e)	 	Upon receipt of a Rights Certificate, with a completed
Election to Exercise appropriately completed and duly executed which
does not indicate that such Right is null and void as provided by
Subsection 3.1(b), accompanied by payment as set forth in Clause
2.2(d)(ii), the Rights Agent (unless otherwise instructed in writing
by the Corporation) will thereupon promptly:





	 	(i)	 	requisition from the transfer agent of the Common
Shares certificates for the number of Common Shares to be
purchased (the Corporation hereby irrevocably agreeing to
authorize its transfer agent to comply with all such
requisitions);
	 
	 	(ii)	 	after receipt of such certificates referred to in
Clause 2.2(e)(i), deliver such certificates to or upon the
order of the registered holder of such Rights




 









 





-19-




	 	 	 	Certificate, registered in such name or names as may be
designated by such holder;
	 
	 	(iii)	 	when appropriate, requisition from the
Corporation the amount of cash to be paid in lieu of issuing
fractional Common Shares or fractional Rights;
	 
	 	(iv)	 	after receipt, deliver such cash referred to in
Clause 2.2(e)(iii) to or to the order of the registered holder
of the Rights Certificate; and
	 
	 	(v)	 	tender to the Corporation all payments received
upon exercise of the 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 will
be issued by the Rights Agent to such holder or to such holder’s
duly authorized assigns.
	 
	 	(g)	 	The Corporation covenants and agrees that it will:





	 	(i)	 	take all such action as may be necessary and
within its power to ensure that all securities delivered upon
exercise of Rights shall, at the time of delivery of the
certificates for such securities (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 any applicable requirements of
the Canada Business Corporations Act, the Securities Act
(British Columbia), the securities acts or comparable
legislation of each of the other provinces of Canada, the 1933
Securities Act and the 1934 Exchange Act 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 upon
issuance on the TSX and each other stock exchange and/or
securities quotation system on which the Common Shares are
then listed or admitted to trading at that time;
	 
	 	(iv)	 	cause to be reserved and kept available out of
its authorized and unissued Common Shares the number of Common
Shares that, as provided in this Agreement, will from time to
time be sufficient to permit the exercise in full of all
outstanding Rights; and
	 
	 	(v)	 	pay when due and payable any and all Canadian and
United States federal, provincial and state transfer taxes
(for greater certainty not including any income taxes or
capital gains of the holder or exercising holder or any
liability of the Corporation to withhold tax) and charges
which may be




 









 





-20-




	 	 	 	payable in respect of the original issuance or delivery of
the Rights Certificates or certificates for Common Shares,
provided that the Corporation shall not be required to pay
any transfer tax or charge which may be payable in respect of
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.





	2.3	 	Adjustments to Exercise Price; Number of Rights





	 	(a)	 	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.
	 
	 	(b)	 	In the event the Corporation shall at any time after the
Record Time and prior to the Expiration Time:





	 	(i)	 	declare or pay a dividend on the Common Shares
payable in Common Shares or other capital stock of the
Corporation (or Convertible Securities) other than pursuant to
any optional stock dividend program, dividend reinvestment
plan or dividend payable in Common Shares in lieu of a regular
periodic cash dividend;
	 
	 	(ii)	 	subdivide or change the outstanding Common Shares
into a greater number of Common Shares;
	 
	 	(iii)	 	consolidate or change the outstanding Common
Shares into a smaller number of Common Shares; or
	 
	 	(iv)	 	issue any Common Shares or other capital stock of
the Corporation (or Convertible Securities) in respect of, in
lieu of, or in exchange for existing Common Shares;





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 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 shall 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 (assuming
the exercise of all such purchase, exercise, conversion or
exchange rights, if any); and




 









 





-21-




	 	(y)	 	each Right held prior to such adjustment shall
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
Common Shares issued or issuable 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
thereof. To the extent that such rights of purchase, exercise,
conversion or exchange are not exercised prior to the expiration
thereof, the Exercise Price shall be readjusted to the Exercise
Price which would then be in effect based on the number of Common
Shares (or Convertible Securities) actually issued upon the
exercise of such rights.




If after the Record Time and prior to the Expiration Time the
Corporation shall issue any shares of capital stock other than
Common Shares in a transaction of a type described in Clause
2.3(b)(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 Corporation and the
Rights Agent shall amend or supplement 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, the adjustment provided for in
this Section 2.3 shall be in addition to, and shall be made prior
to, any adjustment required pursuant to Section 3.1. Adjustments
pursuant to Section 2.3 shall be made successively, whenever an
event referred to in Section 2.3 occurs.




If the Corporation 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(b), 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.




	 	(c)	 	In the event the Corporation shall at any time after the
Record Time and prior to the Separation Time fix a record date for
the issuance to all holders of Common Shares of rights, options or
warrants entitling them (for a period expiring within 45 days after
such record date) to subscribe for or purchase Common Shares (or
Convertible Securities pursuant to which the holder may acquire
Common Shares) at a price per Common Share (or, if a Convertible
Security having a purchase, exercise, conversion or exchange price,
including the price required to be paid to purchase such convertible
or exchangeable security or right, per share) less than 90% of the
Market Price per Common Share on such record date, the Exercise




 









 





-22-




	 	 	 	Price shall be adjusted in the manner set forth below. The
Exercise Price in effect after such record date shall equal the
Exercise Price in effect immediately prior to such record date
multiplied by a fraction, of which the numerator 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 of which the denominator
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 shall 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. To the extent that such rights of
purchase, exercise, conversion or exchange are not exercised prior
to the expiration thereof, the Exercise Price shall be readjusted
to the Exercise Price which would then be in effect based on the
number of Common Shares (or securities convertible into or
exchangeable for Common Shares) actually issued upon the exercise
of such rights.
	 
	 	 	 	Such adjustment shall be made successively whenever such a record
date is fixed. For purposes of this Agreement, the granting of the
right to purchase Common Shares (whether from treasury shares or
otherwise) pursuant to any dividend or interest reinvestment plan
and/or any Common Share purchase plan providing for the
reinvestment of dividends or interest payable on securities of the
Corporation and/or the investment of periodic optional payments
and/or employee benefit or similar plans (so long as such right to
purchase is in no case evidenced by the delivery of rights or
warrants) shall not be deemed to constitute an issue of rights or
warrants by the Corporation; provided, however, that, in the case
of any dividend or interest reinvestment plan, the right to
purchase Common Shares is at a price per share of not less than 90%
of the current market price per share (determined as provided in
such plans) of the Common Shares.
	 
	 	(d)	 	In the event the Corporation 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 of
evidences of indebtedness or assets (other than a Regular Periodic
Cash Dividend (as defined below) or a dividend paid in Common
Shares) or rights, options or warrants (excluding those referred to
in Subsection 2.3(c)), the Exercise Price shall be adjusted. The
Exercise Price in effect after such record date will equal the
Exercise Price in effect immediately prior to such record date less
the fair market value (as determined in good faith by the Board of
Directors) of the portion of the assets, evidences of indebtedness,
rights or warrants so to be distributed applicable to the securities
purchasable




 









 





-23-




	 	 	 	upon exercise of one Right. Such adjustment shall be made
successively whenever such a record date is fixed.
	 
	 	 	 	For the purpose of this Subsection 2.3(d), “Regular Periodic Cash
Dividend” means cash dividends paid at regular intervals in any
fiscal year of the Corporation to the extent that such cash
dividends do not exceed, in the aggregate, the greatest of:





	 	(i)	 	200% of the aggregate amount of cash dividends
declared payable by the Corporation on its Common Shares in
its immediately preceding fiscal year;
	 
	 	(ii)	 	300% of the arithmetic mean of the aggregate
amounts of cash dividends declared payable by the Corporation
on its Common Shares in its three immediately preceding fiscal
years; and
	 
	 	(iii)	 	100% of the aggregate consolidated net income of
the Corporation, before extraordinary items, for its
immediately preceding fiscal year.





	 	(e)	 	Each adjustment made pursuant to this Section 2.3 shall be
made as of:





	 	(i)	 	the payment or effective date for the applicable
dividend, subdivision, change, consolidation or issuance, in
the case of an adjustment made pursuant to Subsection 2.3(b)
above; and
	 
	 	(ii)	 	the record date for the applicable dividend or
distribution, in the case of an adjustment made pursuant to
Subsection 2.3(c) or (d) above subject to readjustment to
reverse same if such distribution shall not be made.





	 	(f)	 	In the event the Corporation 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(b)(i) or (iv), or
if the Corporation shall take any other action (other than the issue
of Common Shares) which might have a negative effect on the holders
of Rights, if the Board of Directors acting in good faith determines
that the adjustments contemplated by Subsections 2.3(b), (c) and (d)
above in connection with such transaction will not appropriately
protect the interests of the holders of Rights, the Board of
Directors may determine what other adjustments to the Exercise
Price, number of Rights and/or securities purchasable upon exercise
of Rights would be appropriate and, notwithstanding Subsections
2.3(b), (c) and (d) above, but subject to the prior consent of the
holders of Common Shares or Rights obtained as set forth in
Subsection 5.5(b) or (c) as applicable, such adjustments, rather
than the adjustments contemplated by Subsections 2.3(b), (c) and (d)
above, shall be made. The Corporation and the Rights Agent shall
amend or supplement this Agreement as appropriate to provide for
such adjustments.




 









 





-24-




	 	(g)	 	Notwithstanding anything herein to the contrary, no
adjustment of the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in
such Exercise Price; provided, however, that any adjustments which
by reason of this Subsection 2.3(g) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment. All adjustments made pursuant to this Section 2.3 shall
be made to the nearest cent or to the nearest ten-thousandth of a
Common Share, as the case may be.
	 
	 	(h)	 	If as a result of an adjustment made pursuant to Section 3.1,
the holder of any Right thereafter exercised shall become entitled
to receive any securities other than Common Shares, thereafter the
number of such other shares so receivable upon exercise of any Right
and the applicable Exercise Price thereof shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
Common Shares contained in the provisions of this Section 2.3 and
the provisions of this Agreement with respect to the Common Shares
shall apply on like terms to any such other securities.
	 
	 	(i)	 	All Rights originally issued by the Corporation subsequent to
any adjustment made to an 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 the Rights, all subject to further adjustment as provided herein.
	 
	 	(j)	 	Unless the Corporation shall have exercised its election, as
provided in Subsection 2.3(k), upon each adjustment of the Exercise
Price as a result of the calculations made in Subsections 2.3(c) and
(d), each Right outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the
adjusted Exercise Price, that number of Common Shares obtained by:





	 	(i)	 	multiplying (A) the number of Common Shares
covered by a Right immediately prior to such adjustment, by
(B) the relevant Exercise Price in effect immediately prior to
such adjustment of the relevant Exercise Price; and
	 
	 	(ii)	 	dividing the product so obtained by the relevant
Exercise Price in effect immediately after such adjustment of
the relevant Exercise Price.





	 	(k)	 	The Corporation may elect on or after the date of any
adjustment of an Exercise Price to adjust the number of Rights, in
lieu of any adjustment in the number of Common Shares purchasable
upon the exercise of a Right. Each of the Rights outstanding after
the adjustment in the number of Rights shall be exercisable for the
number of Common Shares for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become the
number of Rights (calculated to the nearest one ten-thousandth)
obtained by dividing the relevant Exercise Price in effect
immediately prior to adjustment of relevant Exercise Price by the
relevant




 









 





-25-




	 	 	 	Exercise Price in effect immediately after adjustment of the
relevant Exercise Price. The Corporation shall make a public
announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date
may be the date on which the relevant Exercise Price is adjusted or
any day thereafter, but, if the Rights Certificates have been
issued, shall be at least 10 days later than the date of the public
announcement. If Rights Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Subsection
2.3(k), the Corporation shall, as promptly as practicable, cause to
be distributed to holders of record of Rights Certificates on such
record date, Rights Certificates evidencing, subject to Section
5.6, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the
Corporation, shall cause to be distributed to such holders of
record in substitution and replacement for the Rights Certificates
held by such holders prior to the date of adjustment, and upon
surrender thereof if required by the Corporation, new Rights
Certificates evidencing all the Rights to which such holders shall
be entitled after such adjustment. Rights Certificates so to be
distributed shall be issued, executed and countersigned in the
manner provided for herein and may bear, at the option of the
Corporation, the relevant adjusted Exercise Price and shall be
registered in the names of holders of record of Rights Certificates
on the record date specified in the public announcement.
	 
	 	(l)	 	Irrespective of any adjustment or change in the securities
purchasable upon exercise of the Rights, the Rights Certificates
theretofore and thereafter issued may continue to express the
securities so purchasable which were expressed in the initial Rights
Certificates issued hereunder.
	 
	 	(m)	 	In any case in which this Section 2.3 shall require that an
adjustment in the Exercise Price be made effective as of a record
date for a specified event, the Corporation may elect to defer until
the occurrence of such event the issuance to the holder of any Right
exercised after such record date of the number of Common Shares and
other securities of the Corporation, if any, issuable upon such
exercise over and above the number of Common Shares and other
securities of the Corporation, if any, issuable upon such exercise
on the basis of the relevant Exercise Price in effect prior to such
adjustment; provided, however, that the Corporation shall deliver to
such holder a due bill or other appropriate instrument evidencing
such holder’s right to receive such additional Common Shares
(fractional or otherwise) or other securities upon the occurrence of
the event requiring such adjustment.
	 
	 	(n)	 	Notwithstanding anything in this Section 2.3 to the contrary,
the Corporation shall be entitled to make such reductions in the
Exercise Price, in addition to those adjustments expressly required
by this Section 2.3, as and to the extent that in its good faith
judgment the Board of Directors shall determine to be advisable in
order that any (i) subdivision or consolidation of the Common
Shares, (ii) issuance (wholly or in part for cash) of Common Shares
at less than the applicable Market Price, (iii) issuance (wholly for
cash) of any Common Shares or securities




 









 





-26-




	 	 	 	that by their terms are exchangeable for or convertible into or
give a right to acquire Common Shares, (iv) stock dividends, or (v)
issuance of rights, options or warrants referred to in this Section
2.3, hereafter made by the Corporation to holders of its Common
Shares, subject to applicable taxation laws, shall not be taxable
to such shareholders.
	 
	 	(o)	 	After the Separation Time, the Corporation will not, except
as permitted by the provisions hereof, take (or permit any
Subsidiary of the Corporation 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.
	 
	 	(p)	 	Whenever an adjustment to the Exercise Price or a change in
the securities purchasable upon the exercise of Rights is made
pursuant to this Section 2.3, the Corporation shall promptly:





	 	(i)	 	prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for
such adjustment;
	 
	 	(ii)	 	file with the Rights Agent and with each transfer
agent for the Common Shares, a copy of such certificate; and
	 
	 	(iii)	 	cause notice of the particulars of such
adjustment or change to be given to the holders of the Rights.





Failure to file such certificate or to cause such notice to be
given as aforesaid, or any defect therein, shall not affect the
validity of any such adjustment or change.




	2.4	 	Date on Which Exercise is Effective




     Each Person in whose name any certificate for Common Shares or other
securities, if applicable, is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Common Shares or
other securities, if applicable, represented thereby, 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(e) (together with
a duly completed Election to Exercise) and payment of the Exercise Price for
such Rights (and any applicable transfer taxes and other governmental charges
payable by the exercising holder hereunder) was made; provided, however, that
if the date of such surrender and payment is a date upon which the Common Share
transfer books of the Corporation are closed, such Person shall be deemed to
have become the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which the Common Share transfer
books of the Corporation are open.




	2.5	 	Execution, Authentication, Delivery and Dating of Rights Certificates





	 	(a)	 	The Rights Certificates shall be executed on behalf of the
Corporation by its Chairman of the Board, President or any Vice
President and by the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Corporation.




 









 





-27-




	 	 	 	The signature of any of these officers on the Rights Certificates
may be manual or facsimile. Rights Certificates bearing the manual
or facsimile signatures of individuals who were at any time the
proper officers of the Corporation shall bind the Corporation,
notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the countersignature and delivery of
such Rights Certificates.
	 
	 	(b)	 	Promptly after the Corporation learns of the Separation Time,
the Corporation will notify the Rights Agent in writing of such
Separation Time and will deliver Rights Certificates executed by the
Corporation to the Rights Agent for countersignature and a
disclosure statement as described in Subsection 2.2(c), and the
Rights Agent shall countersign (manually or by facsimile signature)
and mail such Rights Certificates and disclosure statement to the
holders of the Rights pursuant to Subsection 2.2(c). 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, Registration of Transfer and Exchange





	 	(a)	 	From and after the Separation Time, the Corporation will
cause to be kept a register (the “Rights Register”) in which,
subject to such reasonable regulations as it may prescribe, the
Corporation will provide for the registration and transfer of
Rights. The Rights Agent is hereby appointed “Rights Registrar” for
the purpose of maintaining the Rights Register for the Corporation
and registering Rights and transfers of Rights as herein provided.
In the event that the Rights 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 Corporation will execute, and the Rights Agent will countersign
and deliver, in the name of the holder thereof 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 Corporation, and such Rights shall be entitled to the same
benefits under this Agreement as the Rights surrendered upon such
registration of transfer or exchange.
	 
	 	(c)	 	Every Rights Certificate surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the
Corporation 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




 









 





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	 	 	 	Section 2.6, the Corporation or the Rights Agent may require the
payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Rights Agent)
connected therewith.
	 
	 	(d)	 	The Corporation shall not be required to register the
transfer or exchange of any Rights after the Rights have been
terminated pursuant to the provisions of this Agreement.





	2.7	 	Mutilated, Destroyed, Lost and Stolen Rights Certificates





	 	(a)	 	If any mutilated Rights Certificate is surrendered to the
Rights Agent prior to the Expiration Time, the Corporation shall
execute and the Rights Agent shall countersign and deliver in
exchange therefor a new Rights Certificate evidencing the same
number of Rights as did the Rights Certificate so surrendered.
	 
	 	(b)	 	If there shall be delivered to the Corporation and the Rights
Agent prior to the Expiration Time (i) evidence to their
satisfaction of the destruction, loss or theft of any Rights
Certificate, and (ii) such security or indemnity as may be required
by them in their sole discretion to save each of them and any of
their agents harmless, then, in the absence of notice to the
Corporation or the Rights Agent that such Rights Certificate has
been acquired by a bona fide purchaser, the Corporation shall
execute and upon its request the Rights Agent shall countersign and
deliver, in lieu of any such destroyed, lost or stolen Rights
Certificate, a new Rights Certificate evidencing the same number of
Rights as did the Rights Certificate so destroyed, lost or stolen.
	 
	 	(c)	 	As a condition to the issuance of any new Rights Certificate
under this Section 2.7, the Corporation 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 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 a contractual obligation of the Corporation, 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




     Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Voting Share certificate) for registration of
transfer, the Corporation, the Rights Agent and any agent of the Corporation or
the Rights Agent may deem and treat the Person in whose name such Rights
Certificate (or, prior to the Separation Time, such Voting Share certificate)
is registered as the absolute owner thereof and of the Rights evidenced thereby
for all purposes whatsoever.



 









 





-29-




	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 Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation 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 law, destroy all
cancelled Rights Certificates and deliver a certificate of destruction to the
Corporation on request.




	2.10	 	Agreement of Rights Holders




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




	 	(a)	 	such holder shall be bound by and subject to the provisions
of this Agreement in respect of all Rights held;
	 
	 	(b)	 	prior to the Separation Time, each Right will be transferable
only together with, and will be transferred by a transfer of, the
associated Voting Share certificate representing such Right;
	 
	 	(c)	 	after the Separation Time, the Rights will be transferable
only upon registration of the transfer on the Rights Register as
provided herein;
	 
	 	(d)	 	prior to due presentment of a Rights Certificate (or, prior
to the Separation Time, the associated Voting Share certificate) for
registration of transfer, the Corporation, the Rights Agent and any
agent of the Corporation or the Rights Agent may deem and treat the
Person in whose name the Rights Certificate (or, prior to the
Separation Time, the associated Voting Share certificate) is
registered as the absolute owner thereof and of the Rights evidenced
thereby (notwithstanding any notations of ownership or writing on
such Rights Certificate or the associated Voting Share certificate
made by anyone other than the Corporation or the Rights Agent) for
all purposes whatsoever, and neither the Corporation nor the Rights
Agent shall be affected by any notice to the contrary;
	 
	 	(e)	 	such holder of Rights is not entitled to receive any
fractional Rights or fractional Common Shares or other securities
upon the exercise of Rights;
	 
	 	(f)	 	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 amended or supplemented from time to
time in accordance with the provisions of Section 5.5 and the third
last paragraph of Subsection 2.3(b); and




 









 





-30-




	 	(g)	 	notwithstanding anything in this Agreement to the contrary,
neither the Corporation nor the Rights Agent shall have any
liability to any holder of a Right or to any other Person as a
result of its inability to perform any of its obligations under this
Agreement by reason of any preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a government, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation.




ARTICLE 3

ADJUSTMENTS TO THE RIGHTS IN THE EVENT

OF A FLIP-IN EVENT





	3.1	 	Flip-in Event





	 	(a)	 	Subject to Subsection 3.1(b) and Sections 5.1 and 5.2, in the
event that prior to the Expiration Time a Flip-in Event shall occur,
each Right shall constitute, effective from and after the Close of
Business on the tenth Trading Day following the Stock Acquisition
Date, the right to purchase from the Corporation, 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
date of consummation or occurrence an event of a type analogous to
any of the events described in Section 2.3 shall have occurred with
respect to such Common Shares).
	 
	 	(b)	 	Notwithstanding anything in this Agreement to the contrary,
upon the occurrence of a 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 an Affiliate or Associate
of an Acquiring Person, or any Person acting jointly or in
concert with an Acquiring Person); or
	 
	 	(ii)	 	a transferee or other successor-in-title,
directly or indirectly, from an Acquiring Person (or an
Affiliate or Associate of an Acquiring Person, or any Person
acting jointly or in concert with an Acquiring Person) in a
transfer of Rights, whether or not for consideration, that the
Board of Directors acting in good faith has determined is part
of a plan, understanding or scheme of an Acquiring Person (or
an Affiliate or Associate of an Acquiring Person, or any
Person acting jointly or in concert with an Acquiring Person)
that has the purpose or effect of avoiding the provisions of
Clause 3.1(b)(i);




 









 





-31-




	 	 	 	shall become null and void without any further action and any
holder of such Rights (including transferees or other
successors-in-title) shall thereafter have no
right to exercise or transfer such Rights under any provision of
this Agreement and shall have no other rights whatsoever with
respect to such Rights, whether under any provision of this
Agreement or otherwise. The holder of any Rights represented by a
Rights Certificate which is submitted to the Rights Agent upon
exercise or for registration of transfer or exchange which does not
contain the necessary certifications set forth in the Rights
Certificate establishing that such Rights are not null and void
under this Subsection 3.1(b) shall be deemed to be an Acquiring
Person for the purposes of this Section 3.1 and such Rights shall
become null and void.
	 
	 	(c)	 	Any Rights Certificate that represents Rights Beneficially
Owned by a Person described in either Clause 3.1(b)(i) or 3.1(b)(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, or a
Person acting jointly or in concert with any of them
(as such terms are defined in the Shareholder
Protection Rights Agreement). This Rights Certificate
and the Rights represented hereby shall become null and
void in the circumstances specified in Subsection
3.1(b) of the Shareholder Protection Rights 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 be required to
impose such legend only if instructed to do so in writing by the
Corporation or if a holder fails to certify upon transfer or
exchange in the space provided on the Rights Certificate that such
holder is not a Person described in such legend. The issuance of a
Rights Certificate without the legend referred to in this
Subsection 3.1(c) shall be of no effect on the provisions of
Subsection 3.1(b).



ARTICLE 4

THE RIGHTS AGENT





	4.1	 	General





	 	(a)	 	The Corporation hereby appoints the Rights Agent to act as
agent for the Corporation and the holders of Rights in accordance
with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Corporation may from time to time
appoint one or more co-rights agents (each a “Co-Rights Agent”) as
it may deem necessary or desirable, subject to the approval of the
Rights Agent. In the event the Corporation appoints one or more
Co-Rights Agents, the respective duties of the Rights Agent and
Co-Rights Agents shall be as the Corporation may determine with the
approval of the Rights Agent and the




 









 





-32-




	 	 	 	Co-Rights Agents. The Corporation agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and other disbursements
reasonably incurred in the execution and administration of this
Agreement and the exercise and performance of its duties hereunder
(including the reasonable fees and other disbursements of any
expert retained by the Rights Agent with the approval of the
Corporation, such approval not to be unreasonably withheld). The
Corporation also agrees to indemnify the Rights Agent, its
officers, directors, employees and agents for, and to hold it
harmless against, any loss, liability, cost, claim, action, suit,
damage or expense, incurred without negligence, bad faith or wilful
misconduct on the part of the Rights Agent, for anything done,
suffered or omitted by the Rights Agent in connection with the
acceptance, execution and administration of this Agreement and the
exercise and performance of its duties hereunder, including the
legal costs and expenses of defending against any claim of
liability, which right to indemnification will survive the
termination of this Agreement and 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 Corporation, instrument of
assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement or other
paper or document believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.
	 
	 	(c)	 	The Corporation shall inform the Rights Agent in a reasonably
timely manner of events which may materially affect the
administration of this Agreement by the Rights Agent and, at any
time upon request, shall provide to the Rights Agent an incumbency
certificate certifying the then current officers of the Corporation,
provided that failure to inform the Rights Agent of any such events
or any defect therein, shall not affect the validity of any action
taken hereunder in relation to such events.





	4.2	 	Merger, Amalgamation or Consolidation or Change of Name of Rights Agent





	 	(a)	 	Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or amalgamated or with which it may be
consolidated, or any corporation resulting from any merger,
amalgamation or consolidation to which the Rights Agent or any
successor Rights Agent is a party, or any corporation succeeding to
the shareholder services business of the Rights Agent or any
successor Rights Agent, will be the successor to the Rights Agent
under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 4.4. In case at the time such successor Rights Agent succeeds to the
agency created by




 









 





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





	4.3	 	Duties of Rights Agent




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




	 	(a)	 	The Rights Agent may retain and consult with legal counsel
(who may be legal counsel for the Corporation), and the opinion of
such counsel will be full and complete authorization and protection
to the Rights Agent as to any action taken or omitted by it in good
faith and in accordance with such opinion and the Rights Agent may
also, with the approval of the Corporation (such approval not to be
unreasonably withheld), retain and consult with such other experts
or advisors as the Rights Agent shall consider necessary or
appropriate to properly carry out its duties and obligations imposed
under this Agreement (at the Corporation’s expense) and the Rights
Agent shall be entitled to act and rely in good faith on the advice
of such experts or advisors.
	 
	 	(b)	 	Whenever in the performance of its duties under this
Agreement, the Rights Agent deems it necessary or desirable that any
fact or matter be proved or established by the Corporation prior to
taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established
by a certificate signed by an individual believed by the Rights
Agent to be the Chairman of the Board, the Vice Chairman of the
Board, the President or any Vice President and by the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the
Corporation and delivered to the Rights Agent; and such certificate
will be full authorization to the Rights Agent for any action taken,
omitted or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.




 









 





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	 	(c)	 	The Rights Agent will be liable hereunder only for its own
negligence, bad faith or wilful misconduct and that of its officers,
directors and employees.
	 
	 	(d)	 	The Rights Agent will not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or
in the certificates for Common Shares or the Rights Certificates
(except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and will be deemed to
have been made by the Corporation only.
	 
	 	(e)	 	The Rights Agent will not be under any responsibility in
respect of the validity of this Agreement or the execution and
delivery hereof (except the due authorization, execution and
delivery hereof by the Rights Agent) or in respect of the validity
or execution of any Common Share certificate or Rights Certificate
(except its countersignature thereof); nor will it be responsible
for any breach by the Corporation of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor will
it be responsible for any change in the exercisability of the Rights
(including the Rights becoming null and void pursuant to Subsection
3.1(b)) or any adjustment required under the provisions of Section
2.3 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 Subsection
2.3(p) describing any such adjustment); nor will it by any act
hereunder be deemed to make any representation or warranty as to the
authorization of any Common Shares to be issued pursuant to this
Agreement or any Rights or as to whether any Common Shares will,
when issued, be duly and validly authorized, executed, issued and
delivered and fully paid and non-assessable.
	 
	 	(f)	 	The Corporation 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
written instructions with respect to the performance of its duties
hereunder from any individual believed by the Rights Agent to be
Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President or the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer of the
Corporation, 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, omitted or suffered by it in good faith
in accordance with instructions of any such individual; it is
understood that instructions to the Rights Agent shall, except where
circumstances make it impossible or the Rights Agent otherwise
agrees, be given in writing and, where
not in writing, such instructions shall be confirmed in writing as
soon as reasonably possible after the giving of such instructions.




 









 





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	 	(h)	 	The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in Common Shares,
Rights or other securities of the Corporation or become pecuniarily
interested in any transaction in which the Corporation may be
interested, or contract with or lend money to the Corporation or
otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Corporation or for
any other legal entity.
	 
	 	(i)	 	The Rights Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any 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, omission,
default, neglect or misconduct of any such attorneys or agents or
for any loss to the Corporation resulting from any such act,
omission, default, neglect or misconduct, provided 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 30 days’ notice (or such lesser notice as is acceptable to the
Corporation) in writing mailed to the Corporation and to each transfer agent of
Voting Shares by registered or certified mail. The Corporation may remove the
Rights Agent upon 30 days’ notice in writing, given to the Rights Agent and to
the transfer agent of the Common Shares (by personal delivery or registered or
certified mail), and to the holders of the Rights in accordance with Section
5.10. If the Rights Agent should resign or be removed or otherwise become
incapable of acting, the Corporation will appoint a successor to the Rights
Agent. If the Corporation fails to make such appointment within a period of 30
days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent (at
the Corporation’s expense) or by the holder of any Rights (which holder shall,
with such notice if given after the Separation Time, submit such holder’s
Rights Certificate for inspection by the Corporation), then the resigning
Rights Agent or the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Corporation or by such a court, shall be a
corporation incorporated under the laws of Canada or a province thereof
authorized to carry on the business of a trust company in the Province of
British Columbia. 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 any and all outstanding amounts owing
to it pursuant to this Agreement, shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the
Corporation will file notice thereof in writing with the predecessor Rights
Agent and the transfer agent of the Common Shares, and mail a notice thereof in
writing to the holders of the Rights. Failure to give any notice provided for
in this Section 4.4, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.



 









 





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ARTICLE 5

MISCELLANEOUS





	5.1	 	Redemption and Termination of Rights





	 	(a)	 	With the prior consent of the holders of Voting Shares or
Rights obtained in accordance with Subsection 5.5(b) or (c), as
applicable, the Board of Directors may, at any time prior to the
occurrence of a Flip-in Event as to which the application of Section
3.1 has not been waived pursuant to Section 5.2, elect to redeem all
but not less than all of the outstanding Rights at a redemption
price of $0.00001 per Right, appropriately adjusted in a manner
analogous to the applicable adjustment to the Exercise Price
provided for in Section 2.3 if an event 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”).
	 
	 	(b)	 	If a Person acquires, pursuant to a Permitted Bid, a
Competing Permitted Bid or an Exempt Acquisition occurring under
Subsection 5.2(a) or (b), outstanding Voting Shares, the Board of
Directors shall, notwithstanding the provisions of Subsection
5.1(a), immediately upon such acquisition and without further
formality, be deemed to have elected to redeem the Rights at the
Redemption Price.
	 
	 	(c)	 	Where a Take-Over Bid that is not a Permitted Bid or
Competing Permitted Bid expires, is terminated or is otherwise
withdrawn 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 of the outstanding Rights at the Redemption Price.
	 
	 	(d)	 	If the Board of Directors elects or is deemed to have elected
to redeem the Rights and, in circumstances where Subsection 5.1(a)
is applicable, the requisite consent is given by the holders of
Voting Shares or Rights, as applicable, (i) 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, and (ii) subject to
Subsection 5.1(f), no further Rights shall thereafter be issued.
	 
	 	(e)	 	Within 10 Business Days of the Board of Directors electing or
having been deemed to have elected to redeem the Rights or, in
circumstances where Subsection 5.1(a) is applicable, within 10
Business Days after the requisite consent is given by the holders of
Voting Shares or Rights, as applicable, the Corporation shall give
notice of redemption to the holders of the outstanding Rights by
mailing such notice to each such holder at his last address as it
appears upon the Rights Register or, prior to the Separation Time,
on the register of Voting Shares maintained by the Corporation’s
transfer agent or transfer agents.
Each such notice of redemption shall state the method by which the
payment of the Redemption Price shall be made.




 









 





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	 	(f)	 	Upon the Rights being redeemed pursuant to Subsection 5.1(c),
all the provisions of this Agreement shall continue to apply as if
the Separation Time had not occurred and Rights Certificates
representing the number of Rights held by each holder of record of
Voting Shares as of the Separation Time had not been mailed to each
such holder and, for all purposes of this Agreement, the Separation
Time shall be deemed not to have occurred and Rights shall remain
attached to the outstanding Voting Shares, subject to and in
accordance with the provisions of this Agreement.





	5.2	 	Waiver of Flip-In Events





	 	(a)	 	With the prior consent of the holders of Voting Shares
obtained in accordance with Subsection 5.5(b), the Board of
Directors may, at any time prior to the occurrence of a Flip-in
Event that would occur by reason of an acquisition of Voting Shares
otherwise than in the circumstances described in Subsection 5.2(b)
or (c), waive the application of Section 3.1 to such Flip-in Event
by written notice delivered to the Rights Agent.
	 
	 	(b)	 	The Board of Directors may, at any time prior to the
occurrence of a Flip-in Event that would occur by reason of a
Take-Over Bid made by means of a take-over bid circular sent to all
holders of record of Voting Shares (which, for greater certainty,
shall not include the circumstances described in Subsection 5.2(c)),
waive the application of Section 3.1 to such Flip-in Event by
written notice delivered to the Rights Agent, provided, however,
that if the Board of Directors waives the application of Section 3.1
to such a Flip-in Event, the Board of Directors shall be deemed to
have waived the application of Section 3.1 to any other Flip-in
Event occurring by reason of any Take-Over Bid which is made by
means of a take-over bid circular sent to all holders of record of
Voting Shares prior to the expiry, termination or withdrawal of any
Take-Over Bid in respect of which a waiver is, or is deemed to have
been, granted under this Subsection 5.2(b).
	 
	 	(c)	 	The Board of Directors may waive the application of Section
3.1 to a Flip-in Event provided that the following conditions are
satisfied:





	 	(i)	 	the Board of Directors has determined that the
Acquiring Person became an Acquiring Person by inadvertence
and without any intention to become, or knowledge that it
would become, an Acquiring Person; and
	 
	 	(ii)	 	such Acquiring Person has reduced its Beneficial
Ownership of Voting Shares such that, at the time of the
waiver pursuant to this Subsection 5.2(c), it is no longer an
Acquiring Person.





	5.3	 	Expiration




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



 









 





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	5.4	 	Issuance of New Rights Certificates




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




	5.5	 	Supplements and Amendments





	 	(a)	 	The Corporation may from time to time prior to or after the
Separation Time amend, supplement or restate this Agreement without
the approval of any holders of Rights or Voting Shares in order to
correct any clerical or typographical error or, subject to
Subsection 5.5(d), to maintain the validity and effectiveness of
this Agreement as a result of any change in applicable laws, rules
or regulatory requirements. The Corporation may, prior to the date
of the shareholders’ meeting referred to in Subsection 5.19(b),
amend, supplement or restate this Agreement without the approval of
any holders of Voting Shares or Rights 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 5.5 to the
contrary, no such amendment, supplement or restatement shall be made
to the provisions of Article 4 except with the written concurrence
of the Rights Agent to such amendment, supplement or restatement.
	 
	 	(b)	 	Subject to Subsection 5.5(a), the Corporation 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, supplement,
restate 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 vote 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 Corporation.
	 
	 	(c)	 	Subject to Subsection 5.5(a), the Corporation may, with the
prior consent of the holders of Rights obtained as set forth below,
at any time after the Separation Time, amend, supplement, restate 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 the holders of Rights (other
than any holder of Rights whose Rights have become null and void
pursuant to the provisions hereof) present or represented at and
entitled to vote at a meeting of the holders of Rights. For the
purposes hereof, the procedures for the calling, holding and
conduct of a meeting of the holders of Rights shall be those, as
nearly as may be, which are provided in the Corporation’s by-laws
with respect to meetings of its shareholders and each Right shall
be entitled to one vote at any such meeting.




 









 





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	 	(d)	 	Any amendments, supplements or restatements made by the
Corporation to this Agreement pursuant to Subsection 5.5(a) which
are required to maintain the validity and effectiveness of this
Agreement as a result of any change in any applicable laws, rules or
regulatory requirements shall:





	 	(i)	 	if made before the Separation Time, be submitted
to the holders of Voting Shares at the next meeting of holders
of Voting Shares and the holders of Voting Shares may, by the
majority referred to in Subsection 5.5(b), confirm or reject
such amendment, supplement or restatement; and
	 
	 	(ii)	 	if made after the Separation Time, be submitted
to the holders of Rights at a meeting to be called and held in
accordance with the provisions of Subsection 5.5(c) and the
holders of Rights may, by a majority referred to in Subsection
5.5(c), confirm or reject such amendment, supplement or
restatement.






	 	 	 	Any such amendment, supplement or restatement shall, unless the
Board of Directors otherwise stipulates, be effective from the date
of the resolution of the Board of Directors adopting such
amendment, supplement or restatement, until it is confirmed or
rejected or until it ceases to be effective (as described in the
next sentence) and, where such amendment, supplement or restatement
is confirmed, it shall continue in effect in the form so confirmed.
If such amendment, supplement or restatement is rejected by the
holders of Voting Shares or the holders of Rights or is not
submitted to the holders of Voting Shares or holders of Rights as
required, then such amendment, supplement or restatement 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 if such a meeting of the holders of Rights is not
called within 90 days after the date of the resolution of the Board
of Directors adopting such amendment, supplement or restatement, at
the end of such period, and no subsequent resolution of the Board
of Directors to amend, supplement or restate this Agreement to
substantially the same effect shall be effective until confirmed by
the holders of Voting Shares or holders of Rights as the case may
be.






	 	(e)	 	The Corporation shall give notice in writing to the Rights
Agent of any amendment, supplement or restatement to this Agreement
pursuant to Section 5.5 within five Business Days of the date of any
such amendment, supplement or restatement, provided that failure to
give such notice, or any defect therein, shall not affect the
validity of any such amendment, supplement or restatement.




 









 





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	5.6	 	Fractional Rights and Fractional Shares





	 	(a)	 	The Corporation shall not be required to issue fractions of
Rights or to distribute Rights Certificates which evidence
fractional Rights. Subject to Section 5.3, after the Separation
Time there shall be paid to the registered holders of the Rights
Certificates with regard to which fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the
Market Price at the Separation Time of a whole Right in lieu of such
fractional Rights. The Rights Agent shall have no obligation to
make any payments in lieu of fractional Rights unless the
Corporation shall have provided the Rights Agent with the necessary
funds to pay in full all amounts payable in accordance with
Subsection 2.2(e).
	 
	 	(b)	 	The Corporation shall not be required to issue fractional
Common Shares upon exercise of the Rights or to distribute
certificates which evidence fractional Common Shares. In lieu of
issuing fractional Common Shares, the Corporation shall pay to the
registered holder of Rights Certificates at the time such Rights are
exercised as herein provided, an amount in cash equal to the same
fraction of the Market Price at the date of such exercise of one
Common Share. The Rights Agent shall have no obligation to make any
payments in lieu of fractional Voting Shares unless the Corporation
shall have provided the Rights Agent with the necessary funds to pay
in full all amounts payable in accordance with Subsection 2.2 (e).





	5.7	 	Rights of Action




     Subject to the terms of this Agreement, 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; and any holder of any
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 Corporation to enforce, or otherwise
act in respect of, such holder’s right to exercise such holder’s Rights, or
Rights to which such holder is entitled, in the manner provided in such
holder’s Rights Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the 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.




	5.8	 	Holder of Rights Not Deemed a Shareholder




     No holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Common Shares or any other
securities which may at any time be issuable on the exercise of such Rights,
nor shall anything contained herein or in any Rights Certificate be construed
to confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders 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 Section 5.9), or to receive
dividends or subscription rights or otherwise, until such Rights, or Rights to
which such holder is entitled, shall have been exercised in accordance with the
provisions hereof.



 









 





-41-




	5.9	 	Notice of Proposed Actions




     If after the Separation Time and prior to the Expiration Time:




	 	(i)	 	there shall occur an adjustment in the rights
attaching to the Rights pursuant to Section 3.1 as a result of
the occurrence of a Flip-in Event; or
	 
	 	(ii)	 	the Corporation proposes to effect the
liquidation, dissolution or winding up of the Corporation or
the sale of all or substantially all of the Corporation’s
assets;



then, in each such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.10, a notice of such event or proposed action,
which shall specify the date on which such adjustment to the Rights occurred or
liquidation, dissolution or winding up is to take place, and such notice shall
be so given within 10 Business Days after the occurrence of an adjustment to
the Rights and not less than 20 Business Days prior to the date of taking such
proposed action by the Corporation.




	5.10	 	Notices




     Notices or demands to be given or made in connection with this Agreement
by the Rights Agent or by the holder of any Rights to or on the Corporation
shall be sufficiently given or made if delivered or sent by mail, postage
prepaid or by fax (with, in the case of fax, an original copy of the notice or
demand sent by first class mail, postage prepaid, to the Corporation following
the giving of the notice or demand by fax), addressed (until another address is
filed in writing with the Rights Agent) as follows:



	 	 	 	 	 
	 	 	Golden Star Resources Ltd.
	 	 	10901 West Toller Drive
	 	 	Suite 300
	 	 	Littleton, Colorado
	 	 	80127-6312
	 
	 	 	 	 
	

	 	Attention:
	 	Vice President and Chief Financial Officer
	

	 	Fax:
	 	(303) 830-9094







     Notices or demands to be given or made in connection with this Agreement
by the Corporation or by the holder of any Rights to or on the Rights Agent
shall be sufficiently given or made if delivered or sent by mail, postage
prepaid, or by fax (with, in the case of fax, an original copy of the notice or
demand sent by first class mail, postage prepaid, to the Rights Agent following
the giving of the notice or demand by fax), addressed (until another address is
filed in writing with the Corporation) as follows:




	 	 	 	 	 
	 	 	CIBC Mellon Trust Company
	 	 	1600, 1066 West Hastings Street
	 	 	Vancouver, British Columbia V6E 3X1
	

	 	Attention:
	 	Assistant Vice President
	

	 	Fax:
	 	(604) 688-4301






 









 





-42-




     Notices or demands to be given or made in connection with this Agreement
by the Corporation or the Rights Agent to or on the holder of any Rights shall
be sufficiently given or made if delivered or sent by first class mail, postage
prepaid, or by fax (with, in the case of fax, an original copy of the notice or
demand sent by first class mail, postage prepaid, to such holder following the
giving of the notice or demand by fax), 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 Corporation for the Common Shares.



     Any notice given or made in accordance with this Section 5.10 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
faxing (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 Corporation and the Rights Agent may from time to time change its
address for notice by notice to the other given in the manner aforesaid.



     If mail service is or is threatened to be interrupted at a time when the
Corporation or the Rights Agent wishes to give a notice or demand hereunder to
or on the holders of the Rights, the Corporation or the Rights Agent may,
notwithstanding the foregoing provisions of this Section 5.10, give such notice
by means, of publication once in each of two successive weeks in the business
section of the Financial Post and, so long as the Corporation has a transfer
agent in the United States, in a daily publication in the United States
designated by the Corporation, or in such other publication or publications as
may be designated by the Corporation and notice so published shall be deemed to
have been given on the date on which the first publication of such notice in
any such publication has taken place.




	5.11	 	Costs of Enforcement




     The Corporation agrees that, if the Corporation fails to fulfil any of its
obligations pursuant to this Agreement, then the Corporation will reimburse the
holder of any Rights for the costs and expenses (including legal fees)
reasonably incurred by such holder in actions to enforce his rights pursuant to
any Rights or this Agreement.




	5.12	 	Successors




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




	5.13	 	Benefits of this Agreement




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



 









 





-43-




	5.14	 	Governing Law




     This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of British Columbia and for all
purposes shall be governed by and construed in accordance with the laws of such
Province applicable to contracts to be made and performed entirely within such
Province.




	5.15	 	Language




     Les parties aux présentes ont exigé que la présente convention ainsi que
tous les documents et avis qui s’y rattachent et/ou qui en découleront soient
rédigés en langue anglaise. The parties hereto have required that this
Agreement and all documents and notices related thereto and/or resulting
therefrom be drawn up in the English language.




	5.16	 	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 but one and the same instrument.




	5.17	 	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 as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.




	5.18	 	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 pursuant to this Agreement, shall not subject the Board of Directors
to any liability to the holders of the Rights.




	5.19	 	Effective Date and Expiration Time





	 	(a)	 	Notwithstanding its amendment and restatement as at the date
hereof, and subject to Subsection 5.19(b), this Agreement:





	 	(i)	 	shall be effective and in full force and effect in
accordance with its terms from and after the Effective Date
and shall replace and supercede the Original Rights Plan, and
shall constitute the entire agreement between the parties
pertaining to the subject matter hereof as of the Effective
Date; and




 









 





-44-




	 	(ii)	 	shall expire and be of no further force or effect
from and after the Close of Business on the date (the
“Expiration Time”) that is the earlier of (i) the Termination
Time, and (ii) the date upon which the annual meeting of the
holders of Voting Shares terminates in 2007.





	 	(b)	 	Notwithstanding Subsection 5.19(a), if the Agreement is not
approved by a resolution passed by a majority of the votes cast by
Independent Shareholders who vote in respect of approval of this
Agreement at the annual and special meeting of the holders of Voting
Shares scheduled to be held on May 20, 2004, then the Original
Rights Plan and all outstanding Rights shall terminate and be null
and void and of no further force and effect from and after June 30,
2004 (unless the Original Rights Plan is earlier terminated in
accordance with its terms) and this Agreement shall not become
effective.





	5.20	 	Regulatory Approvals




     Any obligation of the Corporation or action or event contemplated by this
Agreement, or any amendment, supplement or restatement of this Agreement, shall
be subject to receipt of any requisite approval or consent from any
governmental or regulatory authority having jurisdiction including, while any
securities of the Corporation are listed and admitted to trading thereon, the
TSX.




	5.21	 	Time of the Essence




     Time shall be of the essence of this Agreement.




	5.22	 	Declaration as to Non-Canadian Holders




     If in the opinion of the Board of Directors (who may rely on the advice of
counsel) any action or event contemplated by this Agreement would require
compliance with the securities laws or comparable legislation of a jurisdiction
outside of Canada or the United States, the Board of Directors acting in good
faith may take such actions as it may deem appropriate to ensure such
compliance. In no event shall the Corporation or the Rights Agent be required
to issue or deliver Rights or securities issuable on the 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 or the relevant Persons or securities for such purposes,
or (until such notice is given as required by law) without advance notice to
any regulatory or self-regulatory body.



 









 





-45-



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

	 	 	 	 	 
	 	GOLDEN STAR RESOURCES LTD.

 	 
	 	By:  	/s/ Peter J. Bradford	 
	 	 	Name:  	Peter J. Bradford 	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	By:  	/s/ Allan J. Marter	 
	 	 	Name:  	Allan J. Marter 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	CIBC MELLON TRUST COMPANY

 	 
	 	By:  	/s/ Leslie MacFarlane	 
	 	 	Name:  	Leslie MacFarlane 	 
	 	 	Title:  	Manager, Client Relations 	 
	 
	 	 	 
	 	By:  	/s/ Van Bot	 
	 	 	Name:  	Van Bot 	 
	 	 	Title:  	Senior Manager, Client Relations 	 
	 





 









 





EXHIBIT A




(Form of Rights Certificate)




			
	Certificate No.                     
	 	                     Rights






THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS SET FORTH IN THE 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 ITS AFFILIATES
OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM (AS
SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT) OR TRANSFEREES
OF ANY OF THE FOREGOING WILL BECOME NULL AND VOID WITHOUT FURTHER ACTION.



Rights Certificate



This certifies that                                         , or registered assigns, is the registered holder of the
number of Rights set forth above, each of which entitles the registered holder
thereof, subject to the terms, provisions and conditions of the Amended and
Restated Shareholder Rights Plan Agreement dated as of May 20, 2004 amending
and restating the Rights Agreement dated as of April 24, 1996, as amended on
June 30, 1999, and as further amended, supplemented or restated from time to
time (the “Rights Agreement”) between Golden Star Resources Ltd., a corporation
incorporated under the laws of Canada (the “Corporation”) and CIBC Mellon Trust
Company, a trust company incorporated under the laws of Canada, as Rights Agent
(the “Rights Agent”, which term shall include any successor Rights Agent under
the Rights Agreement), to purchase from the Corporation at any time after the
Separation Time and prior to the Expiration Time (as such terms are defined in
the Rights Agreement), one fully paid common share of the Corporation (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 duly
executed and submitted to the Rights Agent at its principal office in
Vancouver, British Columbia or, with the approval of the Rights Agent, at any
other office of the Rights Agent in the cities designated from time to time by
the Corporation. Until adjustment thereof in certain events as provided in the
Rights Agreement, the Exercise Price shall be $<*> (Canadian) per Right.


In certain circumstances described in the Rights Agreement, each Right
evidenced hereby may entitle the registered holder thereof to purchase more or
less than one Common Share, all as provided in the Rights Agreement.


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



 









 





-2-


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 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 Rights Agreement, the Rights evidenced by this
Certificate may be, and under certain circumstances are required to be,
redeemed by the Corporation at a redemption price of Cdn.$0.00001 per Right,
subject to adjustment in certain events.


No fractional Common Shares will be issued upon the exercise of any Right or
Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as
provided in the 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
any other securities which may at any time be issuable upon the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meeting or other actions affecting shareholders (except as provided in the
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 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 Corporation
and its corporate seal.



     Date:                                         

	 	 	 	 	 
	 	GOLDEN STAR RESOURCES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 









 





-3-

	 	 	 	 	 
	 	CIBC MELLON TRUST COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 









 





(To be attached to each Rights Certificate)




FORM OF ELECTION TO EXERCISE




TO:


The undersigned hereby irrevocably elects to exercise                                         
whole Rights represented by the attached Rights Certificate to purchase the
Common Shares issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of:



	 
	

	Name
	 
	

	Address
	 
	

	 
	








     Social Insurance, Social Security or other Taxpayer Identification Number                                         

	 	 	 	 	 	 
	 	 	 
	 	 	Per:  	
 	 
	Dated 	 	 	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 Guaranteed 	 	 	 	 




Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a major
Canadian trust company or by a medallion guarantee by a member firm of a
recognized Medallion Guarantee Program.




 









 





-2-



(To be completed if true)



The undersigned 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 by any Person
acting jointly or in concert with any of the foregoing (all as defined in the
Rights Agreement).

	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature 	 
	 	 	 	 
	 




NOTICE


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




 









 





(To be executed by the registered holder if such holder desires to transfer the Rights evidenced

by this Rights Certificate.)



FORM OF ASSIGNMENT




	 
	FOR VALUE RECEIVED                                          hereby sells, assigns and transfers unto                                         

	 

	


	 

	


	 

	


	 

	









(please print name and address of transferee)


the Rights evidenced by this Rights Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
                                         attorney, to transfer the within Rights on the
books of the within-named Corporation, with full power of substitution.


	 	 	 	 	 	 
	 	 	 
	 	 	Per:  	
 	 
	Dated 	 	 	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 Guaranteed 	 	 	 	 



Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a major
Canadian trust company or by a medallion guarantee by a member firm a
recognized Medallion Guarantee Program.



(To be completed if true)


The undersigned 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 by any Person
acting jointly or in concert with any of the foregoing (as defined in the
Rights Agreement).

	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature 	 
	 	 	 	 
	 





 









 





-2-



NOTICE



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