CA Filed by Filing Services Canada Inc. 403-717-3898






 


 


SHAREHOLDER RIGHTS PLAN AGREEMENT


BETWEEN


AURIZON MINES LTD.


and


COMPUTERSHARE TRUST COMPANY OF CANADA


as Rights Agent


Dated as of March 10, 2013


 


 




    	 



    	 



    











			
	
TABLE OF CONTENTS
	
 	
 	
Page
	
 
	
ARTICLE 1 DEFINITIONS	
1
	
1.1	
Definitions	
1
	
1.2	
Currency	
11
	
1.3	
Acting Jointly or in Concert	
11
	
1.4	
Control	
11
	
1.5	
Holder of Rights	
11
	
1.6	
References to this Agreement	
11
	
ARTICLE 2 THE RIGHTS	
12
	
2.1	
Legend on Common Share Certificates	
12
	
2.2	
Initial Exercise Price; Exercise of Rights; Detachment of Rights	
12
	
2.3	
Adjustments to Exercise Price; Number of Rights	
14
	
2.4	
Date on Which Exercise is Effective	
18
	
2.5	
Execution, Authentication, Delivery and Dating of Rights Certificates	
18
	
2.6	
Registration, Registration of Transfer and Exchange	
19
	
2.7	
Mutilated, Destroyed, Lost and Stolen Rights Certificates	
19
	
2.8	
Persons Deemed Owners	
20
	
2.9	
Delivery and Cancellation of Certificates	
20
	
2.10	
Agreement of Rights Holders	
20
	
ARTICLE 3 ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN	
 
	
 	
TRANSACTIONS	
21
	
3.1	
Flip-in Event	
21
	
ARTICLE 4 THE RIGHTS AGENT	
22
	
4.1	
General	
22
	
4.2	
Merger, Amalgamation or Consolidation or Change of Name of Rights Agent	
23
	
4.3	
Duties of Rights Agent	
23
	
4.4	
Change of Rights Agent	
25
	
4.5	
Compliance with Money Laundering Legislation	
25
	
4.6	
Privacy Provision	
25
	
ARTICLE 5 MISCELLANEOUS	
26
	
5.1	
Redemption and Termination	
26
	
5.2	
Expiration	
27
	
5.3	
Issuance of New Rights Certificates	
28
	
5.4	
Supplements and Amendments	
28
	
5.5	
Fractional Rights and Fractional Shares	
29
	
5.6	
Rights of Action	
29







    	 	i	 



    	 	 	 



    

			
	
TABLE OF CONTENTS
	

 (continued) 

    
	
 	
 	
Page
	
 
	
5.7	
Holder of Rights Not Deemed a Shareholder	
30
	
5.8	
Notice of Proposed Actions	
30
	
5.9	
Notices	
30
	
5.10	
Costs of Enforcement	
31
	
5.11	
Successors	
31
	
5.12	
Benefits of this Agreement	
31
	
5.13	
Descriptive Headings	
31
	
5.14	
Governing Law	
31
	
5.15	
Language	
31
	
5.16	
Counterparts	
32
	
5.17	
Severability	
32
	
5.18	
Termination Date	
32
	
5.19	
Regulatory Approvals	
32
	
5.20	
Declaration as to Non-Canadian and Non-U.S. Holders	
33
	
5.21	
Determinations and Actions by the Board of Directors	
33
	
5.22	
Force Majeure	
33



 




    	 	ii	 



    	 	 	 



    

SHAREHOLDER RIGHTS PLAN AGREEMENT


THIS SHAREHOLDER
RIGHTS PLAN AGREEMENT made as of the 10th day of March, 2013.


BETWEEN:


AURIZON MINES LTD., a
corporation incorporated under the laws of the Province of British Columbia (hereinafter referred to as the “Corporation”)


OF THE FIRST PART


- and -


COMPUTERSHARE TRUST COMPANY
OF CANADA, a trust company existing under the laws of Canada (hereinafter referred to as the “Rights Agent”)


OF THE SECOND PART


WHEREAS the
board of directors of the Corporation (the “Board of Directors”), in the exercise of their fiduciary duties
to the Corporation, has determined that it is advisable and in the best interests of the Corporation to adopt and maintain a shareholder
rights plan (the “Rights Plan”) to encourage the equal treatment of shareholders of the Corporation in connection
with any Offer to Acquire Common Shares;


AND WHEREAS,
in order to implement the Rights Plan, the Board of Directors has authorized the issuance of one right (a “Right”)
in respect of each Common Share (as hereinafter defined):


		(a)	outstanding at the Record Time (as hereinafter defined); and



		(b)	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;


AND WHEREAS
the Corporation desires to confirm the appointment of the Rights Agent to act on behalf of the Corporation, and the Rights Agent
is willing to so act, 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 parties hereby agree as follows:


 


Article
1

DEFINITIONS


1.1               
Definitions


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


		(a)	“Acquiring Person” shall mean any Person who is the Beneficial Owner of 20%
or more of the outstanding Common Shares of the Corporation; provided, however, that the term “Acquiring Person” shall
not include:





    	 	 	 



    	 	2	 



    

		(i)	the Corporation or any Subsidiary of the Corporation;



		(ii)	any Person who becomes the Beneficial Owner of 20% or more of the outstanding Common Shares of
the Corporation as a result of any one or a combination of:



		(A)	an acquisition or redemption by the Corporation of Common Shares of the Corporation which, by reducing
the number of Common Shares outstanding, increases the proportionate number of Common Shares Beneficially Owned by such Person
to 20% or more of the Common Shares of the Corporation then outstanding;



		(B)	share acquisitions made pursuant to a Permitted Bid (“Permitted Bid Acquisitions”);



		(C)	share acquisitions (1) in respect of which the Board of Directors has waived the application of
Section 3.1 pursuant to Subsections 5.1(b), 5.1(c) or 5.1(d) ; or (2) which were made on or prior to the Effective Date; or (3) which were made pursuant to a dividend
reinvestment plan of the Corporation; or (4) pursuant to the receipt or exercise of rights issued by the Corporation to all the
holders of the Common Shares (other than holders resident in a jurisdiction where such distribution is restricted or impracticable
as a result of applicable law) to subscribe for or purchase Common Shares or Convertible Securities, provided that such rights
are acquired directly from the Corporation and not from any other Person and provided that the Person does not thereby acquire
a greater percentage of Common Shares or Convertible Securities so offered than the Person’s percentage of Common Shares
or Convertible Securities beneficially owned immediately prior to such acquisition; or (5) pursuant to a distribution by the Corporation
of Common Shares or Convertible Securities made pursuant to a prospectus, provided that the Person does not thereby acquire a greater
percentage of Common Shares or Convertible Securities so offered than the Person’s percentage of Common Shares or Convertible
Securities beneficially owned immediately prior to such acquisition; or (6) pursuant to a distribution by the Corporation of Common
Shares or Convertible Securities by way of a private placement or a securities exchange take-over bid
circular or upon the exercise by an individual employee of stock options granted under a stock option plan of the Corporation
or rights to purchase securities granted under a share purchase plan of the Corporation, provided that (i) all necessary stock
exchange approvals for such private placement, stock option plan or share purchase plan have been obtained and such private placement,
stock option plan or share purchase plan complies with the terms and conditions of such approvals and (ii) such Person does not
become the Beneficial Owner of more than 25% of the Common Shares outstanding immediately prior to the distribution, and in making
this determination, the Common Shares to be issued to such Person in the distribution shall be deemed to be held by such Person
but shall not be included in the aggregate number of outstanding Common Shares immediately prior to the distribution;
or (7) pursuant to an amalgamation, merger or other statutory procedure requiring shareholder approval (“Exempt Acquisitions”);















		(D)	the acquisition of Common Shares upon the exercise of Convertible Securities received by such Person
pursuant to a Permitted Bid Acquisition, Exempt Acquisition or a Pro Rata Acquisition (as defined below) (“Convertible
Security Acquisitions”); or



		(E)	acquisitions as a result of a stock dividend, a stock split or other event pursuant to which such
Person receives or acquires Common Shares or Convertible Securities on the same pro rata basis as all other holders of Common Shares of the same
class (“Pro Rata Acquisitions”);





    	 	 	 



    	 	3	 



    




provided, however, that if a Person
shall become the Beneficial Owner of 20% or more of the Common Shares of the Corporation then outstanding by reason of any one
or a combination of (i) share acquisitions or redemptions by the Corporation or (ii) Permitted Bid Acquisitions or (iii) Exempt
Acquisitions or (iv) Convertible Security Acquisitions or (v) Pro Rata Acquisitions and, after such share acquisitions or redemptions
by the Corporation, Permitted Bid Acquisitions, Exempt Acquisitions, Convertible Security Acquisitions or Pro Rata Acquisitions,
such Person subsequently becomes the Beneficial Owner of more than an additional 1.00% of the number of Common Shares of the Corporation
outstanding other than pursuant to any one or a combination of share acquisitions or redemptions of shares by the Corporation,
Permitted Bid Acquisitions, Exempt Acquisitions, Convertible Security Acquisitions or Pro Rata Acquisitions, then as of the date
of any such acquisition such Person shall become an “Acquiring Person”;


		(iii)	for a period of 10 days after the Disqualification Date, any Person who becomes the Beneficial
Owner of 20% or more of the outstanding Common Shares as a result of such Person becoming disqualified from relying on Subsection
1.1(f)(B) solely because such Person makes or announces an intention to make a Take-over Bid, either alone, through
such Person’s Affiliates or Associates or by acting jointly or in concert with any other Person. For the purposes of this
definition, “Disqualification Date” means the first date of public announcement that any Person is making or
intends to make a Take-over Bid, either alone, through such Person’s Affiliates or Associates or by acting jointly or in
concert with any other Person; or






		(iv)	an underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20%
or more of the Common Shares in connection with a distribution of securities by way of prospectus or private placement.



		(b)	“Affiliate”, used to indicate a relationship with a specified Person, shall
mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, such specified Person.



		(c)	“Alamos Bid” means Take-over Bid by Alamos Gold Inc., the terms and conditions
of which are set out in the offer and accompanying circular dated January 14, 2013 and the notice of variation dated March 6, 2013
and any further notices of variation, notices of change or notices of extension filed by Alamos Gold Inc. on or before the Effective
Date.



		(d)	“Arrangement Agreement” means the arrangement agreement among Hecla Mining Company,
0963708 B.C. Ltd and Aurizon Mines Ltd. dated March 3, 2013 as the same may be amended from time to time.



		(e)	“Associate” of a specified individual shall mean any individual to whom such
specified individual is married or with whom such specified individual is living in a conjugal relationship, outside marriage,
or any relative of such specified individual or said spouse who has the same home as such specified individual.



		(f)	A Person shall be deemed the “Beneficial Owner”, and to have “Beneficial
Ownership” of, and to “Beneficially Own”:



		(i)	any securities as to which such Person or any of such Person’s Affiliates or Associates is
the owner at law or in equity;





    	 	 	 



    	 	4	 



    

		(ii)	any securities as to which such Person or any of such Person’s Affiliates or Associates has
the right to acquire (A) upon the exercise of any Convertible Securities, or (B) pursuant to any agreement, arrangement or understanding,
in either case where such right is exercisable within a period of 60 days and whether or not on condition or the happening of any
contingency (other than (1) customary agreements with and between underwriters and banking group or selling group members with
respect to a distribution to the public or pursuant to a private placement of securities, or (2) pursuant to a pledge of securities
in the ordinary course of business); and



		(iii)	any securities which are Beneficially Owned within the meaning of Subsections 1.1(f)(i) or
                                                                                            1.1(f)(ii) by any other Person with which such Person is acting jointly or in concert;









 


provided, however, that a Person
shall not be deemed the “Beneficial Owner”, or to have “Beneficial Ownership” of, or to “Beneficially
Own”, any security solely as a result of the existence of any one or more of the following circumstances:


		(A)	where (1) the holder of such security has agreed to deposit or tender such security pursuant to
a Permitted Lock-up Agreement to a Take-over Bid made by such Person or any of such Person’s Affiliates or Associates or
any other Person referred to in Subsection 1.1(f)(iii) , or (2) such security has been deposited pursuant to a Take-over Bid made by such Person or any of such Person’s
Affiliates or Associates or any other Person referred to in Subsection 1.1(f)(iii) , in each case until the earliest time at which any such deposited security is accepted unconditionally for
payment or exchange or is taken up and paid for;



 





		(B)	where such Person, any of such Person’s Affiliates or Associates or any other Person referred
to in Subsection 1.1(f)(iii) , holds such security provided that (1) the ordinary business of any such Person (the “Investment
Manager”) includes the management of investment funds for others and such security is held by the Investment Manager
in the ordinary course of such business in the performance of such Investment Manager’s duties for the account of any other
Person, including the acquisition or holding of securities for non-discretionary accounts held on behalf of a client by a broker
or dealer registered under applicable securities laws to the extent required, or (2) such Person (the “Trust Company”)
is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or
in a similar capacity in relation to the estate of any such deceased or incompetent Persons or in relation to other accounts and
holds such security in the ordinary course of such duties for the estates of deceased or incompetent Persons or for such other
accounts, or (3) such Person (the “Plan Trustee”) is the administrator or trustee of one or more pension funds
or plans (each a “Plan”) registered under applicable laws and holds such security for the purposes of its activity
as such, or (4) such Person is a Plan or is a Person established by statute (the “Statutory Body”) for purposes
that include, and the ordinary business or activity of such Person includes the management of investment funds for employee benefit
plans, pension plans, insurance plans (other than plans administered by insurance companies) or various public bodies or (5) such
Person is a Crown agent or agency or (6) such Person (the “Manager”) is the manager or trustee of a mutual fund (“Mutual
Fund”) that is registered or qualified to issue its securities to investors under the securities laws of any province
of Canada or the laws of the United States of America or is a Mutual Fund; provided in any of
the above cases, that the Investment Manager, the Trust Company, the Plan Trustee, the Plan, the Statutory Body,
the Crown agent or agency, the Manager or the Mutual Fund, as the case may be, is not then making a Take-over Bid or has
not announced a current intention to make a Take-over Bid, other than an Offer to Acquire Common Shares or other securities 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 organized over-the-counter market, alone, through its Affiliates or Associates or by acting jointly or in concert with any other Person; or








    	 	 	 



    	 	5	 



    




		(C)	because such Person is a client of or has an account with the same Investment Manager as another
Person on whose account the Investment Manager holds such security, or where such Person is a client of or has an account with
the same Trust Company as another Person on whose account the Trust Company holds such security, or where such Person is a Plan
and has a Plan Trustee who is also a Plan Trustee for another Plan on whose account the Plan Trustee holds such security; or



		(D)	where such Person is (i) a client of an Investment Manager and such security is owned at law or
in equity by the Investment Manager, or (ii) an account of a Trust Company and such security is owned at law or in equity by the
Trust Company, or (iii) a Plan and such security is owned at law or in equity by the Plan Trustee; or



		(E)	where such Person is the registered holder of securities as a result of carrying on the business
of or acting as a nominee of a securities depositary.



 


For purposes of this Agreement,
the percentage of Common Shares Beneficially Owned by any 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 Common Shares Beneficially Owned by such Person; and


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


For the purposes of the foregoing
formula, where any Person is deemed to Beneficially Own unissued Common Shares which may be acquired
pursuant to Convertible Securities, such Common Shares shall be deemed to be outstanding for the purpose of calculating the percentage
of Common Shares Beneficially Owned by such Person in both the numerator and the denominator, but no other unissued Common Shares
which may be acquired pursuant to any other outstanding Convertible Securities shall, for the purposes of that calculation, be
deemed to be outstanding.


		(g)	“Aurizon Meeting” means the special meeting of shareholders and optionholders
of the Corporation to be held pursuant to and in accordance with the terms and conditions of the Arrangement Agreement.



		(h)	“Business Day” shall mean any day other than a Saturday, Sunday or a day that
is treated as a holiday at the Corporation’s principal executive offices in Vancouver, Canada.



		(i)	“Business Corporations Act” shall mean the Business Corporations Act,
S.B.C. 2002, c. 57, as amended, and the regulations thereunder, and any comparable or successor laws or regulations thereto.





    	 	 	 



    	 	6	 



    

		(j)	“Canadian-U.S. Exchange Rate” shall mean on any date the inverse of the U.S.-Canadian
Exchange Rate.



		(k)	“Canadian Dollar Equivalent” of any amount which is expressed in United States
dollars shall mean on any day the Canadian dollar equivalent of such amount determined by reference to the Canadian-U.S. Exchange
Rate on such date.



		(l)	“close of business” on any given date shall mean 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 the City of Vancouver (or, after the Separation Time, the offices of the Rights Agent in the City of Vancouver)
becomes closed to the public.



		(m)	“Common Shares of the Corporation” and “Common Shares” shall
mean the common shares in the capital stock of the Corporation as constituted as at the Effective Date and any other shares of
the Corporation into which such common shares may be subdivided, consolidated, reclassified or changed from time to time.



		(n)	“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 of the Permitted Bid or another
Competing Permitted Bid;



		(ii)	satisfies all components of the definition of a Permitted Bid.



		(o)	“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 Common Shares or other securities which are convertible into or exercisable or exchangeable for Common Shares.



		(p)	“Convertible Security Acquisitions” has the meaning set forth in the definition
of “Acquiring Person” herein.



		(q)	“Co-Rights Agents” shall have the meaning set forth in Subsection 4.1(a)



.


		(r)	“Effective Date” shall mean March 10, 2013.



		(s)	“Exempt Acquisition” has the meaning set forth in the definition of “Acquiring
Person” herein.



		(t)	“Exercise Price” shall mean, as of any date after the Effective 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.



		(u)	“Expansion Factor” shall have the meaning set forth in Subsection 2.3(a)



.


		(v)	“Expiration Time” shall mean the earlier of:



		(i)	the Termination Time; and





    	 	 	 



    	 	7	 



    

		(ii)	the Termination Date.



		(w)	“Fiduciary” shall mean a trust company registered under the trust company legislation
of Canada or any province thereof, a trust company organized under the laws of any state of the United States, a portfolio manager
registered under the securities legislation of one or more provinces of Canada or an investment adviser registered under the United
States Investment Advisers Act of 1940, as amended, or any other securities legislation of the United States or any state of the
United States.



		(x)	“Flip-in Event” shall mean a transaction occurring subsequent to the date of
this Agreement as a result of which any Person shall become an Acquiring Person provided, however, that a Flip-in Event shall be
deemed to occur at the close of business on the tenth day (or such later day as the Board of Directors of the Corporation may determine)
after the Stock Acquisition Date.



		(y)	“Independent Shareholders” shall mean holders of outstanding Common Shares
                                                               of the Corporation excluding (i) any Acquiring Person; or (ii) any Person (other than a Person referred to in Subsection
                                                               1.1(f) (B)) that is making or has announced a current intention to make a Take-over Bid for Common Shares of the
Corporation (including a Permitted Bid or a Competing Permitted Bid) but excluding any such Person if the Take-over Bid so announced
or made by such Person has been withdrawn, terminated or, expired; or (iii) any Affiliate or Associate of such Acquiring Person
or a Person referred to in clause (ii); or (iv) any Person acting jointly or in concert with such Acquiring Person or a Person
referred to in clause (ii); or (v) a Person who is a trustee of any employee benefit plan, share purchase plan, deferred profit
sharing plan or any similar plan or trust for the benefit of employees of the Corporation or a Subsidiary of the Corporation, unless
the beneficiaries of the plan or trust direct the manner in which the Common Shares are to be voted or direct whether the Common
Shares are to be deposited to a Take-over Bid.



 





		(z)	“Market Price” per security of any securities on any date of determination shall
mean the average of the daily Closing Price Per Security of such securities (determined as described below) on each of the 20 consecutive
Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type
analogous to any of the events described in Section 2.3 shall have caused the price used to determine the Closing Price Per Security on any Trading Day not to be
fully comparable with the price used to determine the Closing Price Per Security on such date of determination or, if the date
of determination is not a Trading Day, on the immediately preceding Trading Day, each such 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 price per security used to determine the Closing Price Per Security
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, if such price is not available, the average of the closing
bid and asked prices, for such securities as reported by the principal Canadian stock exchange on which such securities are listed
or admitted to trading, or if for any reason neither of such prices is available on such day or the securities are not listed or
admitted to trading on a Canadian stock exchange, the closing board lot sale price or, if such price is not available, the average
of the closing bid and asked prices, for such securities as reported by such other securities exchange or national securities quotation
system on which such securities are listed or admitted for trading on which the largest number of such securities were traded during
the most recently completed calendar year;



 


		(ii)	if, for any reason, none of such prices is available on such date or the securities are not listed
or admitted to trading on a Canadian stock exchange or other securities exchange or on a national securities quotation system,
the last sale price, or in case no sale takes place on such date, the average of the high bid and low asked prices for such securities
in the over-the-counter market, as quoted by any reporting system then in use (as selected by the Board of Directors); or





    	 	 	 



    	 	8	 



    

		(iii)	if the securities are not listed or admitted to trading as contemplated in Subsections
                                                               1.1(z)(i) or 1.1(z)(ii) , the average of the closing bid and asked prices as furnished by a professional market maker making a market
in the securities provided, however, that if on any such date the Closing Price Per Security cannot be determined in accordance
with the foregoing, the Closing Price Per Security of such securities on such date shall mean the fair value per share of such
securities on such date as determined in good faith by an internationally recognized investment dealer or investment banker with
respect to the fair value per share of such securities.



 








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 at the Canadian Dollar Equivalent thereof.


		(aa)	“1933 Act” shall mean the United States Securities Act of 1933, as amended,
and the rules and regulations thereunder, and any successor laws or regulations thereto.



		(bb)	“1934 Act” shall mean the United States Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, and any successor laws or regulations thereto.



		(cc)	“Offer to Acquire” shall include:



		(i)	an offer to purchase, or a solicitation of an offer to sell Common Shares; and



		(ii)	an acceptance of an offer to sell Common Shares, whether or not such offer to sell has been solicited;



or any combination thereof, and
the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell.


		(dd)	“Offeror’s Securities” means Common Shares Beneficially Owned on the date
of an Offer to Acquire by any Person who is making a Take-over Bid and “Offeror” means a Person who has announced
a current intention to make or is making a Take-over Bid.



		(ee)	“Permitted Bid” means a Take-over Bid made by a Person by means of a Take-over
Bid circular and which also complies with the following additional provisions:



		(i)	the Take-over Bid is made to all holders of record of Common Shares, other than the Offeror, and
for all of the issued and outstanding Common Shares, other than the Common Shares held by the Offeror;



		(ii)	the Take-over Bid shall contain, and the take-up and payment for Common Shares deposited thereunder
shall be subject to, an irrevocable and unqualified condition that no Common Shares shall be taken up and paid for pursuant to
the Take-over Bid prior to the close of business on the date that is no earlier than the later of (1) the Termination Date; and
(2) 35 days (or such other minimum period of days as may be prescribed by applicable law in British Columbia) after the date of
the Take-over Bid constituting the Permitted Bid; and



		(iii)	the Take-over Bid shall contain irrevocable and unqualified provisions that, unless the Take-over
Bid is withdrawn, Common Shares may be deposited pursuant to the Take-over Bid at any time prior to the close of business on the
date of first take-up or payment for Common Shares and that all Common Shares deposited pursuant to the Take-over Bid may be withdrawn
at any time prior to the close of business on such date;





    	 	 	 



    	 	9	 



    

		(iv)	the Take-over Bid shall contain an irrevocable and unqualified condition that more than 50% of
the outstanding Common Shares held by Independent Shareholders, determined as at the close of business on the date of first take-up
for Common Shares under the Take-over Bid, must be deposited to the Take-over Bid and not withdrawn at the close of business on
the date of first take-up for Common Shares,



provided that, should a Permitted
Bid cease to be a Permitted Bid because it ceases to meet any or all requirements mentioned above prior to the time it expires
(after giving effect to any extension) or is withdrawn, then any acquisition of Common Shares made pursuant to such Permitted Bid
shall not be a Permitted Bid Acquisition and provided further that if a Take-over Bid constitutes a “Competing Permitted
Bid”, the term Permitted Bid shall include a Competing Permitted Bid.


		(ff)	“Permitted Bid Acquisitions” has the meaning set forth in the definition of
“Acquiring Person” herein.



		(gg)	“Permitted Lock-up Agreement” means an agreement (the "Lock-up
                                                                Agreement") between a Person and one or more holders of Common Shares (each such holder herein referred to as 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 of the Lock-up Bid (as defined below), or if the Lock-up Bid has
                                                                been made prior to the date of the Lock-up Agreement not later than the first Business Day following the date of the Lock-up
                                                                Agreement) pursuant to which each Locked-up Person agrees to deposit or tender the Common Shares held by such holder to a
                                                                Take-over Bid (the "Lock-up Bid") made by the Person or any of such Person's Affiliates or Associates or any
                                                                other Person referred to in Subsection 1.1(f)(iii) , provided that the Lock-up Agreement permits the Locked-up Person to withdraw its Common Shares from the
Lock-up Agreement in order to deposit or tender the Common Shares to another Take-over Bid or to support another transaction prior
to the Common Shares being taken up and paid for under the Lock-up Bid at a price or value per Common Share that exceeds the price
or value per Common Share offered under the Lock-up Bid; and, for greater clarity, the agreement may contain a right of first refusal
or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over
Bid or transaction or other similar limitation on a Locked-up Person's right to withdraw Common Shares from the agreement, so long
as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares during the period
of the other Take-over Bid or transaction; and



 





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



		(A)	2.5% of the price or value of the consideration payable under the Lock-up Bid to a Locked-up Person;
and



 


		(B)	50% of the amount by which the price or value of the consideration received by a Locked-up Person
under another Take-over Bid or transaction exceeds the price or value of the consideration that the Locked-up Person would have
received under the Lock-up Bid;



 


shall be payable by such Locked-up
Person if the Locked-up Person fails to deposit or tender Common Shares to the Lock-up Bid, or withdraws Common Shares previously
tendered thereto in order to deposit or tender such Common Shares to another Take-over Bid or support another transaction.


		(hh)	“Person” shall mean any individual, firm, partnership, association, trust, trustee,
personal representative, body corporate, corporation, unincorporated organization, syndicate or other entity.



		(ii)	“Pro Rata Acquisition” has the meaning set forth in the definition of “Acquiring
Person” herein.





    	 	 	 



    	 	10	 



    

		(jj)	“Record Time” shall mean 4:00 p.m. (Vancouver time) on March 18, 2013.



		(kk)	“Redemption Price” has the meaning set forth in Subsection 5.1(a)



.


		(ll)	“Rights Certificate” shall mean, after the Separation Time, the certificate
representing the Rights substantially in the form of Exhibit A hereto;



		(mm)	“Securities Act” shall mean the Securities Act, R.S.B.C. 1996,
c. 418, and the rules and regulations thereunder, each as may be amended from time to time and any comparable or successor laws,
rules or regulations thereto.



		(nn)	“Separation Time” shall mean the close of business on the tenth Business Day
after the earlier of:



		(i)	the Stock Acquisition Date;



		(ii)	the date of the commencement of, or first public announcement of the intent of any Person (other
than the Corporation or any Subsidiary of the Corporation) to commence a Take-over Bid (other than a Take-over Bid which is a Permitted
Bid so long as such Take-over Bid continues to satisfy the requirements of a Permitted Bid), provided that, if any Take-over Bid
referred to in this Subsection 1.1(nn)(ii) expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid
shall be deemed, for purposes of this Subsection 1.1(nn) , never to have been made; and



 








		(iii)	the date upon which a Permitted Bid ceases to be a Permitted Bid;



 


or such later date as may be
determined by the Board of Directors provided that, if the foregoing results in the Separation Time being prior to the Record
Time, the Separation Time shall be the Record Time, and provided that, if the Board of Directors determines pursuant to
Section 5.1 to waive the application of Section 3.1 to a Flip-in Event, the Separation Time in respect of such Flip-in Event shall be deemed never to have occurred.








		(oo)	“Stock Acquisition Date” shall mean the first date of public announcement (which,
for purposes of this definition, shall include, without limitation, a report filed pursuant to section 5.2 of Multilateral Instrument
62-104 or section 13(d) under the 1934 Act) by the Corporation or an Acquiring Person that a Person has become an
Acquiring Person.



 


		(pp)	“Subsidiary” of any specified Person shall mean any corporation or other entity
controlled by such specified Person.



 


		(qq)	“Take-over Bid” means an Offer to Acquire Common Shares or securities convertible
into Common Shares, where the Common Shares subject to the Offer to Acquire, together with the Common Shares into which the securities
subject to the Offer to Acquire are convertible, and the Offeror’s Securities, constitute in the aggregate 20% or more of
the outstanding Common Shares at the date of the Offer to Acquire.



 


		(rr)	“Termination Time” shall mean the time at which the right to exercise Rights
shall terminate pursuant to Sections 5.1



.


		(ss)	“Termination Date” shall have the meaning set forth in Section 5.18






		(tt)	“Trading Day”, when used with respect to any securities, shall mean a day on
which the securities exchange or national securities quotation system on which such securities are listed or admitted to trading
on which the largest number of such securities were traded during the most recently completed calendar year is open for the transaction
of business or, if the securities are not listed or admitted to trading on any securities exchange, a Business Day.





    	 	 	 



    	 	11	 



    

		(uu)	“U.S.-Canadian Exchange Rate” shall mean on any date:



		(i)	if on such date the Bank of Canada sets an average noon spot rate of exchange with a conversion
of one United States dollar into Canadian dollars, such rate;



		(ii)	in any other case, the rate for 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.



		(vv)	“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars
shall mean on any day the United States dollar equivalent of such amount determined by reference to the U.S.-Canadian Exchange
Rate on such date.



		1.2	Currency



All sums of money
which are referred to in this Agreement are expressed in lawful money of Canada.


		1.3	Acting Jointly or in Concert



For purposes of
this Agreement, a Person is acting jointly or in concert with another Person if such Person has any agreement, arrangement or understanding
(whether formal or informal and whether or not in writing) with such other Person to acquire, or Offer to Acquire, any Common Shares
of the Corporation (other than (A) customary agreements with and between underwriters and banking group or selling group members
with respect to a distribution of securities by way of prospectus or private placement, or (B) pursuant to a pledge of securities
in the ordinary course of business).


		1.4	Control



A Person is “controlled”
by another Person or two or more other Persons acting jointly or in concert if:


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



		(b)	in the case of a Person which is not a body corporate, more than 50% of the voting interests of
such entity are held, directly or indirectly, by or for the benefit of the other Person or Persons,



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


		1.5	Holder of Rights



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


		1.6	References to this Agreement



In this Agreement,
unless otherwise provided herein and unless the context otherwise requires, references to “this Agreement”,
“herein”, “hereby” and “hereunder” mean this Agreement as amended and
supplemented from time to time.




    	 	 	 



    	 	12	 



    

Article
2

THE RIGHTS


		2.1	Legend on Common Share Certificates



Certificates for
the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after
the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common
Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed
on, written on or otherwise affixed to them the following legend:


“Until the Separation
Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Shareholder Rights Plan Agreement dated as of March 10, 2013, as such Shareholder Rights Plan
Agreement may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Aurizon
Mines Ltd. (the “Corporation”) and Computershare Trust Company of Canada, as Rights Agent, the terms of which are incorporated
herein by reference and a copy of which is on file at the registered office of the Corporation. In certain circumstances, as set
forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are
“Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a
transferee thereof) 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 Rights Agreement to the holder of this certificate without charge as soon
as practicable after the receipt of a written request therefor.”


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


2.2               
Initial Exercise Price; Exercise of Rights; Detachment of Rights


		(a)	Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the
Separation Time, to purchase, for the Exercise Price, or its U.S. Dollar Equivalent as at the Business Day immediately preceding
the day of exercise of the Right, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the
Corporation or any of its Subsidiaries shall be void.



		(b)	Until the Separation Time,



		(i)	no Right may be exercised; and



		(ii)	each Right will be evidenced by the certificate for the associated Common Share and will be transferable
only together with, and will be transferred by a transfer of, such associated share.



		(c)	After the Separation Time and prior to the Expiration Time, the Rights may be exercised and will
be transferable independent of Common Shares. Promptly following the Separation Time the Rights Agent will mail to each holder
of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares
after the Separation Time and prior to the Expiration Time promptly after such conversion to the holder so converting (other than
an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such
Acquiring Person, the holder of record of such Rights (a “Nominee”)) at such holder’s address as shown
on the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):





    	 	 	 



    	 	13	 



    




		(i)	a Rights Certificate with registration particulars 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 made pursuant thereto or with any rule or
regulation of any stock exchange or securities 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 describing the Rights;



provided that a Nominee shall be
sent the materials provided for in Subsections 2.2 (c)(i) and 2.2 (c)(ii) only in respect of all Common Shares held of record by it which are not Beneficially Owned by such Acquiring
Person, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation
may reasonably require for such purpose.




















		(d)	Rights may be exercised in whole or in part on any Business Day (or on any other day which, in
the city at which an Election to Exercise (as hereinafter defined) is duly submitted to the Rights Agent in accordance with this
Agreement, is not a Saturday, Sunday or a day that is treated as a holiday in such city) after the Separation Time and prior to
the Expiration Time by submitting to the Rights Agent (at its office in the City of Vancouver, Canada or at any other office of
the Rights Agent in the cities designated from time to time for that purpose by the Corporation), the Rights Certificate evidencing
such Rights together with an Election to Exercise (an “Election to Exercise”) substantially in the form attached
to the Rights Certificate duly completed, accompanied by payment by certified cheque, bank draft or money order payable to the
order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient
to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights
being exercised.



 


		(e)	Upon receipt of a Rights Certificate together with a duly completed Election to Exercise
                                                                                            (which does not indicate that the holder so exercising is an Acquiring Person) accompanied by payment as set forth in
                                                                                            Subsection 2.2(d) , the Rights Agent will thereupon promptly:



 





		(i)	requisition from the transfer agent or any co-transfer agent of the Common Shares certificates
for the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with
all such requisitions);



 


		(ii)	when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing
fractional Common Shares and, after receipt, deliver such cash to or to the order of the registered holder of the Rights Certificate;



 


		(iii)	after receipt of the Common Share certificates, deliver the same to or upon the order of the registered
holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and



 


		(iv)	tender to the Corporation all payments received on exercise of the Rights.





    	 	 	 



    	 	14	 



    

		(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 shares delivered
upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise
Price), be duly and validly authorized, executed, issued and delivered and 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 Business Corporations Act, the Securities Act, the securities acts or comparable legislation of each of the
other provinces of Canada, the 1933 Act and the 1934 Act, and the rules and regulations thereunder or any other applicable
law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any shares
upon exercise of Rights;



		(iii)	use reasonable efforts to cause all shares issued upon exercise of Rights to be listed on the principal
exchanges or traded in the over-the-counter markets on which the shares were traded immediately prior to the Stock Acquisition
Date;



		(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;



		(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 payable in respect of the original issuance or delivery
of the Rights Certificates or certificates for shares, provided that the Corporation shall not be required to pay any transfer
tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the
issuance or delivery of certificates for shares in a name other than that of the holder of the Rights being transferred or exercised;
and



		(vi)	after the Separation Time, except as permitted by Section 5.1 or Section 5.4 , not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably
foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.



 








2.3               
Adjustments to Exercise Price; Number of Rights


The Exercise Price,
the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 2.3


.


		(a)	In the event the Corporation shall at any time after the Effective Date and prior to the Expiration
Time:



		(i)	declare or pay a dividend on the Common Shares payable in Common Shares (or other capital stock
or securities exchangeable for or convertible into or giving a right to acquire Common Shares or other capital stock) other than
pursuant to any optional stock dividend program, dividend reinvestment plan or a dividend payable on Common Shares in lieu of a
regular periodic cash dividend;





    	 	 	 



    	 	15	 



    

		(ii)	subdivide or change the then outstanding Common Shares into a greater number of Common Shares;



		(iii)	combine or change the then outstanding Common Shares into a smaller number of Common Shares; or



		(iv)	issue any Common Shares (or other capital stock or securities exchangeable for or convertible into
or giving a right to acquire Common Shares or other capital stock) in respect of, in lieu of or in exchange for existing Common
Shares in a reclassification, amalgamation, merger, statutory arrangement or consolidation,



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, combination or issuance would hold
thereafter as a result thereof and (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 allocated among the Common Shares with respect to which
the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision,
change, combination or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated
with it. 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 number of securities that a holder of the securities purchasable upon exercise of
one Right immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof.
If after the Effective Date 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 Subsections 2.3(a)(i) or 2.3(a)(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 agree to amend this Agreement in order to effect such treatment. If
an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1, 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 Subsection 2.3(a) shall be made successively, whenever an event referred
to in Subsection 2.3(a) occurs.














In the event the Corporation shall
at any time after the Effective Date and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred
to in the preceding paragraph, 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 Common Share.


		(b)	In the event the Corporation shall at any time after the Effective Date and prior to the
                                                                                            Expiration Time fix a record date for the making of a distribution to all holders of Common Shares of rights or warrants
                                                                                            entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common
                                                                                            Shares (or securities convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares)
                                                                                            at                                                                                             a price per Common Share (or,
                                                                                            if a security convertible into or exchangeable for or carrying a right to purchase or subscribe
                                                                                            for Common Shares, having a conversion, exchange or exercise price (including the price required to be paid to purchase such
                                                                                            convertible or exchangeable security or right per share)) less than 90% of the Market Price per Common Share on such record
                                                                                            date, the Exercise 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 which 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
                                                                                            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 is
                                                                                            satisfied in whole or in part by consideration in a form other than cash the value of such consideration shall be as
                                                                                            determined by the Board of Directors whose determination shall be described in a statement filed with the Rights Agent and
                                                                                            shall be binding on the Rights Agent and the holders of Rights. 
  Such adjustment shall be made
successively whenever such a record date is fixed. To the extent that such rights or warrants are not exercised prior to the
expiration thereof, the Exercise Price shall be readjusted in the manner contemplated above based on the number of Common
Shares (or securities convertible into Common Shares) actually issued upon the exercise of such rights or warrants. For
purposes of this Subsection 2.3(b) , the granting of the right to purchase Common Shares 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.







    	 	 	 



    	 	16	 



    










		(c)	In the event the Corporation shall at any time after the Effective Date and prior to the Expiration
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 or a dividend paid in Common Shares) or rights or warrants entitling them to subscribe
for or purchase Common Shares (or Convertible Securities in respect of Common Shares) at a price per Common Share (or, in the case
of a Convertible Security in respect of Common Shares having a conversion or exercise price per share (including the price required
to be paid to purchase such Convertible Security) less than 90% of the Market Price per Common Share on such record date (excluding
those referred to in Subsection 2.3(b) ), the Exercise 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 less the fair market value (as
determined by the Board of Directors of the Corporation) of the portion of the assets, evidences of indebtedness, rights or warrants
so to be distributed applicable to each of the securities purchasable upon exercise of one Right (such determination to be described
in a statement filed with the Rights Agent shall be binding on the Rights Agent and the holders of the Rights). Such adjustment
shall be made successively whenever such a record date is fixed.



 





		(d)	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, combination or
issuance, in the case of an adjustment made pursuant to Subsection 2.3(a); and






		(ii)	the record date for the applicable dividend or distribution, in the case of an adjustment made
pursuant to Subsections 2.3(b) or 2.3(c), subject to readjustment to reverse the
 same, if such dividend or distribution shall not be made.












		(e)	In the event the Corporation shall at any time after the Effective Date and prior to the Expiration
Time issue any shares of capital stock (other than Common Shares), or rights 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 Subsections 2.3(a)(i) or 2.3(a)(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 determines that the adjustments contemplated by Subsections
2.3(a) , 2.3(b) and 2.3(c) are not applicable or will not appropriately protect the interests of the holders of Rights, the Corporation
may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights
would be appropriate and, if the adjustments contemplated by Subsections 2.3(a) , 2.3(b) and 2.3(c) are applicable, notwithstanding such Subsections, the adjustments so determined by the Corporation, rather
than adjustments contemplated by Subsections 2.3(a), 2.3(b) and 2.3(c), shall be made. The Corporation and the Rights Agent shall amend this Agreement in accordance with Section
5.4 to provide for such adjustments.





    	 	 	 



    	 	17	 



    





































		(f)	Each adjustment to the Exercise Price made pursuant to this Section 2.3 shall be calculated to the nearest cent or to the nearest ten-thousandth of a share. 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. Whenever an adjustment to the Exercise Price is made pursuant to this Section
2.3, the Corporation shall:



 








		(i)	promptly prepare a certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment; and



 


		(ii)	promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of
such certificate and mail a brief summary thereof to each holder of Rights who requests a copy.



 


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


		(g)	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.



 


		(h)	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.



		(i)	In any case in which this Section 2.3 shall require that an adjustment in an 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 an appropriate instrument evidencing such holder's right to receive such additional Common Shares (fractional or
otherwise) or other securities upon the occurrence of the event requiring such adjustment.






 


		(j)	Notwithstanding anything in this Section 2.3 to the contrary, the Corporation shall be entitled to make such adjustments 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 shall determine to be advisable in order
that any:



 








		(i)	subdivision or consolidation of the Common Shares;





    	 	 	 



    	 	18	 



    

		(ii)	issuance (wholly or in part for cash) of any Common Shares at less than the applicable Market Price;



		(iii)	issuance (wholly or in part for cash) of any Common Shares or securities 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,



shall not be taxable
to such shareholders.


		(k)	Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon the
exercise of Rights is made pursuant to this Section 2.3, the Corporation shall:



 





		(i)	promptly prepare a certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment;



 


		(ii)	promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of
such certificate and mail or cause to be mailed a brief summary thereof to each holder of Rights who requests a copy; and



 


		(iii)	(iii) cause notice of the particulars of such adjustment to be given to the holders of the Rights
by way of press release or by such other means as the Corporation may determine.



 


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 is issued upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Common Shares represented thereby, and such certificate shall be dated the date upon which the Rights Certificate
evidencing such Rights was duly surrendered (together with a duly completed Election to Exercise) and payment of the Exercise Price
for such Rights (and any additional amount in respect to 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 any one of its Chairman
of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President,
the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation. 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.
Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time
and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent
shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and mail such Rights Certificates
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.





    	 	 	 



    	 	19	 



    







		(b)	Each Rights Certificate shall be dated the date of countersignature thereof.



 


		2.6	Registration, Registration of Transfer and Exchange



		(a)	Following 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.



		(b)	Following 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(d), the Corporation shall execute, and the Rights Agent shall countersign and deliver, in the name of the holder
or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates
evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.



 





		(c)	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.



 


		(d)	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 Section 2.6, 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) in connection
therewith.



 





		(e)	The Corporation shall not be required to register the transfer or exchange of any Rights after
the Rights have been redeemed 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 of ownership of any Rights Certificate, (ii) evidence to their satisfaction of the destruction, loss or theft of any
Rights Certificate and (iii) such security and indemnity as may be required by each of 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.





    	 	 	 



    	 	20	 



    

		(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 2.7in lieu of any destroyed, lost or stolen Rights Certificate shall evidence an original additional 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



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


		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.





 


		2.10	Agreement of Rights Holders



 


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


		(a)	to be bound by and subject to the provisions of this Agreement, as amended from time to time in
accordance with the terms hereof, in respect of all Rights held;



		(b)	that, prior to the Separation Time, each Right will be transferable only together with, and will
be transferred by a transfer of, the associated Common Share;



		(c)	that, after the Separation Time, the Rights Certificates will be transferable only on the Rights
Register as provided herein;



		(d)	that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated
Common Share certificate) for registration of transfer, the 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
Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than
the 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;





    	 	 	 



    	 	21	 



    

		(e)	that such holder of Rights has waived his right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided herein);



		(f)	that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of
Directors this Agreement may be supplemented or amended from time to time as provided herein; and



 





		(g)	that, 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 any other Person as a result of its inability to perform any
of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued
by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance
of such obligation.



 


Article
3

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS


3.1               
Flip-in Event


		(a)	Subject to Subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d), in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such
action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required
to satisfy the requirements of the applicable securities acts or comparable legislation or the rules of any stock exchange on which
the Common Shares and Rights may be listed so that, except as provided below, each Right shall thereafter constitute the right
to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the
Corporation 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 the foregoing or any other provisions of this Agreement, upon the occurrence of
any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition
Date by:



 


		(i)	an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting
jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or



 


		(ii)	a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring
Person or any Person acting jointly or in concert with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person)
in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors has determined is part
of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person or any Person acting
jointly or in concert with an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person) that has the
purpose or effect of avoiding clause (i) of this Subsection 3.1(b),



,


shall become void and any holder
of such Rights (including transferees) shall thereafter have no right, to exercise such Rights under any provision of this Agreement
and shall not have any other rights whatsoever in respect of 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 void under this Subsection 3.1 (b) shall be deemed to be an Acquiring Person for the purposes of this
Subsection 3.1 (b) and such Rights shall become null and void.




    	 	 	 



    	 	22	 



    




		(c)	From and after the Separation Time, the Corporation shall do all such acts and things as shall
be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of
the Business Corporations Act, the Securities Act and the securities laws or comparable legislation of each of the
provinces of Canada and of the United States and each of the states thereof and any other applicable law, rule or regulation in
respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.



 





		(d)	Any Rights Certificate that represents Rights Beneficially Owned by a Person described in
                                                               either clauses (i) or (ii) of Subsection 3.1(b) 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 Beneficially Owned by a Person who was an Acquiring Person or who was an
Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or
in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances
specified in Subsection 3.1(b) of the Rights Agreement.”





provided 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 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 an Acquiring Person, an Affiliate or Associate
thereof or a Person acting jointly or in concert with any of them.


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 such co-Rights Agents (the “Co-Rights Agents”) as it may
                                                                                            deem necessary or desirable, subject to the consent of the Rights Agent, acting reasonably. 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 Co-Rights Agent. 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 directors, officers, employees and
                                                                                            agents for, and to hold them harmless against, any loss, liability, cost, claim, action, damage or expense, incurred without
                                                                                            gross negligence, bad faith or wilful misconduct on the part of the Rights Agent or its directors, officers, employees and
                                                                                            agents 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 costs and expenses
                                                                                            of defending against any claim of liability, which right to indemnification will survive the termination of
this Agreement or the resignation or removal of the Rights Agent.





    	 	 	 



    	 	23	 



    




		(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. At any time, upon request, the Corporation shall provide
to the Rights Agent an incumbency certificate with respect to the current directors and officers of the Corporation. Provided that
failure to inform the Rights Agent of 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 or stockholder 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 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 Rights Certificates so countersigned; and in case at that time any of the Rights Certificates
                                                               shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in
                                                               its changed name; and in all such cases such Rights Certificates shall 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 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; the Rights Agent may also, with the approval of the Corporation
(such approval not to be unreasonably withheld) and at the expense of the Corporation, consult with such other experts as the Rights
Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert.





    	 	 	 



    	 	24	 



    




		(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 a person believed by the Rights Agent to be the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President, 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 or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.



		(c)	The Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful
misconduct.



		(d)	The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals
contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof)
or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the 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 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 Section 2.3 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or
warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any
Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.



 











		(f)	The Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.



 


		(g)	The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance
of its duties hereunder from any person believed by the Rights Agent to be the Chairman of the Board, the President, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such persons for advice or instructions
in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in reliance upon
instructions of any such person; it is understood that instructions to the Rights Agent shall, except where circumstances make
it impracticable 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.



 


		(h)	The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights
Agent may buy, sell or deal in Common Shares, Rights or other securities of the 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.





    	 	 	 



    	 	25	 



    




		(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 60 days’ notice (or such lesser notice as is
acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of Common Shares by registered or
certified mail, and to the holders of the Rights in accordance with Section 5.9. The Corporation may remove the Rights Agent upon 30 days’ notice in writing given to the Rights Agent
and to each transfer agent of the Common Shares (by personal delivery, or registered or certified mail). 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, then the resigning Rights Agent, at the expense
of the Corporation, or any 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 Alberta.
After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall, upon the receipt
of all outstanding fees and expenses, 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 each 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.








		4.5	Compliance with Money Laundering Legislation



The Rights Agent
shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other
reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any applicable
anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Rights Agent reasonably determine
at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering
or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice
to the Corporation, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance;
and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10-day period, then such
resignation shall not be effective.


		4.6	Privacy Provision



The parties acknowledge
that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively,
“Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this
Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy
Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain
and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or
will have determined that such consents either have previously been given upon which the parties can rely or are not required under
the Privacy Laws. The
Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.




    	 	 	 



    	 	26	 



    

.


Article
5

MISCELLANEOUS


5.1               
Redemption and Termination


		(a)	The Board of Directors may, with the prior consent of holders of Common Shares or of the
                                                                                            holders of Rights given in accordance with Subsections 5.1(f) or 5.1(g), as the case may be, 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 the provisions of
                                                                                            this Section 5.1, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of
                                                                                            $0.000001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3
shall have occurred (such redemption price being herein referred to as the “Redemption Price”).



















 








		(b)	The Board of Directors may, with the prior consent of the holders of Common Shares given in accordance
with Subsection 5.1(f), if such Flip-in Event would occur by reason of an acquisition of Common Shares otherwise than pursuant to
a Take-over Bid made by means of a Take-over Bid circular to all holders of record of Common Shares and otherwise than in the circumstances
set forth in Subsection 5.1(d), to waive the application of Section 3.1 to such Flip-in Event. In the event
that the Board of Directors proposes such a waiver, the Board of Directors shall extend the Separation Time to a date subsequent
to and not more than ten Business Days following the meeting of shareholders called to approve such waiver.






 











		(c)	The Board of Directors may, prior to the occurrence of a Flip-in Event as to which the application
of Section 3.1 has not been waived under this clause, determine, upon prior written notice to the Rights Agent, to waive
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 made by means of a Take-over Bid circular
to all holders of record of Common Shares which is made prior to the expiry of any Take-over Bid in respect of which a waiver is,
or is deemed to have been, granted under this Subsection 5.1(c).



 

















		(d)	The Board of Directors may, in respect of any Flip-in Event waive the application of Section
                                                                                            3.1 to that Flip-in Event, provided that both of 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 intent or knowledge that it would become an Acquiring Person; and



 


		(ii)	such Acquiring Person has reduced its Beneficial Ownership of Common Shares such that at the time
of waiver pursuant to this Subsection 5.1(d) it is no longer an Acquiring Person.



 





		(e)	Where, pursuant to a Permitted Bid, a Competing Permitted Bid or a Take-over Bid in respect of
which the Board of Directors has waived, or is deemed to have waived, pursuant to Subsection 5.1(c), the application of Section 3.1, a Person acquires outstanding Common Shares, then the Board of Directors shall immediately upon the consummation
of such acquisition without further formality be deemed to have elected to redeem the Rights at the Redemption Price.











    	 	 	 



    	 	27	 



    

		(f)	If a redemption of Rights pursuant to Subsection 5.1(a) or a waiver of a Flip-in Event
                                                                                            pursuant to Subsection 5.1(b) is proposed at any time prior to the Separation Time, such redemption or waiver shall be submitted for approval
to the holders of Common Shares. Such approval shall be deemed to have been given if the redemption or waiver is approved by the
affirmative vote of a majority of the votes cast by Independent Shareholders represented in person or by proxy at a meeting of
such holders duly held in accordance with applicable laws and the Corporation’s by-laws.



 








		(g)	If a redemption of Rights pursuant to Subsection 5.1(a) is proposed at any time after the Separation Time, such redemption shall be submitted for approval to the
holders of Rights. Such approval shall be deemed to have been given if the redemption is approved by holders of Rights by a majority
of the votes cast by the holders of Rights represented in person or by proxy at and entitled to vote at a meeting of such holders.
For the purposes hereof, each outstanding Right (other than Rights which are Beneficially Owned by any Person referred to in clauses
(i) to (v) inclusive of the definition of Independent Shareholders) shall be entitled to one vote, and the procedures for the calling,
holding and conduct of the meeting shall be those, as nearly as may be, which are provided in the Corporation’s by-laws and
the Business Corporations Act with respect to meetings of shareholders of the Corporation.



 





		(h)	Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise terminated after the
Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board may elect to redeem all the outstanding
Rights at the Redemption Price. Upon such redemption, all of the provisions of this Agreement shall continue to apply as if the
Separation Time had not occurred and the Corporation shall be deemed to have issued replacement Rights to the holders of its then
outstanding Common Shares, subject to and in accordance with the provisions of this Agreement.



		(i)	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, such redemption is approved by the holders of Common Shares or the holders of Rights in accordance
with Subsection 5.1(f) or (g), as the case may be, 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 will be to receive the Redemption Price.



 











		(j)	Within 10 Business Days of the Board of Directors electing or having been deemed to have elected
to redeem the Rights or, if Subsection 5.1(a) is applicable within 10 Business Days after the holders of Common Shares or the holders of Rights have approved
a redemption of Rights in accordance with Subsection 5.1(f) or 5.1(g) , as the case may be, the Corporation shall give notice of redemption to the holders of the then outstanding
Rights by mailing such notice to each such holder at its last address as it appears upon the register of the Rights Agent or, prior
to the Separation Time, on the register of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein
provided will be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method
by which the payment of the Redemption Price will be made. The Corporation may not redeem, acquire or purchase for value any Rights
at any time in any manner other than that specifically set forth in this Section 5.1 or in connection with the purchase of Common Shares prior to the Separation Time.



 














		(k)	The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application
of Section 3.1 made by the Board of Directors under this Section 5.1






.


		5.2	Expiration



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







    	 	 	 



    	 	28	 



    

		5.3	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 of or kind or class of shares purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.


		5.4	Supplements and Amendments



		(a)	No amendment, variation or deletion of this Agreement or the Rights shall be made without the
                                                                                                                         prior consent of the shareholders of the Corporation or holders of the Rights, subject to Subsections 5.4 (b) and 5.4(c), except that amendments, variations or deletions made for any of the following purposes shall not require
such prior approval:



 








		(i)	subject to subsequent ratification in accordance with Subsection 5.4 (b), in order to make such changes as are necessary in order to maintain the validity of this Agreement and the
Rights as a result of any change in any applicable legislation, regulations or rules; or



 








		(ii)	in order to make such changes as are necessary in order to cure any clerical or typographical error.



 


Notwithstanding
anything in this Section 5.4 to the contrary, no amendment, variation or deletion shall be made to the provisions of Section
4.4 or any other provision specifically relating to the rights or duties of the Rights Agent except with the written
concurrence of the Rights Agent thereto.








(b)                
Any amendment, variation or deletion made by the Board pursuant to Subsection 5.4 (a) which requires shareholder approval shall, if made:








		(i)	prior to the Separation Time, be submitted to the shareholders of the Corporation at the next meeting
of shareholders and the shareholders may, by resolution passed by a majority of the votes cast by Independent Shareholders who
vote in respect of such amendment, variation or deletion, confirm or reject such amendment or supplement; or



 


		(ii)	after the Separation Time, be submitted to the holders of Rights at a meeting to be held on a
                                                                                           date not later than the date of the next meeting of shareholders of the Corporation and the holders of Rights may, by
                                                                                           resolution passed by a majority of the votes cast by the holders of Rights which have not become void pursuant to Subsection
                                                                                           3.1(b) ,who vote in respect of such amendment, variation or deletion, confirm or reject such amendment or supplement.









 


Any amendment,
variation or deletion subject to shareholder approval shall be effective from the later of the date of (i) the consent of the holders
of Common Shares or Rights, as applicable, adopting such amendment, variation or deletion (ii) the date of approval thereof by
the Toronto Stock Exchange and (iii) to the extent required, the date of approval thereof by the NYSE MKT LLC (the “NYSE
MKT”) (except in the case of another amendment, variation or deletion referred to in Paragraph 5.4 (a)(i) , which shall be effective from the later of the date of (x) the resolution of the Board adopting
such amendment, variation or deletion, (y) the date or approval thereof by the Toronto Stock Exchange and (z) to the extent
required, the date of approval thereof by the NYSE MKT and shall continue in effect until it ceases to be effective (as in
this Subsection 5.4(b) described) and, where such amendment, variation or deletion is confirmed, it shall continue in effect in the
form so confirmed). If an amendment, variation or deletion pursuant to Paragraphs 5.4 (a)(i) or 5.4 (b) (ii) is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or
holders of Rights as required, then such amendment, variation or deletion shall cease to be effective from and after the termination
of the meeting at which it was rejected or to which it should
have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not
held, and no subsequent resolution of the Board to amend, vary or delete any provision of this Agreement to substantially the same
effect shall be effective until confirmed by the shareholders or holders of Rights, as the case may be.


























  




    	 	 	 



    	 	29	 



    




		(c)	For greater certainty, neither the exercise by the Board of any power or discretion conferred on
it hereunder nor the making by the Board of any determination or the granting of any waiver it is permitted to make or give hereunder
shall constitute an amendment, variation or deletion of the provisions of this Agreement or the Rights, for purposes of this Section
5.4 or otherwise.






		(d)	The approval, confirmation or consent of the holders of Rights with respect to any matter arising
hereunder shall be deemed to have been given if the action requiring such approval, confirmation or consent is authorized by the
affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights
and representing a majority of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights
which are void pursuant to the provisions hereof or which, prior to the Separation Time, are held otherwise than by Independent
Shareholders) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those,
as nearly as may be, which are provided in the Corporation's constating documents and the Business Corporations Act with
respect to meetings of shareholders of the Corporation.



 


		5.5	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. 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 of a whole Right in lieu of such fractional Rights as of the date such fractional Rights would otherwise be issuable. 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)(iii).



.


		(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 of one Common Share at the date of such exercise. The Rights Agent shall have
no obligation to make any payments in lieu of fractional Common 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)(iii).



.


		5.6	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 he is entitled,
in the manner provided in this Agreement and in such holder’s Rights Certificate. 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.




    	 	 	 



    	 	30	 



    

		5.7	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 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 or holders of any other
securities of the Corporation except as expressly provided herein, 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.


		5.8	Notice of Proposed Actions



In case the Corporation
shall propose after the Separation Time and prior to the Expiration Time:


		(a)	to effect or permit (in cases where the Corporation’s permission is required) any Flip-in
Event; or



		(b)	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 5.9, a notice of such proposed action, which shall specify the date on which such Flip-in Event, liquidation,
dissolution, or winding up is to take place, and such notice shall be so given at least 10 Business Days prior to the date of taking
of such proposed action by the Corporation.





		5.9	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:


Aurizon Mines Ltd.


1120, Cathedral Place, 925 West
Georgia Street


Vancouver, British Columbia


V6C 3L2


Attention:President and Chief
Executive Officer


Fax:(604) 687-3932


 


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:


Computershare Trust Company of Canada


510 Burrard Street


Vancouver British Columbia


V6C 3A2


Attention:              General Manager


Fax:                         (604) 661-9401


 




    	 	 	 



    	 	31	 



    

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 5.9 shall be deemed to have been given and to have been received on the day of delivery, if so delivered, on
the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike,
lockout or other cause) following the mailing thereof, if so mailed, and on the day of 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 5.9 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.


		5.10	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) incurred by such holder in actions to enforce his rights
pursuant to any Rights or this Agreement.


		5.11	Successors



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


		5.12	Benefits of this Agreement



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


		5.13	Descriptive Headings



Descriptive headings
appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.


		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.




    	 	 	 



    	 	32	 



    




		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 is, in any jurisdiction and to any extent, 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           
Termination Date


This Agreement is
effective and in full force and effect in accordance with its terms from and after the Effective Date until the earliest to occur
of:


		(a)	the date that is two Business Days after the Aurizon Meeting,



		(b)	the close of business on the date that is one Business Day after Alamos Gold Inc. notifies the
Corporation and the Rights Agent that it intends to take up and pay for Common Shares tendered under the Alamos Bid, provided that
on the date of such notice:



		(i)	Alamos is able to provide sufficient evidence to the Rights Agent, acting reasonably, that as of
such date more than 50% of the outstanding Common Shares held by Independent Shareholders have been deposited to the Alamos Bid
and not withdrawn; and



		(ii)	Alamos makes a public announcement through a newswire service stating that (A) all the conditions
precedent to the Alamos Bid have been satisfied or waived, and (B) subject only to the satisfaction of the requirements of this
Section 5.18(b), it will take up and pay for the Common Shares deposited to the Alamos Bid,



		(c)	the date that is two Business Days after the Arrangement Agreement is terminated in accordance
with its terms, and



		(d)	June 30, 2013,



(the “Termination Date”)


and from and after
the Termination Date the Corporation shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption
Price and this Agreement and any outstanding Rights shall be of no further force and effect.


		5.19	Regulatory Approvals



Any obligation of
the Corporation or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or
consent from any governmental or regulatory authority. Without limiting the generality of the foregoing, any issuance or delivery
of debt or equity securities (other than non-convertible debt securities) of the Corporation upon the exercise of Rights and any
amendment or supplement to this Agreement shall be subject to the
prior consent of the Toronto Stock Exchange, the NYSE MKT or any other exchange upon which the Common Shares of the Corporation
may be listed.




    	 	 	 



    	 	33	 



    




		5.20	Declaration as to Non-Canadian and Non-U.S. Holders



 


If in the opinion
of the Board of Directors (who may rely upon the advice of counsel), any action or event contemplated by this Agreement would require
compliance with the securities laws or comparable legislation of a jurisdiction outside Canada and the United States of America,
its territories and possessions, the Board of Directors may take such actions as it may deem appropriate to ensure that such compliance
is not required, including without limitation establishing procedures for the issuance to a Canadian resident Fiduciary of Rights
or securities issuable on exercise of Rights, the holding thereof in trust for the Persons entitled thereto (but reserving to the
Fiduciary or to the Fiduciary and the Corporation, as the Corporation may determine, absolute discretion with respect thereto)
and the sale thereof and remittance of the proceeds of such sale, if any, to the Persons entitled thereto. In no event shall the
Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons
who are citizens, residents or nationals of any jurisdiction other than Canada and a province or territory thereof and the United
States of America and any state thereof in which such issue or delivery would be unlawful without registration of the relevant
Persons or securities for such purposes.


		5.21	Determinations and Actions by the Board of Directors



All actions and
determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors pursuant
to this Agreement shall not subject any member of the Board of Directors to any liability whatsoever to the holders of the Rights.


		5.22	Force Majeure



No party shall be
liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of
any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial
order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions,
disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time
lost because of any delay that is excusable under this Section.




    	 	 	 



    	 	34	 



    

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


AURIZON MINES LTD.


PER:       
/s/
George Paspalas


Name: George
Paspalas


		Title: President and Chief Executive Officer	



 


COMPUTERSHARE TRUST COMPANY OF
CANADA


PER:      /s/
Karl Burgess


Name: Karl Burgess


Title: Manager


PER:
        /s/
David Cavasin 


Name: David
Cavasin


Title: Manager




    	 



    	 



    

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 RIGHTS AGREEMENT. IN CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION
3.1(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR TRANSFEREE OF AN ACQUIRING PERSON
OR ITS AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN CONCERT
WITH ANY OF THEM MAY BECOME VOID .





Rights Certificate


This certifies that
_________________________________________________ is the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement
dated as of March 10, 2013, as such may from time to time be amended, restated, varied or replaced, (the “Rights Agreement”)
between Aurizon Mines Ltd., a corporation amalgamated under the laws of the Province of Alberta (the “Corporation”),
and Computershare Trust Company of Canada, 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 (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such
term is 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 together with the Form of Election
to Exercise duly executed to the Rights Agent at its principal office in the City of Vancouver or in such other cities as may be
designated by the Corporation from time to time. Until adjustment thereof in certain events as provided in the Rights Agreement,
the Exercise Price shall be: (i) until the Separation Time, an amount equal to three times the Market Price (as such term is defined
in the Rights Agreement), 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.


In certain circumstances
described in the Rights Agreement, the number of Common Shares which each Right entitles the registered holder thereof to purchase
shall be adjusted 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 Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and
are available upon written request.


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 Rights Certificate may be redeemed by the Corporation at a redemption price
of $0.000001 per Right, subject to adjustment in certain events, under certain circumstances at its option.


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




    	 	 	 



    	 	2	 



    

No holder of this
Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares
or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the 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 meetings 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:                                                                                  


 


AURIZON MINES LTD.


By:                                                                                           


Authorized Officer


Countersigned:


 


COMPUTERSHARE TRUST COMPANY OF
CANADA


 


By:                                                                                        


Authorized Signature




    	 



    	 



    

FORM OF ASSIGNMENT


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


FOR VALUE RECEIVED
                                                                                                                                                              


hereby sells, assigns and transfers to                                                                                                                                                        


(Please print name
and address of transferee)


the Rights represented by this Rights
Certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and appoints ____________________________________as
attorney, to transfer the within Rights on the books of the Corporation, with full power of substitution.


Dated:


Signature Guaranteed:


                                                                                                                _______________________________________________ 


Signature


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


Signature must be guaranteed by a Canadian
Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange
Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).





	 






(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 capitalized terms, and the phrase “acting jointly
or in concert”, are used as defined in the Rights Agreement).


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.)




    	 	 	 



    	 	2	 



    

NOTICE


In the event the certification set forth
above in the Form of Election to Exercise is not completed upon exercise of the Right(s) evidenced hereby or in the event that
the certification set forth above in the Form of Assignment is not completed upon the assignment of the Right(s) evidenced hereby,
the Corporation will deem the Beneficial Owner of the Right(s) evidenced by this Rights Certificate to be an Acquiring Person or
an Affiliate or Associate thereof or a Person acting jointly or in concert with any of them (each as defined in the Rights Agreement)
and, in the case of an assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights
Certificate.




    	 



    	 



    

(To be attached to each Rights Certificate)


FORM OF ELECTION TO EXERCISE


TO:         AURIZON MINES LTD.


The undersigned hereby irrevocably elects
to exercise ______________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares (or
other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares (or other,
securities or title to such property) be issued in the name of:


___________________________________________


(Name)


___________________________________________


(Street)


___________________________________________


(City and State or
Province)


___________________________________________


(Country, Postal Code
or Zip Code)


___________________________________________


SOCIAL INSURANCE, SOCIAL
SECURITY OR


OTHER TAXPAYER IDENTIFICATION
NUMBER




    	 



    	 



    

If such number of Rights shall not be
all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered
in the name of and delivered to:


______________________________________


(Name)


______________________________________


(Street)


______________________________________


(City and State or
Province)


______________________________________


(Country, Postal Code
or Zip Code)


______________________________________


SOCIAL INSURANCE, SOCIAL
SECURITY OR


OTHER TAXPAYER IDENTIFICATION
NUMBER


Dated:


Signature Guaranteed:





	 	 	 






Signature


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


Signature must be guaranteed by a Canadian
Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange
Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).





	 
	(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 capitalized terms, and the phrase “acting jointly
or in concert”, are used as defined in the Rights Agreement).


Dated:                                                                                                           Signature:                                                                                   


NOTICE


In the event the certification set forth above
in the Form of Election to Exercise is not completed upon exercise of the Right(s) evidenced hereby or in the event that the certification
set forth above in the Form of Assignment is not completed upon the assignment of the Right(s) evidenced hereby, the Corporation
will deem the Beneficial Owner of the Right(s) evidenced by this Rights Certificate to be an Acquiring Person, an Affiliate or
Associate thereof or a Person acting jointly or in concert with any of them (each as defined in the Rights Agreement) and, in the
case of an assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate.