Shareholder Rights Plan From Page 106 of the
Annual Information Form which is posted on www.sedar.com Shareholders’ Rights Plan
The Company entered into a Shareholders’ Rights Plan agreement dated September 24, 2012 with
CST Trust Company which was approved by the shareholders at the 2012 Annual and Special Meeting of
the Shareholders. The Shareholders’ Rights Plan does not extend to Australian holders of Common
Shares, or Australian CDI holders, unless and until applicable Australian corporations’ law requirements
are fulfilled. This approach does not affect any other rights of Australian holders of Common Shares and
CDI holders. The following is a summary of the Rights Plan.
Issuance of Rights
One right has been issued by the Corporation in respect of each Common Share issued to date,
excluding any Common Share held by an Australian shareholder, and one right will be issued in respect
of each Common Share issued before the earlier of the “Separation Time” (as defined below) and the
“Expiration Time” (as defined below), excluding any Common Share held by an Australian shareholder.
Each right permits the registered holder of the right to purchase from the Corporation one Common Share
of the Corporation at an exercise price equal to three times the market price of a Common Share
determined as at the Separation Time, subject to adjustment and certain “anti-dilution” provisions. If a
“Flip-in Event” occurs (as described below), each right will be adjusted and entitle the registered holder
to receive, upon payment of the exercise price, Common Shares of the Corporation having an aggregate
market price equal to twice the exercise price.
Trading of Rights
Until the Separation Time, the rights are represented by the Common Share certificates of the
Corporation and are transferable only together with the Common Shares. From and after the Separation
Time, separate certificates evidencing the rights, together with a disclosure statement prepared by the
Corporation describing the rights, will be mailed to registered holders of Common Shares (other than an
“Acquiring Person”, as defined below) as of the Separation Time. The rights may be transferred
separately from the Common Shares after the Separation Time.
Separation Time
The “Separation Time” is the close of business on the eighth trading day after the earlier of (i) the
“Stock Acquisition Date”, which is the first date of public announcement or disclosure of facts indicating
that a person has become an Acquiring Person; and (ii) the date of the commencement of, or first public
announcement or disclosure of the intent of any person (other than the Corporation or any corporation
controlled by the Corporation) to commence, a Take-Over Bid (other than a “Permitted Bid”, a
“Competing Permitted Bid”, as each such term is defined below, or an offer to acquire voting shares (as
defined below) by a person which, if consummated, would by virtue of certain of the exceptions
contained in the Rights Plan, exclude that person from the definition of Acquiring Person). The
Separation Time can be a later date as may from time to time be determined by the Board of Directors of
the Corporation.