Finally found the DRV Shareholders Rights document. It was located as Schedule 'M' in the "Management Information Circular" issued Sept. 16, 2008. I found the Circular on SEDAR.

I haven't gone through it yet, but I have a flight tomorrow that will be perfect for reading this kind of dry stuff. I have also pasted it below for reference:

Trainboy

(Agoracom has cr@ppy pasting capabilities. If you really want to study it, download it from SEDAR. It's a nice, neat PDF file.

SCHEDULE “M”

SUMMARY OF RIGHTS PLAN

The following is a summary of the terms and conditions of the Shareholder Rights Plan. The summary is

qualified in its entirety by, and is subject to, the full text of the Shareholders Rights Plan Agreement between Duran

Ventures Inc. and Equity Transfer & Trust Company, which is expected to be entered into on the terms and

conditions summarized below, a copy of which will be available on the SEDAR website at www.sedar.com or on

request from the President and Chief Executive Officer of Duran as described in the Circular.

All capitalized terms used in the summary without definition have the meanings attributed to them in the

Shareholder Rights Plan unless otherwise indicated. In addition, all references to section numbers in the summary

refer to section numbers of the Shareholder Rights Plan unless otherwise indicated.

Plan Summary

(a) Issuance of Rights

Holders of Shares are entitled to one Right for each Share evidenced thereby. The Rights are not

exercisable until the Separation Time. If a Flip-in Event occurs, each Right will entitle the registered holder to

receive, upon payment of the Exercise Price, Shares having an aggregate market price equal to twice the Exercise

Price. Prior to the Separation Time, the Exercise Price is, subject to adjustment from time to time, an amount equal

to three times the Market Price, from time to time, per Share and, from and after the Separation Time, the Exercise

Price is, subject to adjustment from time to time, an amount equal to three times the Market Price, as at the

Separation Time, per Share.

The Shareholder Rights Plan contains provisions pursuant to which the Exercise Price and/or the number of

Rights may be adjusted in certain events, including in the event of a subdivision or consolidation of Shares and

certain rights offerings.

(b) Trading of Rights

Until the Separation Time (or the earlier termination or expiration of the Rights), the Rights will be

evidenced by the certificates representing the Shares and will be transferable only together with the associated

Shares. Following the Separation Time, separate certificates evidencing the Rights (the “Rights Certificates”) will

be mailed to holders of record of Shares (other 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). Rights Certificates will also be issued in respect of Shares issued after the Separation Time and prior to

the Expiration Time to each holder of securities of Duran (other 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) converting securities into or exchanging such securities for Shares. The Rights will trade

separately from the Shares after the Separation Time.

(c) Separation Time

The Separation Time is the Close of Business on the tenth Business Day (or such later Business Day as

may be determined by Duran in good faith) after the earliest of: (i) the Share Acquisition Date, which is generally

the first date of public announcement or disclosure by Duran or an Acquiring Person of facts indicating that a Person

has become an Acquiring Person; (ii) the date of the commencement of, or first public announcement or disclosure

of the intention of any Person (other than Duran or any Subsidiary of Duran) to commence a Take-over Bid (other

than a Permitted Bid or a Competing Permitted Bid); and (iii) the date upon which a Permitted Bid or Competing

Permitted Bid ceases to be a Permitted Bid or a Competing Permitted Bid, as applicable. If any Take-over Bid

referred to in (ii) above expires or is terminated or otherwise withdrawn prior to the Separation Time, such Takeover

Bid is deemed to never have been made. In addition, if Duran determines, in accordance with the Shareholder

Rights Plan, to waive the application of Section 3.1 to a Flip-in Event (see “Flip-In Event” below), then the

Separation Time shall be deemed never to have occurred.

SCH M-2

(d) Acquiring Person

In general, an Acquiring Person is a Person who is the Beneficial Owner of 20% or more of Duran’s

outstanding Shares. Excluded from the definition of “Acquiring Person” are Duran and any of its Subsidiaries, and

any Person who becomes the Beneficial Owner of 20% or more of the outstanding Shares as a result of one or any

combination of (i) a Share Reduction, (ii) a Permitted Bid Acquisition, (iii) an Exempt Acquisition, (iv) a Pro Rata

Acquisition, or (v) a Convertible Security Acquisition. The definitions of “Share Reduction”, “Permitted Bid

Acquisition”, “Exempt Acquisition”, “Pro Rata Acquisition” and “Convertible Security Acquisition” are set out in

the Shareholder Rights Plan.

The definition of “Acquiring Person” also excludes any underwriter or member of a banking or selling

group that becomes the Beneficial Owner of 20% or more of the Shares in connection with the distribution of

securities pursuant to an underwriting agreement with Duran.

(e) Beneficial Ownership

In general, a Person is deemed to “Beneficially Own” Shares actually held by others in circumstances

where those holdings are or should be grouped together for purposes of the Shareholder Rights Plan. Included are

holdings by the Person’s Affiliates (generally, a person that controls, is controlled by, or under common control

with, another person) and Associates (generally, relatives sharing the same residence). Also included are securities

of which a Person or any of the Person’s Affiliates or Associates has the right to acquire (i) on the exercise,

conversion or exchange of Convertible Securities (generally, any securities issued by Duran carrying any purchase,

exercise, conversion or exchange right pursuant to which the holder may acquire Shares), or (ii) pursuant to any

agreement, arrangement, pledge or understanding, whether or not in writing, in each case if such right is then

exercisable or exercisable within a period of 60 days (other than (A) customary agreements with and between

underwriters and/or banking group and/or selling group members with respect to a distribution of securities; or (B)

pledges of securities in the ordinary course of the pledgee’s business). A Person is also deemed to “Beneficially

Own” any securities that are Beneficially Owned (as described above) by any other Person with which, and in

respect of which security, such Person is acting jointly or in concert.

For the purposes of the Shareholder Rights Plan, in determining the percentage of the outstanding Shares

with respect to which a Person is or is deemed to be the Beneficial Owner, any unissued Shares as to which such

Person is deemed the Beneficial Owner are deemed outstanding.

(f) Flip-In Event

A Flip-in Event occurs when any Person becomes an Acquiring Person. As provided in Section 3.1 of the

Shareholder Rights Plan, in the event that, prior to the Expiration Time, a Flip-in Event which has not been waived

by the Board occurs (see “Waiver of Flip-In Events”), each Right (except for Rights Beneficially Owned or which

may thereafter be Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a

joint actor (or a transferee of such a Person), which Rights will become null and void) shall, effective at the Close of

Business on the tenth Business Day after the Share Acquisition Date, constitute the right to purchase from Duran,

upon exercise thereof in accordance with the terms of the Shareholder Rights Plan, that number of Shares as have an

aggregate Market Price on the date of the consummation or occurrence of such Flip-in Event equal to twice the

Exercise Price upon payment of an amount in cash equal to the Exercise Price (such Right being subject to antidilution

adjustments). For example, if at the time of the Flip-in Event the Exercise Price is $300 and the Market

Price of the Shares is $30, the holder of each Right would be entitled to purchase Shares having an aggregate Market

Price of $600 (i.e., 20 Shares) for $300, being a 50% discount from the Market Price.

(g) Permitted Bid and Competing Permitted Bid

A Permitted Bid is a Take-over Bid made by means of a take-over bid circular for all of the outstanding

Shares and which also complies with the following additional provisions:

(a) the Take-over Bid is made to all holders of Shares of record, other than the Offeror;

SCH M-3

(b) the Take-over Bid contains, and the provisions for take-up and payment for securities tendered or

deposited thereunder are subject to, irrevocable and unqualified conditions that:

(i) the Take-over Bid contains, and the provisions for take-up and payment for securities

tendered or deposited thereunder are subject to, irrevocable and unqualified conditions

that:

(A) no Shares and/or Convertible Securities shall be taken up or paid for pursuant to

the Take-over Bid (1) prior to the Close of Business on a date that is not less

than 60 days following the date of the Take-over Bid, and (2) then only if, at the

Close of Business on the date Shares and/or Convertible Securities are first

taken up or paid for under such Take-over Bid, more than 50% of the

outstanding Shares and/or Convertible Securities held by Independent

Shareholders have been tendered or deposited pursuant to the Take-over Bid and

not withdrawn;

(B) Shares and/or Convertible Securities may be tendered or deposited pursuant to

such Take-over Bid, unless such Take-over Bid is withdrawn, at any time prior

to the Close of Business on the date Shares and/or Convertible Securities are

first taken up or paid for under the Take-over Bid;

(C) any Shares and/or Convertible Securities tendered or deposited pursuant to the

Take-over Bid may be withdrawn until taken up and paid for; and

(D) in the event that the requirement set forth in (b)(i)(A)(2) above is satisfied, the

Offeror will make a public announcement of that fact and the Take-over Bid will

remain open for tenders and deposits of Shares and/or Convertible Securities for

not less than 10 Business Days from the date of such public announcement.

A “Competing Permitted Bid” is a Take-over Bid that:

(a) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the

expiry, termination or withdrawal of that Permitted Bid or Competing Permitted Bid (defined as a

“Prior Bid”);

(b) satisfies all the provisions of the definition of a Permitted Bid other than the requirements set out

in (b)(i)(A)(2) and (b)(i)(D) of the definition of Permitted Bid; and

(c) contains, and the take-up and payment for securities tendered or deposited thereunder are subject

to, irrevocable and unqualified conditions that:

(i) no Shares and/or Convertible Securities shall be taken up or paid for pursuant to the

Take-over Bid (1) prior to the Close of Business on a date that is not less than the later of

35 days after the date of such Take-over Bid constituting the Competing Permitted Bid

and 60 days after the date of the earliest Prior Bid then in existence, and (2) then only if,

at the Close of Business on the date Shares and/or Convertible Securities are first taken

up or paid for under such Take-over Bid constituting the Competing Permitted Bid, more

than 50% of the outstanding Shares and/or Convertible Securities held by Independent

Shareholders have been tendered or deposited pursuant to such Take-over Bid and not

withdrawn; and

(ii) in the event that the requirement set forth in (c)(i)(2) above is satisfied, the Offeror will

make a public announcement of that fact and the Take-over Bid will remain open for

tenders and deposits of Shares and/or Convertible Securities for not less than 10 Business

Days from the date of such public announcement.

SCH M-4

(h) Redemption and Termination

With the prior consent of the holders of Shares or Rights obtained as described under the heading “Waiver

of Flip-In Events” below, as applicable, Duran may, at any time prior to the occurrence of a Flip-in Event which has

not been waived, elect to redeem all but not less than all of the outstanding Rights at a redemption price of $0.00001

per Right, appropriately adjusted as provided for in the Shareholder Rights Plan (such redemption price being herein

referred to as the “Redemption Price”).

If a Person acquires, pursuant to a Permitted Bid, a Competing Permitted Bid or certain Exempt

Acquisitions, outstanding Shares and/or Convertible Securities, Duran shall immediately upon such acquisition and

without further formality, be deemed to have elected to redeem the Rights at the Redemption Price.

Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid expires, is terminated or

is otherwise withdrawn after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, Duran

may elect to redeem all of the outstanding Rights at the Redemption Price.

If Duran elects or is deemed to have elected to redeem the Rights and, if applicable, the requisite consent is

given by the holders of Shares or Rights, as applicable, (i) the right to exercise the Rights will thereupon, without

further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive

the Redemption Price, and (ii) subject to Section 5.1.6 of the Shareholder Rights Plan, no further Rights shall

thereafter be issued.

Within 10 Business Days of Duran electing or having been deemed to have elected to redeem the Rights or,

if applicable, within 10 Business Days after the requisite consent is given by the holders of Shares or Rights, as

applicable, Duran shall give or cause to be given notice of redemption to the holders of the outstanding Rights by

mailing such notice to each such holder at his last address as it appears upon the Rights Register or, prior to the

Separation Time, on the register of Shares maintained by Duran’s transfer agent or transfer agents.

Upon the Rights being redeemed, all the provisions of the Shareholder Rights Plan shall continue to apply

as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each

holder of record of Shares as of the Separation Time had not been mailed to each such holder and, for all purposes of

the Shareholder Rights Plan, the Separation Time shall be deemed not to have occurred and Rights shall remain

attached to the outstanding Shares, subject to and in accordance with the provisions of the Shareholder Rights Plan.

Duran shall not be obligated to make a payment of the Redemption Price to any holder of Rights unless

such holder is entitled to receive at least $1.00 in respect of all Rights held by such holder.

(i) Waiver of Flip-In Events

With the prior consent of the holders of Shares obtained as specified below under the heading

“Supplements and Amendments”, Duran may, at any time prior to the occurrence of a Flip-in Event that would

occur by reason of an acquisition of Shares otherwise than in the circumstances described in the following two

paragraphs below, waive the application of Section 3.1 to such Flip-in Event by written notice delivered to the

Rights Agent.

Duran may, at any time prior to the occurrence of a Flip-in Event that would occur by reason of a Takeover

Bid made by means of a take-over bid circular sent to all holders of record of Shares, waive the application of

Section 3.1 to such Flip-in Event by written notice delivered to the Rights Agent, provided, however, that if Duran

so waives, Duran shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring

by reason of any Take-over Bid which is made by means of a take-over bid circular sent to all holders of record of

Shares prior to the expiry, termination or withdrawal of any Take-over Bid in respect of which a waiver is, or is

deemed to have been, granted.

Duran may waive the application of Section 3.1 to a Flip-in Event provided that (a) Duran has determined

that the Acquiring Person became an Acquiring Person by inadvertence and without any intention to become, or

SCH M-5

knowledge that it would become, an Acquiring Person; and (b) such Acquiring Person (i) has reduced its Beneficial

Ownership of Shares such that, at the time of the waiver, it is no longer an Acquiring Person; or (ii) covenants in

favour of Duran, on terms acceptable to Duran, to reduce its Beneficial Ownership of Shares within a period of time

specified by Duran such that, at the time the waiver becomes effective at the expiry of such period of time, it is no

longer an Acquiring Person.

(j) Supplements and Amendments

Duran may from time to time prior to or after the Separation Time amend, supplement or restate the

Shareholder Rights Plan without the approval of any holders of Rights or Shares in order to correct any clerical or

typographical error or, subject to obtaining such approval subsequently as contemplated below, to maintain the

validity and effectiveness of the Shareholder Rights Plan as a result of any change in applicable laws, rules or

regulatory requirements. Duran may, prior to the date of the Shareholders’ Duran Meeting, amend, supplement or

restate the Shareholder Rights Plan without the approval of any holders of Shares or Rights in order to make any

changes which Duran acting in good faith may deem necessary or desirable.

Subject to the amendments described above, Duran may, at any time prior to the Separation Time, with the

prior consent of the holders of Shares obtained as set forth below, or after the Separation Time, with the prior

consent of the holders of Rights obtained as set forth below, amend, supplement, restate or rescind any of the

provisions of the Shareholder Rights Plan and the Rights (whether or not such action would materially adversely

affect the interests of the holders of Rights generally). Such consent shall be deemed to have been given if the action

requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent

Shareholders or by the holders of Rights, as applicable, present or represented at and entitled to vote at a Duran

Meeting of the holders of Shares or Rights, as applicable.

Any amendments, supplements or restatements made by Duran to the Shareholder Rights Plan which are

required to maintain the validity and effectiveness of the Shareholder Rights Plan as a result of any change in any

applicable laws, rules or regulatory requirements shall, if made before the Separation Time, be submitted to the

holders of Shares at the next Duran Meeting of holders of Shares and the holders of Shares may, by the majority

referred to in the paragraph above, confirm or reject such amendment, supplement or restatement and, if made after

the Separation Time, be submitted to the holders of Rights at a Duran Meeting of the holders of Rights and the

holders or Rights may, by the majority referred to above, confirm or reject such amendment, supplement or

restatement.

Any such amendment, supplement or restatement shall, unless Duran otherwise stipulates, be effective

from the date of the resolution of Duran adopting such amendment, supplement or restatement, until it is confirmed

or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment,

supplement or restatement is confirmed, it shall continue in effect in the form so confirmed. If such amendment,

supplement or restatement is rejected by the holders of Shares or the holders of Rights or is not submitted to the

holders of Shares or holders of Rights as required, then such amendment, supplement or restatement shall cease to

be effective from and after the termination of the Duran Meeting at which it was rejected or to which it should have

been but was not submitted or if such a Duran Meeting of the holders of Rights is not called within 90 days after the

date of the resolution of Duran adopting such amendment, supplement or restatement, at the end of such period, and

no subsequent resolution of Duran to amend, supplement or restate the Shareholder Rights Plan to substantially the

same effect shall be effective until confirmed by the holders of Shares or holders of Rights as the case may be.

Duran shall give notice in writing to the Rights Agent of any amendment, supplement or restatement to the

Shareholder Rights Plan within five Business Days of the date of any such amendment, supplement or restatement,

provided that failure to give such notice, or any defect therein, shall not affect the validity of any such amendment,

supplement or restatement.

(k) Expiration

No Person shall have any rights pursuant to the Shareholder Rights Plan in respect of any Right after the Expiration

Time, except the Rights Agent as specified in Section 4.1.1 of the Shareholder Rights Plans.