Wanderer you nailed it. That is the idea behind rights plans

Sorry if the cut and pastes are ugly.

Summary of Shareholder Rights Plan

Effective Date

The effective date for the issuance of Rights (as defined below) under the Shareholder Rights Plan is May 9, 2008 (the “

Effective Date”).

Term

Subject to the approval by Independent Shareholders (as defined below) at the Meeting, as set forth herein, the Rights Agreement and the Rights issued thereunder will expire at the close of the annual meeting of the Corporation in 2011, unless the Rights Agreement is reconfirmed at such meeting or otherwise terminated in accordance with its terms.

(iii)

Issue of Rights

One right (a “

Right”) will be issued and attached to each Common Share outstanding on the Effective Date and will attach to each Common Share subsequently issued.

(iv)

Rights Exercise Privilege

The Rights will separate from the Common Shares and will be exercisable 10 trading days (the “

Separation Time”) after a person has acquired, or commences a take-over bid to acquire, 20% or more of the Common Shares, other than by an acquisition pursuant to a takeover bid permitted by the Shareholder Rights Plan (a “Permitted Bid”). The exercise price is $100 per Common Share, subject to anti-dilution adjustments. The acquisition by any person (an “Acquiring Person”) of 20% or more of the Common Shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person), will permit the purchase of $200 worth of Common Shares for $100, subject to anti-dilution adjustments.

(v)

Certificates and Transferability

Prior to the Separation Time, the Rights are evidenced by a legend imprinted on certificates for the Common Shares issued from and after the Effective Date and are not to be transferable separately from the Common Shares. From and after the Separation Time, the Rights will be evidenced by separate certificates that will be transferable and traded separately from the Common Shares.

(vi)

Permitted Bid Requirements

The requirements for a Permitted Bid include the following:

(A) the take-over bid must be made by way of a take-over bid circular;

(B) the take-over bid must be made to all shareholders, other than the bidder;

(C) the take-over bid must be outstanding for a minimum period of 60 days and Common Shares tendered pursuant to the take-over bid may not be taken up prior to the expiry of the 60 day period and only if at such time more than 50% of the Common Shares held by shareholders, other than the bidder, its affiliates and persons acting jointly or in concert and certain other persons (the “

Independent Shareholders”), have been tendered to the take-over bid and not withdrawn;

(D) if more than 50% of the Common Shares held by Independent Shareholders are tendered to the take-over bid within the 60 day period, the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Common Shares for an additional 10 days from the date of such public announcement;

Competing Permitted Bid”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except that a Competing Permitted Bid is only required to remain open until a date that is not earlier than the later of 35 days after the Competing Permitted Bid is made and 60 days after the date of the earliest Permitted Bid that is in existence when the Competing Permitted Bid is made.

(vii)

Waiver

The Board of Directors may, prior to the occurrence of a Flip-in Event, which has not been waived, waive the application of the Shareholder Rights Plan to a particular Flip-in Event (an “

Exempt Acquisition”) where the take-over bid is made by a take-over bid circular to all the holders of Common Shares. Where the Board of Directors exercises this waiver power in respect of a take-over bid, the waiver will also be deemed to apply to any other take-over bid for the Corporation made by a take-over bid circular to all holders of Common Shares prior to the expiry of any bid in respect of which the Shareholder Rights Plan has been waived or deemed to have been waived.

(viii)

Redemption

Prior to the occurrence of a Flip-in Event which has not been waived, the Board of Directors, with the approval of a majority of the votes cast by Independent Shareholders (or by the holders of Rights if the Separation Time has occurred) voting in person or by proxy at a meeting duly called for that purpose, may redeem the Rights at $0.00001 per Right. Rights will be deemed to be redeemed by the Board of Directors without such approval following completion of a Permitted Bid, Competing Permitted Bid or Exempt Acquisition in respect of which the Board of Directors has waived, or is deemed to have waived, the application of the Shareholder Rights Plan.

(ix)

Amendment

The Board of Directors may amend the Shareholder Rights Plan with the approval of a majority of the votes cast by Independent Shareholders (or the holders of Rights if the Separation Time has occurred) voting in person or by proxy at a meeting duly called for that purpose. The Board of Directors may, without such approval, correct clerical or typographical errors and, subject to approval by a majority of the votes cast by Independent Shareholders voting in person or by proxy at the next meeting of the shareholders (or by holders of Rights, as the case may be), may make amendments to the Shareholder Rights Plan to maintain its validity due to changes in applicable laws or a decision of a court or regulatory authority.

(x)

Board of Directors

The Shareholder Rights Plan will not detract from or lessen the duty of the Board of Directors to act honestly and in good faith with a view to the best interests of the Corporation and its shareholders. The Board of Directors, when a Permitted Bid is made, will continue to have the duty and power to take such actions and make such recommendations to shareholders as are considered appropriate.

(xi) Exemptions for Fund Managers, etc.

Mutual fund and investment fund managers, trust companies (acting in their capacities as trustees and administrators), statutory bodies whose business includes the management of funds and administrators of registered pension plans acquiring greater than 20% of the Common Shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not art of a group making, a take-over bid.