Full Text of Rights Plan The full text of the Rights Plan is contained in a Shareholders’ Rights Plan Agreement between the Company and the Rights Agent, TMX Equity Transfer Sevices Inc., and is available without charge, by contacting the Corporate Secretary of The Company at (416) 368-9411. 

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D) Approval and Ratification of Shareholders’ Rights Plan The Company is seeking shareholders’ ratification of the adoption by the Board of a Shareholders’ Rights Plan (the “Rights Plan”) on July 3, 2014. The Rights Plan is designed to ensure fair treatment for all shareholders in the event of a take-over bid and to provide shareholders and the Board with adequate time to evaluate any bid for the Company and the opportunity to maximize shareholder value in the event of any such bid. The details of the Rights Plan are summarized below. Rights One Right will be issued and will attach to each outstanding Common Share of the Company. A Right only becomes exercisable upon the occurrence of a Flip-In Event, which is a transaction by which a person becomes an Acquiring Person and which otherwise does not meet the requirements of a Permitted Bid. Prior to the Flip-In Event, the Rights are priced at five (5) times the Market Price of the Common Shares at the Separation Time (the “Exercise Price”). Separation Time means the close of business on the tenth Trading Day after the earlier of the first public announcement indicating that a person has become an Acquiring Person or the date of the commencement or first public announcement of an intention to commence a Take-over Bid (other than a Permitted Bid or Competitive Permitted Bid). If a Flip-In Event occurs, each Right issued under the Rights Plan thereafter will entitle all holders, other than the Acquiring Person, to purchase for the Exercise Price (5 times the Market Price) that number of Common Shares of the Company having an aggregate market value equal to twice the Exercise Price (2 times 5 times the Market Price being 10 times the Market Price). The result of this provision is that, in the event a Flip-in Event occurs, subject to all other provisions of this agreement, each Right will constitute the right to purchase from the Company ten (10) additional Common Shares at 50% of the Market Price at the time of the Flip-in Event. This purchase could cause substantial dilution to the person or group of persons attempting to acquire control of the Company, other than by way of a Permitted Bid. The Rights expire on the termination of the Rights Plan, unless redeemed before such time. Acquiring Person An Acquiring Person is generally a person who becomes the beneficial owner of 20% or more of the outstanding Common Shares of the Company. Under the Rights Plan, there are various exceptions to the definition of Acquiring Person, including a person who acquires 20% or more of the outstanding Common Shares from (i) acquisitions of Common Shares by the Company (e.g. through an issuer bid), (ii) pro rata distributions of Common Shares by the Company, (iii) acquisitions of Common Shares upon exercise of Convertible Securities acquired pursuant to certain exempt transactions, (iv) an amalgamation, merger or other statutory procedure requiring shareholder approval, or (v) the issuance of Common Shares on an exempt - 27 - private placement basis (subject to certain limits); and underwriters who acquire Common Shares for the purpose of a public distribution. Beneficial Ownership The thresholds for triggering the Rights Plan are based on the percentage of shares that are Beneficially Owned by a person or its Affiliates or Associates. This is defined in terms of legal or beneficial ownership of Common Shares. In addition, a person is deemed to be the Beneficial Owner of Common Shares in circumstances where that person or its Affiliates or Associates, as such terms are defined in the Rights Plan, and any other person acting jointly or in concert with such person, has a right to acquire Common Shares within 60 days. There are various exceptions to this definition set forth in the Rights Plan. Permitted Bid If a Take-over Bid is structured as a Permitted Bid, a Flip-In Event will not occur and the Rights will not become exercisable. Permitted Bids must be made by means of a Take-over Bid circular and comply with the following:  the Take-over Bid must be made to all shareholders other than the bidder;  the Take-over Bid must not permit the bidder to take up any Common Shares that have been tendered pursuant to the Take-over Bid prior to the expiry of a period not less than 60 days after the Take-over Bid is made, and then only if at such time more than 50% of the Common Shares held by the Independent Shareholders (which term generally includes shareholders other than the bidder, its Affiliates, Associates and persons acting jointly or in concert with the bidder), have been tendered pursuant to the Take-over Bid and not withdrawn;  the Take-over Bid must contain an irrevocable and unqualified provision that, unless it is withdrawn, Common Shares may be tendered at any time during the 60-day period referred to in the immediately preceding paragraph and that any Common Shares deposited pursuant to the Take-over Bid may be withdrawn until they have been taken up and paid for; and  the Take-over Bid must contain an irrevocable and unqualified provision that, if more than 50% of the Common Shares held by Independent Shareholders are tendered pursuant to the Takeover Bid within the 60-day period, then the bidder must make a public announcement of that fact and the Take-over Bid must then remain open for an additional 10 business days from the date of such public announcement. The Rights Plan also allows a Competing Permitted Bid to be made while a Permitted Bid is in existence. A Competing Permitted Bid is a Take-over Bid that is made after a Permitted Bid has been made, but prior to its expiry, that satisfies all of the requirements of a Permitted Bid, except that (i) no Common Shares will be taken up or paid for until the later to occur of the date which is generally 35 days after the date the Take-over Bid is made and the 60th day after the date of the Permitted Bid that is then outstanding, and (ii) at the close of business on the date Common Shares are first taken up or paid for, more than 50% of the then outstanding Common Shares held by Independent Shareholders have been tendered in such Take-over Bid and not withdrawn. If this 50% requirement is satisfied, the applicable bidder must make a public announcement of that fact and the Take-over Bid must remain open for tenders of Common Shares for at least ten business days after the date of such public announcement. The requirements of a Permitted Bid and a Competing Permitted Bid enable shareholders to decide whether the Take-over Bid or any Competing Permitted Bid is adequate on its own merits, without being influenced by the likelihood that a Take-over Bid will succeed. Moreover, if there is sufficient support for a Take-over Bid such that at least 50% of the Common Shares held by Independent Shareholders have been tendered to it, a shareholder who has not yet tendered to that bid will have a further 10 business days in which to decide whether to withdraw its Common Shares from a Competing Take-over Bid, if any, and whether to tender to the Take-over Bid. Waiver and Redemption Until the occurrence of a Flip-In Event as to which the Board has not issued a waiver, the Board, with the prior consent of the holders of Common Shares, may elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 (subject to adjustment) per Right. In addition, until the occurrence of a Flip-In Event as to which the Board has not issued a waiver, the Board may determine to waive the application of the Rights Plan to any Flip-In Event, provided that the Board will be deemed to have waived the application of the Rights Plan to any other Flip-In Event occurring by reason of a Take-over Bid made prior to the expiry of the Take-over Bid in respect of which the waiver is granted. The Board may also waive the application of the Rights Plan to any Flip-In Event if the Board determines that the Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person and such Person has reduced its Beneficial Ownership of Common Shares such that, at the time of the granting - 28 - of a waiver, such Person is no longer an Acquiring Person. The Board will be deemed to have redeemed the Rights at the Redemption Price on the date that the Person making the Permitted Bid, Competing Permitted Bid or Takeover Bid in respect of which the Board has waived or been deemed to waive the application of the Rights Plan, has taken up and paid for the Common Shares pursuant to the applicable bid. Termination The Rights Plan will expire, subject to certain conditions, at the close of the Annual Meeting of Shareholders of the Company three years after the Rights Plan is ratified by shareholders, and every three-year anniversary thereafter and so on unless the continuation of the Rights Plan for each such three- year period (or other period approved by the Independent Shareholders) is approved by the Independent Shareholders of the Company. Full Text of Rights Plan The full text of the Rights Plan is contained in a Shareholders’ Rights Plan Agreement between the Company and the Rights Agent, TMX Equity Transfer Sevices Inc., and is available without charge, by contacting the Corporate Secretary of The Company at (416) 368-9411. A draft draft of the proposed of the Shareholders’ Rights Plan Agreement is posted on the Company’s website with the Proxy Materials and is subject to the approval of the TSXV as well as shareholders, and subject to modifications as may be requested by TMX Equity Transfer Services Inc. Text of the Resolution The text of the special resolution which Management intends to place before the Meeting for consideration and approval, with or without modification, is as follows: “BE IT RESOLVED that: a) the adoption of the Shareholders’ Rights Plan, as approved by the Company’s Board on July 3, 2014, and substantially in the form as described in the Company’s Management Information Circular dated July 2, 2014, is hereby ratified and approved”; and b) any director or officer of the Company be and is hereby authorized and directed to sign and deliver, for and on behalf of the Company, all such documents and do all such acts and things as may be considered necessary or desirable to give effect to this resolution.” In order to become effective, the Resolution must be approved by a vote of not less than two-thirds (2 ⁄ 3 ) of the votes cast by shareholders at the Meeting. Notwithstanding approval of the Rights Plan by a special resolution of the shareholders, the Board may, without further approval of shareholders, abandon the Rights Plan at any time prior to implementation