The Corporation instituted a shareholder rights plan (the "Rights Plan") in 2007, which was approved by Shareholders at the Corporation's 2007 annual and special meeting. The Rights Plan has the terms set out in the shareholder rights agreement (the "Rights Agreement") dated as of May 10, 2007 entered into between the Corporation and Valiant Trust Company, as rights agent (the "Rights Agent"). There have been no amendments to the Rights Agreement since its adoption in 2007 and no changes to the Rights Agreement are currently proposed.

The objectives of the Rights Plan are to ensure, to the extent possible, that all Shareholders of the Corporation are treated equally and fairly in connection with any takeover bid for the Corporation. The Rights Plan encourages a potential acquirer of the Corporation to proceed either by way of a "Permitted Bid", which requires the takeover bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board of Directors.

Under Canadian securities legislation, a takeover bid generally means an offer to acquire voting or equity shares of a person or persons where the shares subject to the offer to acquire, together with shares already owned by the bidder and certain related parties, aggregate 20 percent or more of the outstanding shares of a company. While the Rights Plan is intended to regulate certain aspects of takeover bids for the Corporation, it is not intended to deter a bona fide attempt to acquire control of the Corporation if the offer is made fairly. The Rights Plan does not affect the duty of the Board of Directors to give due and proper consideration to any offer that is made and to act honestly, in good faith and in the best interests of the Corporation and its Shareholders.

The Rights Plan utilizes the mechanism of the Permitted Bid to ensure that a person seeking control of the Corporation allows Shareholders and the Board of Directors sufficient time to evaluate the bid. The purpose of the Permitted Bid feature is to allow a potential bidder to avoid the dilutive features of the Rights Plan by making a bid in conformity with the conditions specified in the Permitted Bid provisions.

If a person makes a takeover bid that is a Permitted Bid, the Rights Plan will not affect the transaction in any respect. Otherwise, a person will likely find it impractical to acquire 20 percent or more of the outstanding Common Shares because the Rights Plan will substantially dilute the holdings of a person or group that seeks to acquire such an interest other than by means of a Permitted Bid or on terms approved by the Board of Directors. When a person or group or their transferees become an Acquiring Person (as defined in the Rights Plan), the Rights beneficially owned by those persons become void, thereby permitting their holdings to be diluted. The possibility of such dilution is intended to encourage such persons to make a Permitted Bid or to seek to negotiate with the Board of Directors the terms of an offer which is fair to all Shareholders.

Shareholders or any other interested party may obtain a copy of the Rights Agreement by accessing the Corporation's publicly filed documents, including the Rights Agreement, at www.sedar.com.

Pursuant to the terms of the Rights Agreement, the Rights Plan will expire upon the termination of the Meeting unless the Rights Agreement is amended to extend its expiry time. The Board of Directors has determined it appropriate and in the best interests of Shareholders that the Rights Agreement be amended to continue the Rights Plan for another three years. Accordingly, it is proposed that the Rights Agreement be amended to extend the term of the Rights Plan until the termination of the annual meeting of Shareholders of the Corporation in 2013.

The text of the resolution to be considered at the Meeting is set forth below. In addition to approving the foregoing amendment, the resolution also approves any other amendments to the Rights Agreement to respond to any requirements which may be raised by any stock exchange or professional commentators on shareholder rights plans in order to conform the Rights Agreement to the prevalent versions of shareholder rights plans for reporting issuers in Canada. The Corporation believes that the Rights Agreement is consistent with the form of rights plans now prevalent for public corporations in Canada and does not anticipate that any such further amendments will be required, but the resolution provides the Corporation with the necessary authority to make any such amendments should the need arise.

The Rights Plan must be approved by the vote of the holders of a majority of the Common Shares voting at the Meeting. In addition, the Rights Plan must be approved by a majority of the votes cast at the Meeting by holders of Common Shares, without giving effect to any votes cast by (i) any Shareholder that, directly or indirectly, on its own or in concert with others holds or exercises control over more than 20 percent of the outstanding Common Shares; and (ii) the associates, affiliates and insiders of such Shareholders. Management of the Corporation is not aware of any Shareholder who will be ineligible to vote on the confirmation of the Rights Plan at the Meeting.

The following is the text of the ordinary resolution to be considered at the Meeting:

"BE IT RESOLVED THAT:

1. The term of the Shareholder Rights Plan Agreement between the Corporation and Valiant Trust Company (the "Rights Agreement") be extended to May 11, 2013 and the Rights Agreement be amended to give effect to such extension;

2. The making on or after the date hereof of any other amendments to the Rights Agreement as the Corporation may consider necessary or advisable to satisfy the requirements of any stock exchange or professional commentators on shareholder rights plans in order to conform the Rights Agreement to versions of shareholder rights plans prevalent for reporting issuers in Canada is hereby approved; and

3. Any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution."

The Board of Directors has determined that the proposed amendment to the Rights Agreement is in the best interests of the Corporation and its Shareholders. The Board of Directors unanimously recommends that Shareholders vote in favour of the resolution. The Board's authorization of the amendment of the Rights Plan was not in response to or in anticipation of any pending or threatened takeover bid.

The persons designated in the enclosed Form of Proxy, unless instructed otherwise, intend to vote in favour of the resolution relating to the Rights Plan.

http://www.sedar.com/GetFile.do?lang=EN&docClass=10&issuerNo=00005988&fileName=/csfsprod/data106/filings/01561843/00000001/f%3A%5C1SEDAR%5C2010%5CConnacher%5CMPM%5CInfoCir.PDF

Best Wishes; Scott