FYI, from the SEDAR ECU site

ADOPTION OF SHAREHOLDER RIGHTS PLAN
On May 1, 2009, the Board of Directors of the Company adopted a shareholder rights plan (the “Rights Plan”). The Rights Plan was adopted by the Board of Directors in order

(a) to provide the shareholders of the Company with adequate time to properly assess any take-over bid for the Common Shares without any undue pressure,

(b) to provide the Board of Directors with adequate time to consider value-enhancing alternatives to any take-over bid for the Common Shares and to allow competing bids to emerge, and

(c) to ensure that the shareholders of the Company are treated equally under any take-over bid for the Common Shares. The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly and was not adopted in response to any proposal to acquire control of the Company.

The Toronto Stock Exchange has accepted the Rights Plan for filing. However, in order to remain in effect, the Rights Plan must be ratified by the shareholders at the meeting. Therefore, management of the Company proposes to pass a resolution of the shareholders in the form attached as Schedule B to this Management Information Circular ratifying the Rights Plan. The persons whose names are printed on the enclosed Form of Proxy intend to vote at the meeting FOR the adoption of the Rights Plan, unless the shareholder signatory of the proxy has indicated its intention to vote against such resolution.

The principal terms and conditions of the Rights Plan are summarized below. However, this summary is qualified in its entirety by the full text of the Rights Plan, a copy of which may be obtained upon request from the Secretary of the Company at 87 Front Street East, 2nd Floor, Toronto, Ontario M5E 1B8, or accessed online under the Company’s profile at www.sedar.com.

Term
If ratified by the shareholders of the Company at the meeting, the Rights Plan will continue in force up to the end of the Company’s 2012 annual meeting of shareholders.

Issue of Rights
The Board of Directors implemented the Rights Plan by authorizing the issue of one right (a “Right”) in respect of each outstanding Common Share to holders of record as at May 1, 2009 (the “Record Time”). The Board of Directors also authorized the issue of one Right in respect of each Common Share issued after the Record Time and prior to the Separation Time (as defined below) and the termination of the Rights Plan.

Exercise of Rights
The Rights are not exercisable initially. The Rights will separate from the Common Shares and become exercisable at the close of business on the 10th business day after the earlier of the first public announcement of facts indicating that a person (together with such person’s affiliates, associates and joint actors) has acquired beneficial ownership of 20% or more of the Common Shares or the commencement of, or first public announcement of, the intent of any person to
commence a take-over bid which would result in such person (together with such person’s affiliates, associates and joint actors) beneficially owning 20% or more of the Common Shares, or the date upon which a Permitted Bid (as defined below) or Competing Permitted Bid (as defined below) ceases to be such, or such later time as the Board of Directors may determine in good faith (in any such case, the “Separation Time”). After the Separation Time, but prior to the occurrence of a Flip-in Event (as defined below), each Right may be exercised to purchase one Common Share at an exercise price (“Exercise Price”) per Right equal to 3 times the market price, from time to time, per Common Share.

The Exercise Price payable and the number of securities issuable upon the exercise of the Rights are subject to adjustment, from time to time, upon the occurrence of certain corporate events affecting the Common Shares, as described in the Rights Plan.

Flip-in Event
Subject to certain exceptions, upon the acquisition by any person (together with such person’s affiliates, associates and joint actors) (an “Acquiring Person”) of 20% or more of the Common Shares (a “Flip-in Event”) and following the Separation Time, each Right, other than a Right beneficially owned by an Acquiring Person, its affiliates and its associates, their respective joint actors and certain transferees, may be exercised to purchase that number of Common Shares
which have a market price equal to twice the Exercise Price, at a price equal to the Exercise Price. Rights beneficially owned by an Acquiring Person, its affiliates and associates, their respective joint actors and certain transferees will be void. The practical result of the foregoing is that each Right will entitle the holder thereof to acquire a number of additional Common Shares at approximately a 50% discount to the market price for the Common Shares on the date the Flip-in Event occurs.

Certificates and Transferability
Prior to the Separation Time, certificates for Common Shares will also evidence one Right for each Common Share represented by the certificate. Prior to the Separation Time, Rights will not be transferable separately from the associated Common Shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates which will be transferable and trade separately from the Common Shares.

Permitted Bids
The decrease in the Exercise Price of the Rights resulting from a Flip-in Event will not be triggered by a Permitted Bid or Competing Permitted Bid. A Permitted Bid is one that:

(i) is made by means of a take-over bid circular;

(ii) is made to all holders of Common Shares;

(iii) is open for at least 60 days;

(iv) contains a condition that Common Shares may be deposited at any time and withdrawn until they are taken up and paid for;

(v) contains a condition that no Common Shares will be taken up and paid for until at least 50% of the independent shareholders have tendered and not withdrawn; and (vi) contains a provision that if 50% of the independent shareholders tender, the bidder will make an announcement to that effect and keep the bid open for at least 10 more business days. A Competing Permitted Bid is a Permitted Bid (subject to certain adjustments regarding the delay for the taking up and payment of Common Shares) that is made after, but before the expiry of, an earlier Permitted Bid.

Redemption and Waiver
The Rights may be redeemed by the Board of Directors at a redemption price of $0.000001 per Right at any time prior to the occurrence of a Flip-in Event, without the prior approval of the holders of Common Shares or Rights. The Board of Directors is obligated to redeem the Rights if a person who has made a take-over bid in respect of which the Board of Directors has waived the application of the Rights Plan takes up and pays for Common Shares pursuant to the terms
and conditions of such take-over bid. The provisions of the Rights Plan which apply upon the occurrence of a Flip-in Event may be waived at the option of the Board of Directors and without the prior approval of the holders of Common Shares or Rights in certain circumstances prior to the occurrence of a Flip-in Event. In addition, the operation of the Rights Plan may be waived where a person has inadvertently become an Acquiring Person and has reduced its beneficial ownership of Common Shares such that it is no longer an Acquiring Person.

Amendment of the Rights Plan The Board of Directors may amend the Rights Plan and the Rights without the prior approval of the holders of Common Shares or Rights in the period before the Rights Plan is initially ratified and approved by the shareholders of the Company. Thereafter, amendments, other than those required to correct clerical or typographical errors or to maintain the validity of the Rights Plan as a result of a change of law, will require shareholder approval.