The Corporation and the Potential Acquiror (collectively, the “Parties” and each, a “Party”) wish to exchange information and enter into discussions on a confidential basis with respect to a proposed transaction involving the Parties (a “Proposed Transaction”).

In the course of evaluating and completing a Proposed Transaction, it may become necessary for the Parties to provide each other with information and/or documentation that each Party herein considers to be of a confidential nature.

In this Agreement:

“Affiliate” means an affiliate as that term is defined in the Business Corporations Act (Ontario).

“Agreement” means this agreement, as it may be confirmed, amended, supplemented or restated by written agreement between the Parties.

“Communication” means any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party.

“Confidential Information” means all information, knowledge, data or property pertaining in any way whatsoever to the business, operations and/or assets of the Disclosing Party, any of its present or future Affiliates or a Proposed Transaction, which is of a confidential or proprietary nature (whether or not designated, marked, labelled or identified as confidential or proprietary), whether provided prior to the date hereof or hereafter, (including, but not limited to, this Agreement, contracts, letters of intent, financial statements, valuation information, cost and expense data, pricing information, market share information, product and/or service information, supplier information, customer/client information, marketing plans, manufacturing and processing techniques, program concepts, techniques, methods, know-how, environmental data, production data and processes, technology (including information technology), business plans, research, strategies, ideas and inventions, trade secrets and any other information that is not generally

ascertainable from public or published information), and all summaries, extracts and copies thereof and all notes, memoranda, analyses, compilations, data, studies and other documents prepared by the Receiving Party, its Affiliates or any of their respective Representatives (as hereinafter defined) containing or based upon, in whole or in part, any such information, knowledge, data or property, whether communicated in written form, orally, visually, demonstratively, technically or by any other electronic form or other media, or committed to memory, and whether or not designated, marked, labelled or identified as confidential or proprietary, including all analyses, compilations, records, data, reports, correspondence, memoranda, specifications, materials, applications, technical data, studies, derivative works, reproductions, copies, extracts, summaries or other documents containing or based upon, in whole or in part, any of the information listed above in this Section 1.4, but excluding information that:

was already known to or owned by the Receiving Party through no wrongful act or omission of the Receiving Party prior to the date of disclosure by the Disclosing Party;

at the time of disclosure or thereafter becomes public knowledge through no fault or omission of the Receiving Party or any of its Affiliates or their respective Representatives;

is lawfully obtained by the Receiving Party from a third party who, to the knowledge of the Receiving Party, is not under any obligation of confidence to the Disclosing Party or any of its Affiliates; or

was developed by the Receiving Party independently of, and without the use of or reference to, the Confidential Information.

“Disclosing Party” means a party disclosing Confidential Information as contemplated by this Agreement;

“Receiving Party” means a party receiving Confidential Information as contemplated by this Agreement; and

“Representatives” means the advisors, agents, consultants, directors, officers, management, employees, subcontractors, and other representatives, including accountants, auditors, financial advisors, lenders and lawyers, of a Party or of that Party’s Affiliates, as applicable.

Each Party agrees that it will keep confidential, and will require its Representatives, Affiliates and their respective Representatives receiving Confidential Information to keep confidential all Confidential Information disclosed or furnished to it by the Disclosing Party, its Affiliates or their respective Representatives. Each Party further agrees that it will neither use nor disclose to others, nor permit the use or disclosure of, any such Confidential Information except as may be required for the purposes expressly set forth in this Agreement. Without limiting the foregoing, neither Party shall be permitted to disclose the existence of this Agreement or the fact that the Parties are engaging in the confidential discussions described above without the express written consent of the other Party. Notwithstanding the foregoing, each Party acknowledges and agrees that upon execution

of this Agreement the Corporation will and is entitled to issue the press release attached hereto as Schedule “A”.

Each Party agrees to disseminate the other Party’s Confidential Information only to its Representatives directly concerned with a Proposed Transaction who have a reasonable need-to-know and to ensure that such persons are made aware of this Agreement. The foregoing shall not release either Party of any obligations hereunder, including, but not limited to, its responsibility for unauthorized use or disclosure by each Party’s respective Affiliates and its and their respective Representatives, and each Party shall defend, indemnify and hold harmless the other Party from and against all suits, actions, damages, claims and costs arising out of any breach of this Agreement by any of its respective Affiliates or its and their respective Representatives. Each Party will make all reasonable, necessary and appropriate efforts to safeguard the Confidential Information from disclosure to any person other than as permitted by this Agreement.

Confidential Information will not be used by the Parties, their Affiliates or their respective Representatives, directly or indirectly, for any purpose other than to evaluate a Proposed Transaction.

Without the prior written consent of a Party the other Party will not, and will cause its Representatives, its Affiliates and their respective Representatives not to, disclose to any other person:

any part of the Confidential Information;

that the Confidential Information has been made available;

that this Agreement has been entered into;

that any discussions or negotiations have been entered into with respect to a Proposed Transaction; or

any of the terms, conditions or other facts with respect to a Proposed Transaction,

Each Party agrees to notify the other Party immediately upon discovery of an unauthorized use or disclosure of Confidential Information or any breach of this Agreement.

The Corporation covenants and agrees that neither it nor any other person acting on its behalf will provide the Potential Acquiror, any of its Affiliates or any of their respective Representatives with any information that the Corporation believes constitutes material non-public information, unless prior thereto the Corporation and Potential Acquiror shall have agreed in writing (“Non-Public Information Agreement”) to receive such

information and regarding the use of such information. The Corporation understands and confirms that the Potential Acquiror shall be relying on the foregoing covenant in entering into this Agreement and effecting a Proposed Transaction. In the event that the Corporation, or any of its Affiliates or any of their respective Representatives provides the Potential Acquiror, any of its Affiliates or any of their respective Representatives with any information that constitutes material non-public information without obtaining a Non-Public Information Agreement from the Potential Acquiror, in addition to any other remedy available to the Potential Acquiror, the Corporation shall publicly disclose such material non-public information within five (5) days of the date that it discloses such information to the Potential Acquiror. In the event that the Corporation discloses any material non-public information to the Potential Acquiror without an accompanying Non-Public Information Agreement and fails to publicly file or disclose in accordance with the above, the Potential Acquiror, upon two (2) days advance written notice to the Corporation, shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material non-public information without the prior approval by the Corporation. The Potential Acquiror shall have no liability to the Corporation for any such disclosure.

If the Parties determine not to proceed with a Proposed Transaction, or if a Proposed Transaction is proceeded with but fails to close, each Receiving Party will promptly deliver to the Disclosing Party or destroy all Confidential Information provided to the Receiving Party or its Representatives, without retaining any copies or records.

The Parties acknowledge that their computers and data storage and retrieval systems or network and, if applicable, their respective Representatives, may automatically back up Confidential Information stored in electronic form. The Parties agree that to the extent that those back-up procedures automatically create electronic copies of Confidential Information (“Secondary Information”), the Parties and, if applicable, their Representatives, may, despite any requirement under this Agreement to return or destroy Confidential Information, retain Secondary Information in its archival storage for the period that it would normally archive electronic data. Secondary Information will be subject to the provisions of this Agreement until destroyed and may not be accessed by the Parties or any of their respective Representatives during its period of archival storage.

Each Receiving Party acknowledges that no express or implied representation or warranty is made by the Disclosing Party or any of its Representatives as to the accuracy or completeness of the Confidential Information or any other information concerning the Disclosing Party that is provided to or gathered by the Receiving Party, and agrees that the Disclosing Party, and its Representatives, will not have any liability, direct or indirect, to the Receiving Party or any of its Representatives, relating to or resulting from the Confidential Information or that other information, or the use by the Receiving Party or any of its Representatives of the Confidential Information or that other information, or reliance on any errors in or omissions from the Confidential Information or that other information, except in accordance with any specific representation or warranty made in any definitive agreement entered into in respect of a Proposed Transaction.

Nothing contained in this Agreement shall be construed to obligate the Disclosing Party to disclose to the Receiving Party any Confidential Information. All Confidential Information will be and remain the sole and exclusive property of the Disclosing Party.

The obligations set out in Agreement with respect to Confidential Information will terminate on the earlier of: (a) two (2) years from the date of this Agreement, provided however, with respect to any Confidential Information that constitutes a trade secret under applicable law, Section 2 of this Agreement shall survive and remain in full force and effect until such information ceases to constitute a trade secret under applicable law; and (b) the closing, if any, of a Proposed Transaction. For greater certainty, nothing in this Agreement shall prevent the Potential Acquiror from proceeding unilaterally with a take-over bid / tender offer for any securities of the Corporation or otherwise acquiring securities, and/or pursuing a change of control of, the Corporation or entering into any agreements in respect of same.

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province.

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement.

Any Communication must be in writing and either:

delivered personally or by courier;

sent by prepaid registered mail; or

sent by facsimile, e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid.

Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that section will not affect the legality, validity or enforceability of the remaining sections, or the legality, validity or enforceability of that section in any other jurisdiction.

Each of the Parties irrevocably and unconditionally submits and attorns to the exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity arising from this Agreement. To the extent permitted by applicable law, each of the Parties:

irrevocably waives any objection, including any claim of inconvenient forum, that it may now or in the future have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of that Province, or that the subject matter of this Agreement may not be enforced in those courts;

irrevocably agrees not to seek, and waives any right to, judicial review by any court which may be called upon to enforce the judgment of the courts referred to in this Section 17.2, of the substantive merits of any suit, action or proceeding; and

to the extent that Party has or may acquire any immunity from the jurisdiction of any court or from any legal process, whether through service or notice, attachment before judgment, attachment in aid of execution, execution or otherwise, with respect to itself or its property, irrevocably waives that immunity in respect of its obligations under this Agreement.

No supplement, modification, amendment, waiver, discharge or termination of this Agreement or any section of this Agreement is binding unless it is in writing and executed

by the Party to be bound. No waiver of, failure to exercise, or delay in exercising, any section of this Agreement constitutes a waiver of any other section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

Neither this Agreement nor any right or obligation under it may be assigned by either Party without the prior written consent of the other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which will be an original, and those counterparts will together constitute one and the same instrument. Delivery of this Agreement by facsimile, e-mail or other functionally equivalent electronic means of transmission constitutes valid and effective delivery.

This Agreement has been reviewed by each Party’s professional advisors, and revised during the course of negotiations between the Parties. Each Party acknowledges that this Agreement is the product of their joint efforts, that it expresses their agreement, and that, if there is any ambiguity in any of its provisions, no rule of interpretation favouring one Party over another based on authorship will apply.