SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of April 18, 2013 Between AUGUSTA RESOURCE CORPORATION and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • April 26th, 2013 • Augusta Resource CORP • Gold and silver ores • British Columbia
WHEREAS the Board of Directors (as hereinafter defined) of the Corporation, in the exercise of their fiduciary duties, has determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited Take-over Bid (as hereinafter defined) for the Common Shares, (b) provide the Board of Directors with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any unsolicited Take-over Bid, (c) encourage the fair treatment of the Corporation's shareholders in connection with any unsolicited Take-over Bid and (d) generally assist the Board of Directors in enhancing shareholder value;
