0001176256-11-000365 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT April 22, 2011
Shareholder Rights Plan Agreement • April 27th, 2011 • Baja Mining Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

THIS AGREEMENT dated April 22, 2011 between Baja Mining Corp. (the "Corporation"), a corporation incorporated under the laws of British Columbia, and Computershare Investor Services Inc., a company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent hereunder).

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