ACQUISITION AGREEMENT

  between  

IAMGOLD CORPORATION

  and  

CAMBIOR INC.

September 13, 2006

TABLE OF CONTENTS

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ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT dated September 13, 2006.

BETWEEN: IAMGOLD Corporation, a company incorporated under the federal laws of Canada ("Purchaser")

AND: Cambior Inc., a company incorporated under the laws of Qubec ("Target")

The Parties covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1       Definitions

            In this Agreement, unless the context otherwise requires:

"Acquisition Proposal" means, any proposal or offer (written or oral) relating to any merger, consolidation, amalgamation, take-over bid, tender offer, arrangement, recapitalization, liquidation, dissolution, share exchange, sale of assets representing more than 50% of the net income, revenues or assets of Target and its subsidiaries, taken as a whole, any purchase or sale of shares or other securities of Target or any of its subsidiaries or rights or interests therein or thereto representing more than 50% of the voting power of the share capital of Target or any of its subsidiaries representing more than 50% of the net income, revenues or assets of Target and its subsidiaries, taken as a whole, or similar transactions involving Target and/or such subsidiaries, excluding the Arrangement and the transactions contemplated by this Agreement;

"affiliate" has the meaning ascribed thereto in the Securities Act;

"Agreement" means this Acquisition Agreement as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

"Arrangement" means an arrangement under Sections 49 and 123.107 and following of the QCA on the terms and subject to the conditions set out in the Arrangement By-Law, subject to any amendments or variations thereto made in accordance with the terms hereof and/or the Arrangement By-Law or made at the direction of the Court in the Final Order;

"Arrangement By-Law" means the By-Law 2006-A relating to the Arrangement substantially in the form and content of Schedule A annexed hereto, as such by-law may be amended pursuant to this Agreement;

"Arrangement Resolution" means the special resolution of the Target Shareholders approving the Arrangement By-Law, as required by the Interim Order and applicable Laws;

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"Articles of Arrangement" means the articles of Target confirming the Arrangement which, pursuant to the QCA, shall be filed with the Enterprise Registrar after the Final Order has been issued;

"Bauxite Sale Process" has the meaning ascribed thereto in paragraph 2.2;

"business day" means any day, other than a Saturday, a Sunday and a statutory holiday in Montral, Qubec, or Toronto, Ontario;

"Change in Target Recommendation" has the meaning ascribed thereto in paragraph 5.2.1;

"Closing Date" means the second business day after the satisfaction or waiver (subject to applicable Laws) of all of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Closing Date) set forth in Article 6, and unless another time or date is agreed to in writing by the Parties hereto;

"Competition Act" means the Competition Act (Canada), as amended from time to time;

"Confidentiality Agreement" means the letter agreement dated April 25, 2006 between Purchaser and Target pursuant to which Purchaser has been provided with access to confidential information of Target and Target has been provided with access to confidential information of Purchaser;


 

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