BCSC

Exemption Orders (Discretionary)

PACIFIC RIM MINING CORP.

2001 BCSECCOM 126

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c.418

AND

IN THE MATTER OF PACIFIC RIM MINING CORP.

Exemption Order Under Sections 48 and 76

[para 1]
WHEREAS Pacific Rim Mining Corp. (“Pacrim”) has applied to the Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418, that the intended trade of 100,000 common shares of Pacrim (the “Pacrim Shares”) to Mr. Gerald Phillips (“Phillips”) in connection with a settlement agreement (the “Settlement Agreement”), dated December 11, 2000, is exempt from the requirements of sections 34(1)(a) and 61 of the Act;

[para 2]
AND WHEREAS Pacrim has represented to the Executive Director that:

1. Pacrim is a corporation incorporated under the laws of British Columbia, is a reporting issuer, but not an exchange issuer, under the Act, and is not in default of any requirement of the Act or the Securities Rules, B.C. Reg. 194/97;

2. the authorized capital of Pacrim consists of 100,000,000 common shares, of which 23,398,600 were issued and outstanding as of January 5, 2001;

3. Pacrim’s common shares are listed and posted for trading on The Toronto Stock Exchange (“TSE”);

4. Phillips is a former senior officer and director of Pacrim;

5. the terms of the Settlement Agreement were negotiated by Pacrim and Phillips by each of their separate and independent legal counsel acting at arm’s length;

6. pursuant to the Settlement Agreement, Pacrim has agreed, inter alia, subject to applicable regulatory acceptance and court approval, to issue the Pacrim Shares to Phillips upon the delivery by Phillips of 100,000 common shares to Mr. Marion Plucinski (“Plucinski”) in connection with the settlement of proceedings commenced by Phillips against Plucinski under Action No. C971023, by Plucinski and Tadeusz Plucinski against Pacrim and Phillips under Action No. C985480, by Zbigniew Fabiszewski against Pacrim and Phillips under Action No. C995015, by Pacrim against Phillips under Action No. S003510 and by Pacrim in connection with certain third-party proceedings under Action No. S003510; and

7. the Settlement Agreement has been accepted by The Toronto Stock Exchange.

[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 4]
IT IS ORDERED:

1. under sections 48 and 76 of the Act, that the intended trade of the Pacrim Shares by Pacrim to Phillips in connection with the Settlement Agreement is exempt from the requirements of sections 34(1)(a) and 61 of the Act provided that;

(a) prior to or concurrently with the distribution of the Pacrim Shares to Phillips, Pacrim provides Phillips with a copy of this order; and

(b) Pacrim files a Form 20 on or before the 10th day after the distribution of the Pacrim Shares to Phillips in reliance upon this order.

2. under section 76 of the Act, that any trade in the Pacrim Shares acquired under this order is deemed to be a distribution unless:

(a) 12 months have elapsed from the date of issue of the Pacrim Shares;

(b) if the seller is an insider of Pacrim, other than a director or senior officer of Pacrim, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

(c) if the seller is a director or senior officer of Pacrim, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Pacrim has filed all records required to be filed under Part 12 of the Act and of the Rules;

(d) the trade is not a distribution from the holdings of a control person;

(e) no unusual effort is made to prepare the market or create a demand for the common shares of Pacrim; and

(f) no extraordinary commission or other consideration is paid in respect of the trade.

[para 5]
DATED January 25, 2001.

Brenda Leong
Director