BCSC

Exemption Orders (Discretionary)

KIMBER RESOURCES INC.

2001 BCSECCOM 92

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

AND

IN THE MATTER OF KIMBER RESOURCES INC.

AND

IN THE MATTER OF BRIGHT STAR METALS INC.

Exemption Order Under Sections 48 and 76

[para 1]
WHEREAS Kimber Resources Inc. 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 an intended trade in common shares of Bright Star Metals Inc. is exempt from the requirements of sections 34(1)(a) and 61 of the Act;

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

1. Kimber was incorporated under the laws of British Columbia and is a private issuer under the Act;

2. Bright Star was incorporated under the laws of Alberta and is a reporting issuer under the Act;

3. Bright Star was incorporated for the purpose of completing a public offering and obtaining a listing of its common shares on the Alberta Stock Exchange (the “ASE”) as a junior capital pool company, within the meaning of the policies of the ASE; the common shares were listed and posted for trading on the ASE prior to the merger of the ASE and the Vancouver Stock Exchange and as a result of the merger of the ASE and the Vancouver Stock Exchange, are now listed on the Canadian Venture Exchange (the “CDNX”);

4. Kimber is an insider of Bright Star, but is not a control person, within the meaning of the Act and has filed all records required to be filed under sections 87 and 90 of the Act;

5. in connection with its “major transaction” under the policies of the ASE, Bright Star issued to Kimber 2,250,000 common shares in its capital (the “Shares”) pursuant to the exemptions from registration and prospectus requirements provided by sections 45(2)(6) and 74(2)(5) of the Act before Bright Star became a reporting issuer under the Act;

6. 1,268,750 of the Shares were issued to Kimber under a performance escrow agreement dated as of the 28th day of November, 1997 (the “Performance Escrow Agreement”) among Bright Star, Montreal Trust Company (as escrow agent), Greenbelt Gold Mines Ltd., Kimber and Gordon F. Dixon, of which 117,222 Shares have been released from escrow, and 731,250 of the Shares were issued to Kimber under a timed release escrow agreement dated as of the 28th day of November, 1997 (the “Timed Release Escrow Agreement”) among the same parties, of which 487,500 Shares have been released from escrow;

7. in connection with the proposed spin-off of its non-core assets, Kimber has entered into an agreement dated for reference November 2, 2000 with 616800 B.C. Ltd. (“Newco”), all of the outstanding shares of which are held by the shareholders of Kimber, wherein Newco agreed to purchase from Kimber all of the Shares, subject to the receipt of regulatory approval, in consideration for the sum of $103,596, payable by the issuance to Kimber of 103,596 redeemable preferred shares of Newco;

8. the transfer of 1,395,278 of the Shares within escrow is subject to the approval of the CDNX;

9. Newco will enter into an agreement to be bound by both the Performance Escrow Agreement and the Timed Release Escrow Agreement and 1,395,278 of the Shares will remain, after the transfer, subject to those escrow agreements;

10. the Shares are subject to a hold period in British Columbia expiring 12 months after Bright Star became a reporting issuer in British Columbia, and will remain, after the transfer, subject to that hold period under the Act;

11. the registration and prospectus exemptions contained in sections 45(2)(5) and 74(2)(4) of the Act are not available for the trade as the consideration to be paid for the Shares is not cash consideration;

[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 by Kimber of 2,250,000 Shares to Newco is exempt from the requirements of sections 34(1)(a) and 61 of the Act, provided that prior to completion of the trade, Newco receives a copy of this order;

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

(a) the trade is in accordance with any applicable escrow agreement and is made after September 28, 2001;

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

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

(d) no unusual effort is made to prepare the market or create a demand for the security; and

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

[para 5]
DATED January 15, 2001.

Derek E. Patterson
Manager