BCSC

Exemption Orders (Discretionary)

MARLENE FIPKE

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

AND

IN THE MATTER OF MARLENE FIPKE

AND

IN THE MATTER OF DIA MET MINERALS LTD.

Exemption Order Under Section 114(2)(c)

WHEREAS Marlene Fipke has applied to the Executive Director for an order under section 114(2)(c) of the Securities Act R.S.B.C. 1996, c. 418 that she is exempt from the requirements of sections 105 to 110 of the Act with respect to an offer to acquire shares of Dia Met Minerals Ltd. from her husband Charles Fipke pursuant to a divorce settlement;

AND WHEREAS Marlene Fipke has represented to the Executive Director that:

1. Dia Met is incorporated under the laws of British Columbia and is a reporting issuer under the Act;

2. the authorized capital of Dia Met consists of 100,000,000 class A redeemable voting shares and 25,000,000 class B multiple voting shares, of which 8,514,174 class A shares and 21,657,496 class B shares are issued and outstanding; the class A and B shares are equal in all respects except the class A share are entitled to one vote per share and the class B shares are entitled to 10 votes per share;

3. the class A and class B shares are listed for trading on The Toronto Stock Exchange and the American Stock Exchange;

4. Marlene Fipke owns beneficially, or exercises control or direction over 29,745 class A shares and 312,168 class B shares of Dia Met;

5. Charles Fipke owns beneficially, or exercises control or direction over, 1,310,502 class A shares and 5,306,440 class B shares of Dia Met, and is entitled to 75,000 class A shares and 300,000 class B shares of Dia Met (the “Bonus Shares”) pursuant to an agreement entered into by Charles Fipke and Dia Met in 1988;

6. Charles Fipke is also the owner of a 10% working interest in a joint venture involving the Ekati Diamond Mine in Nunavut (the “Fipke 10% Working Interest”); the Fipke 10% Working Interest is reflected in an agreement entitled the “Joint Venture Agreement – Core Zone Property” between BHP Diamonds Inc. (“BHP”), Dia Met, Charles Fipke and Dr. Stewart L. Blusson dated April 17, 1997 and in an agreement entitled “Joint Venture Agreement – Buffer Zone Property” between BHP, Dia Met, Charles Fipke and Dr. Stewart L. Blusson dated April 17, 1997;

7. as a result of a settlement on February 22, 2000 of divorce proceedings between Charles Fipke and Marlene Fipke, Charles Fipke has agreed to transfer his ownership of, or control or direction over 1,293,002 class A shares and 5,231,440 class B shares of Dia Met (collectively the “Transfer Shares”) plus the Bonus Shares when they are issued to him to Marlene Fipke, and Marlene Fipke has agreed to release any claim she has in the Fipke 10% Working Interest;

8. certain of the shares of Dia Met to be transferred to Marlene Fipke are to be transferred to her directly from the holdings of Charles Fipke, and certain of them are to be transferred indirectly by way of the transfer of shares of a holding company, the only asset of which will be, at the time of the transfer, shares of Dia Met; all such trades will be made under available registration and prospectus exemptions;

9. Marlene Fipke has issued a press release in respect of the settlement and the acquisition, by her, of control over the shares of Dia Met referred to in this application, and has filed an early warning notice under section 111 of the Act;

10. Marlene Fipke’s offer to acquire the Transfer Shares and the Bonus Shares will constitute a take over bid as defined in section 92 of the Act; and

11. the take over bid exemption in section 98(1)(c) of the Act would be available but for the fact that it is not possible for Marlene Fipke to determine with certainty whether the value of the consideration being paid for the Transfer Shares and the Bonus Shares is not greater than 115% of the market price of the Transfer Shares and the Bonus Shares;

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

IT IS ORDERED under section 114(2)(c) of the Act that Marlene Fipke is exempt from the requirements of sections 105 to 110 of the Act with respect to her offer to acquire the Transfer Shares and the Bonus Shares from Charles Fipke under the divorce settlement described above.

DATED April 7, 2000.

Margaret Sheehy
Director