Securities Law & Instruments

Headnote

Subsection83.1(1) - issuer deemed to be a reporting issuer in Ontario -issuer has been a reporting issuer in British Columbia since 1980and Alberta since 1999 - issuer listed and posted for tradingon the Canadian Venture Exchange - continuous disclosure requirementsof British Columbia and Alberta substantially the same as thoseof Ontario.

NI43-101 - issuer exempt from filing technical report in subsection4.1(1) of NI 43-101 and from related fee set out in subsection53(1) of Schedule 1 to Reg.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5, as am., ss.83.1(1).

RegulationsCited

Regulation1015, R.R.R. 1990, as am., Schedule 1 - ss. 53(1), 59(2).

NationalInstruments Cited

NationalInstrument 43-101 - Standards of Disclosure for Mineral Projects(2001), 24 OSCB 303, ss. 4.1(1), 9.1(1).

PoliciesCited

OntarioSecurities Commission Policy 12-602 - Deeming an Issuer in Certainother Canadian Jurisdictions to be a Reporting Issuer in Ontario.

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.1990 CHAPTER S.5 AS AMENDED (the "Act")

AND

INTHE MATTER OF

NATIONALINSTRUMENT 43-101

STANDARDSOF DISCLOSURE FOR MINERAL PROJECTS ("NI 43-101")

AND

INTHE MATTER OF

FIRSTMAJESTIC RESOURCE CORP.

ORDERAND DECISION

(Subsection83.1(1) of the Act & Subsection 9.1(1) of NI 43-101)

UPONthe application of First Majestic Resource Corp. (the "Issuer")to the Ontario Securities Commission (the "Commission") foran order pursuant to subsection 83.1(1) of the Act deeming theIssuer to be a reporting issuer for the purposes of Ontariosecurities law;

ANDUPON the application of the Issuer to the Directorof the Commission for a decision pursuant to subsection 9.1(1)of NI 43-101 that the Issuer be exempt from the requirementcontained in subsection 4.1(1) of NI 43-101 to file a technicalreport upon first becoming a reporting issuer in Ontario;

ANDUPON the application of the Issuer to the Directorof the Commission for a decision pursuant to subsection 59(2)of Schedule I to the Regulation that the Issuer be exempt fromthe requirement contained in subsection 53(1) of Schedule Ito the Regulation to pay a fee in connection with the makingof this application.

ANDUPON considering the application and the recommendationof the staff of the Commission;

ANDUPON the Issuer representing to the Commission andthe Director as follows:

1.The Issuer is a company governed by the Business CorporationsAct (Yukon).

2.The Issuer's registered office is located in Whitehorse, YukonTerritory and its head office is located in Vancouver, BritishColumbia.

3.The authorized share capital of the Issuer consists of an unlimitednumber of common shares without par value of which 3,031,735common shares were issued and outstanding as at January 16,2002, following a share consolidation on a 10:1 basis on January3, 2002.

4.The Issuer became a reporting issuer under the SecuritiesAct (British Columbia) (the "B.C. Act") on January 31,1980, by way of prospectus and became a reporting issuer underthe Securities Act (Alberta) (the "Alberta Act") onNovember 26, 1999, pursuant to the merger of the Alberta andVancouver Stock Exchanges.

5.The Issuer's common shares were listed and posted for tradingon the Vancouver Stock Exchange on April 21, 1980. The Issuer'scommon shares currently trade on the Canadian Venture Exchange("CDNX") under the trading symbol "FR". The Issuer is not designatedas a Capital Pool Company by CDNX.

6.CDNX requires all of its listed issuers, which are not otherwisereporting issuers in Ontario, to assess whether they have asignificant connection to Ontario as defined in Policy 1.1 ofCDNX Corporate Finance Manual.

7.CDNX requires that where an issuer, which is not otherwise areporting issuer in Ontario, becomes aware that it has a significantconnection to Ontario, the issuer promptly make a bona fideapplication to the Commission to be deemed a reporting issuerin Ontario.

8.The Issuer has a significant connection to Ontario in that,as at October 29, 2001 residents of Ontario beneficially held6,423,873 common shares (pre-consolidated shares) which representedapproximately 21% of the 30,317,355 issued and outstanding sharesof the Issuer (pre-consolidated shares) at that time, all basedon a summary report prepared by the Independent Investor CommunicationsCorporation and dated October 29, 2001.

9.The Issuer has applied to the Commission pursuant to subsection83.1(1) of the Act for an order that it be deemed a reportingissuer in Ontario.

10.Subsection 4.1(1) of NI 43-101 provides that, upon first becominga reporting issuer in a Canadian jurisdiction, an issuer shallfile with the securities regulatory authority in that Canadianjurisdiction, a current technical report for each property materialto the issuer.

11.The Issuer does not have a current technical report and wouldnot otherwise be required to file a technical report pursuantto NI 43-101 at this time except for having to become a reportingissuer in Ontario pursuant to CDNX Corporate Finance Manual.

12.The Issuer is not a reporting issuer under the securities legislationof any jurisdiction other than the provinces of British Columbiaand Alberta.

13.The Issuer is not in default of any requirements of the B.C.Act, the Alberta Act, or any of the rules and regulations thereunder,and is not on the lists of defaulting reporting issuers maintainedpursuant to the B.C. Act or the Alberta Act. To the knowledgeof management of the Issuer, the Issuer has not been the subjectof any enforcement actions by the British Columbia or AlbertaSecurities Commissions or by CDNX.

14.The continuous disclosure requirements of the B.C. Act and theAlberta Act are substantially the same as the requirements underthe Act.

15.The materials filed by the Issuer as a reporting issuer in theProvinces of British Columbia and Alberta since January 1, 1997are available on the System for Electronic Document Analysisand Retrieval. The Issuer's continuous disclosure record isup to date and includes a description of the Issuer's materialmineral projects.

16.Neither the Issuer nor any of its directors, officers nor, tothe best knowledge of the Issuer and its directors and officers,any of its controlling shareholders has: (i) been the subjectof any penalties or sanctions imposed by a court relating toCanadian securities legislation or by a Canadian securitiesregulatory authority, (ii) entered into a settlement agreementwith a Canadian securities regulatory authority, or (iii) beensubject to any other penalties or sanctions imposed by a courtor regulatory body that would be likely to be considered importantto a reasonable investor making an investment decision.

17.Neither the Issuer nor any of its directors, officers nor, tothe best knowledge of the Issuer, its directors and officers,any of its controlling shareholders, is or has been subjectto: (i) any known ongoing or concluded investigations by (a)a Canadian securities regulatory authority, or (b) a court orregulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or (ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

18.None of the directors or officers of the Issuer, nor to thebest knowledge of the Issuer, its directors and officers, anyof its controlling shareholders, is or has been at the timeof such event a director or officer of any other issuer whichis or has been subject to: (i) any cease trade or similar orders,or orders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutive days,within the preceding 10 years; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-mangeror trustee, within the preceding 10 years.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest,

ITIS HEREBY ORDERED pursuant to subsection 83.1(1) ofthe Act that the Issuer is deemed to be a reporting issuer forthe purposes of Ontario securities law.

March21, 2002.

"MargoPaul"


IT IS FURTHER DECIDED pursuant to subsection 9.1(1)of NI 43-101 that the Issuer is exempt from subsection 4.1(1)of NI 43-101 upon being deemed to be a reporting issuer in Ontario.

ANDIT IS FURTHER DECIDED pursuant to subsection 59(2) ofSchedule I to the Regulation that the Issuer is exempt from therequirement contained in subsection 53(1) of Schedule I to theRegulation to pay a fee in connection with the making of thisapplication.

March21, 2002.

"MargoPaul"