Western Copper Holdings Limited - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Application - relief from requirement to file a technicalreport concurrently with the annual report - technical reportto be filed by annual information form deadline.

Applicable Ontario Provisions

National Instrument 43-101 Standards of Disclosurefor Mineral Projects, ss. 4.2(3) and 9.1.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

WESTERN COPPER HOLDINGS LIMITED

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia and Ontario (the "Jurisdictions")has received an application from Western Copper Holdings Limited(the "Filer") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation")that the requirement contained in section 4.2(3) of NationalInstrument 43-101 Standards of Disclosure for Mineral Projects("NI 43-101") that a technical report be filed tosupport information describing mineral projects on a propertymaterial to the Filer concurrently with the filing of the Filer'sannual report (the "Annual Report") shall not applyto the Filer;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission is the principalregulator for this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS the Filer has representedto the Decision Makers:

1. the Filer came into existence under thelaws of British Columbia under a Certificate of Incorporationdated July 11, 1984;

2. the Filer is a reporting issuer in eachof the Jurisdictions and is not in default of any requirementunder the Legislation;

3. the Filer's common shares are listed andposted for trading on The Toronto Stock Exchange;

4. the authorized capital of Western is 100,000,000common shares without par value, of which 31,923,869 commonshares were outstanding as of January 24, 2003;

5. the Filer holds an interest in a materialproperty located in Zacatecas State, Mexico (the "Property");

6. the Filer intends to prepare the AnnualReport for mailing to its shareholders on approximately February12, 2003, at the same time as the Filer mails its informationcircular and financial statements for the year ended September30, 2002;

7. the Filer has issued a number of news releasesand filed material change reports disclosing the results ofthe work program on the Property;

8. the disclosure in the news releases andthe material change reports was prepared under the supervisionof Thomas Patton, a "qualified person" as definedby NI 43-101;

9. the disclosure in the Annual Report willcontain no material information which has not previously beendisclosed by the Filer in news releases prepared in accordancewith NI 43-101;

10. the Filer is preparing an independenttechnical report (the "Technical Report") relatingto the Property which is scheduled to be completed beforeFebruary 28, 2002;

11. the Filer will file the Technical Reportto support disclosure in its annual information form whichis required to be filed by March 31, 2003; and

12. the Annual Report will disclose that theFiler has not yet filed the Technical Report to support thedisclosure in the Annual Report, that the Technical Reportwill be filed with the annual information form, and that readersshould refer to the Technical Report when it is available(the "Cautionary Language");

AND WHEREAS under the System this MRRSdecision document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the requirement of NI 43-101 that atechnical report be filed to support information in the Filer'sannual report concurrently with the filing of the Annual Reportshall not apply to the Filer provided that:

(a) the disclosure in the Annual Reportcontains no material information which has not previouslybeen disclosed by the Filer in news releases prepared inaccordance with NI 43-101;

(b) the Annual Report includes the CautionaryLanguage; and

(c) the Filer prepares and files the TechnicalReport in conjunction with the Filer's annual informationform, and in any event no later than March 31, 2003.

February 14, 2003.

"Brenda Leong"

Cautionary Language

The technical disclosure in this annual reporthas not been supported by a technical report prepared in accordancewith National Instrument 43-101. The technical report is beingprepared by a qualified person as defined under National Instrument43-101 and it will be available on Western's website prior toMarch 31, 2003. Readers are advised to refer to that technicalreport when it is filed.