Securities Law & Instruments

Headnote

Subsection 83.1(1) - Issuer deemed a reporting issuer in Ontario - Issuer has been a reporting issuer in British Columbia since September 1996 and in Alberta since July 1997 - Issuer listed and posted for trading on the TSX Venture Exchange - Issuer not designated as a capital pool company by TSX Venture - Continuous disclosure -requirements of British Columbia and Alberta substantially the same as those of Ontario.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

PACRIM RESOURCES LTD.

 

ORDER

(Subsection 83.1(1))

UPON the application of PacRim Resources Ltd. (the "Company") for an order pursuant to subsection 83.1(1) of the Act deeming the Company to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of staff of the Ontario Securities Commission (the "Commission");

AND UPON the Company representing to the Commission as follows:

1. The Company was continued pursuant to the Canada Business Corporations Act on September 27, 2002.

2. The head office of the Company is located at Suite 205, The Royal Building, 277 Lakeshore Road West, Oakville, Ontario, L6J 1H9.

3. The authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series. As of June 26, 2003, 11,393,012 common shares had been issued and 99,000 common shares had been reserved for stock options. No preferred shares had been issued as at June 26, 2003.

4. The Company has been a reporting issuer under the Securities Act (British Columbia)(the "B.C. Act") since September 11, 1996 and a reporting issuer under the Securities Act (Alberta )(the "Alberta Act") since July 14, 1997.

5. The Company is not in default of any requirements of the B.C. Act or the Alberta Act.

6. The common shares of the Company are listed on the TSX Venture Exchange ("TSXV"), and the Company is in compliance with all requirements of the TSXV.

7. The Company is not a reporting issuer in Ontario, and is not a reporting issuer, or equivalent, in any other jurisdiction, except British Columbia and Alberta.

8. The Company has a significant connection to Ontario because the mind and management of the Company are located in Ontario.

9. The continuous disclosure requirements of the B.C. Act and the Alberta Act are substantially the same as the requirements under the Act.

10. The continuous disclosure materials filed by the Company under the B.C. Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval.

11. The Company has not been subject to any penalties or sanctions imposed against the Company by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and has not entered into any settlement agreement with any Canadian securities regulatory authority.

12. Neither the Company nor any of its officers, directors, nor to the knowledge of the Company, its officers and directors, any of its shareholders holding sufficient securities of the Company to affect materially the control of the Company, has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13. Neither the Company nor any of its officers, directors, nor to the knowledge of the Company, its officers and directors, any of its shareholders holding sufficient securities of the Company to affect materially the control of the Company, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision, or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within preceding 10 years.

14. None of the officers or directors of the Company, nor to the knowledge of the Company, its officers and directors, any of its shareholders holding sufficient securities of the Company to affect materially the control of the Company, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to: (i) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Company be deemed a reporting issuer for the purposes of the Act.

March 18, 2004.

"Iva Vranic"