Liberty Mineral Exploration - 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

LIBERTY MINERAL EXPLORATION INC.

ORDER

(Subsection 83.1(1))

UPON the application of Liberty Mineral Exploration Inc. ("Liberty") for an order pursuant to subsection 83.1(1) of the Act deeming Liberty to be a reporting issuer for the purposes of the Act and the regulations made hereunder (the Act and the regulations collectively, "Ontario Securities Law");

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON Liberty representing to the Commission as follows:

1. Liberty is a company organized and existing under the laws of Alberta.

2. Liberty's head office is located in Toronto, Ontario.

3. Liberty has been a reporting issuer in Alberta under the Securities Act (Alberta) (the "Alberta Act") since July 31, 1997 and in British Columbia under the Securities Act (British Columbia) (the "B.C. Act") since November 29, 1999.

4. Liberty is not in default of any of the requirements of the Alberta Act or the B.C. Act.

5. The continuous disclosure materials filed by Liberty under the Alberta Act since July 31, 1997 and under the B.C. Act since November 29, 1999 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

6. Liberty is not a reporting issuer or the equivalent under the securities legislation of any other jurisdiction in Canada.

7. The authorized share capital of Liberty consists of an unlimited number of common shares without par value of which 6,125,000 were issued and outstanding as at 6 th December, 2000 and an unlimited number of preferred shares issuable in series, none of which are issued and outstanding.

8. The common shares of Liberty are listed on the Canadian Venture Exchange.

9. There are 126,249 outstanding options at an exercise price of $0.20 and 15,000 outstanding options at an exercise price of $0.40.

10. Liberty seeks to become a reporting issuer in Ontario for the following reasons:

(a) its head office is situated in Toronto;

(b) over 50 % of its shareholders are resident in Ontario; and

(c) it will be seeking to raise funds in the future from Ontario residents by private placement and wants to ensure that the exemption under s.72(1)(d) of the Act is available so that Ontario residents who participate in such a placement are not subject to a perpetual hold period.

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

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 Liberty is deemed to be a reporting issuer for the purposes of Ontario Securities Law.

April 17, 2001.

"Paul Moore"   "Stephen N. Adams"