SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of September 6, 2012 Between PACIFIC RIM MINING CORP. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent (Ratified by Shareholders on September 6, 2012)Shareholder Rights Plan Agreement • September 10th, 2012 • Pacific Rim Mining Corp • Metal mining • British Columbia
WHEREAS the Board of Directors of the Company, in the exercise of their fiduciary duties to the Company, has determined that it is advisable and in the best interests of the Company to continue to have in place a shareholder rights plan (as amended hereby) (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Company and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares; (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid; (c) encourage the fair treatment of the Company's securityholders in connection with any Take-over Bid (as hereinafter defined) made for the Common Shares; and (d) generally to assist the Board of Directors in enhancing shareholder value;
