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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION
  12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR
  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2007

Commission file number: 001-31328



**PACIFIC RIM MINING CORP.** (Exact Name of Registrant as Specified in its Charter)

|British Columbia                                                        | 1041                         | N/A                                 
|----------------------------------------------------------------------- | ---------------------------- | ------------------------------------
|(Province or other jurisdiction of incorporation or
      organization) | (Primary Standard Industrial | (I.R.S. Employer Identification No.)
|                                                                        | Classification Code)         |                                     

Suite 410  625 Howe Street
Vancouver, British Columbia, Canada V6C 2T6 (604)
689-1976(Address and Telephone Number of Registrants Principal
Executive Offices)

|Dorsey & Whitney LLP                                                           | Copies to:                         
|------------------------------------------------------------------------------ | -----------------------------------
|Republic Plaza Building, Suite 4700                                            | Kenneth G. Sam                     
|370 Seventeenth                                                                | Dorsey & Whitney LLP               
|Denver, Colorado 80202                                                         | Republic Plaza Building, Suite 4700
|(303) 629-3400                                                                 | 370 Seventeenth                    
|(Name, address (including zip code) and telephone number
      (including area | (303) 629-3445                     
|code) of agent for service in the United States)                               |                                    

|Securities registered or to be registered pursuant
      to Section 12(b) of the Act:
|-------------------------------------------------------------------------------------
|                                                                                     
|Title of Each Class:                                                                 
|                                                                                     
|Common Shares, no par value                                                          

Securities registered or to be registered pursuant to Section
12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed
with this form:

[ x ] Annual Information Form                                                     [ x ]
  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report: 109,781,960

Indicate by check mark whether the Registrant by filing the information
  contained in this Form is also thereby furnishing the information to the Commission
  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange
  Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant
  in connection with such Rule.    [   ] Yes 
     [ x ] No

Indicate by check mark whether the Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Exchange Act during
  the preceding 12 months (or for such shorter period that the Registrant was
  required to file such reports) and (2) has been subject to such filing requirements
  for the past 90 days.    [ x ] Yes    
  [   ] No

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EXPLANATORY NOTE

Pacific Rim Mining Corp. (the Company or the
Registrant) is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the Exchange Act) on Form 40-F pursuant to the
multi-jurisdictional disclosure system of the Exchange Act . The Company is a
foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Equity
securities of the Company are accordingly exempt from Sections 14(a), 14(b),
14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
concern the Companys anticipated results and developments in the Companys
operations in future periods, planned exploration and development of its
properties, plans related to its business and other matters that may occur in
the future. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.

Statements concerning reserves and mineral resource estimates
may also be deemed to constitute forward-looking statements to the extent that
they involve estimates of the mineralization that will be encountered if the
property is developed, and in the case of mineral reserves, such statements
reflect the conclusion based on certain assumptions that the mineral deposit can
be economically exploited. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always,
using words or phrases such as expects or does not expect, is expected,
anticipates or does not anticipate, plans, estimates or intends, or
stating that certain actions, events or results may, could, would, might
or will be taken, occur or be achieved) are not statements of historical fact
and may be forward-looking statements. Forward-looking statements are subject to
a variety of known and unknown risks, uncertainties and other factors which
could cause actual events or results to differ from those expressed or implied
by the forward-looking statements, including, without limitation:

- risks related to our history of losses;
- risks related to our sole source of operating revenue being derived from
  our interest in Denton-Rawhide;
- risks related to our potential need for and ability to obtain additional
  financing;
- risks related to uncertainty in our ability to fund the development of our
  mineral properties or the completion of further exploration programs;
- risks related to differences between U.S. and Canadian practices for
  reporting resources and reserves;
- risks related to our reserves and resources figures being estimates based
  on interpretations and assumptions which may result less mineral production
  under actual conditions than is currently estimated;
- risks related to changes in the market price of gold, silver, and other
  minerals which in the past has fluctuated widely and which could affect the
  profitability of our operations and financial condition;
- risks related to currency fluctuations;
- risks related to the inherently dangerous activity of mining, including
  conditions or events beyond our control;
- risks related to governmental regulations;
- risks related to our primary properties being located in El Salvador,
  including political, economic, and regulatory instability;
- risks related to uncertainty in our ability to obtain and maintain certain
  permits necessary to our current and anticipated operations;
- risks related to our business being subject to environmental laws and
  regulations which may increase our costs of doing business and restrict our
  operations;
- risks related to our land reclamation requirements for our properties which
  may be burdensome;

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- uncertainty relating to our ability to attract and maintain qualified
  management to meet the needs of our anticipated growth and risks relating to
  our ability to manage our growth effectively;
- risks related to our mineral properties being subject to prior unregistered
  agreements, transfers, or claims and other defects in title;
- risks related to our history of losses, which we may continue to incur in
  the future;
- risks related to increased competition that could adversely affect our
  ability to attract necessary capital funding or acquire suitable producing
  properties for mineral exploration in the future; and
- risks related to our officers and directors becoming associated with other
  natural resource companies which may give rise to conflicts of interests.

This list is not exhaustive of the factors that may affect our
forward-looking statements. Some of the important risks and uncertainties that
could affect forward-looking statements are described further in the exhibits
attached to this annual report. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in the forward-looking
statements. Forward-looking statements are made based on managements beliefs,
estimates and opinions on the date the statements are made, and the Company
undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Investors are
cautioned against attributing undue certainty to forward-looking statements.

NOTE TO UNITED STATES READERS-DIFFERENCES IN
UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under a multi-jurisdictional
disclosure system adopted by the United States, to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company prepares its financial statements, which are
filed with this report on Form 40-F, in accordance with Canadian generally
accepted accounting practices (GAAP), and they may be subject to Canadian
auditing and auditor independence standards. They may not be comparable to
financial statements of United States companies. Significant differences between
Canadian GAAP and United States GAAP are described in Note 13 of the comparative
audited consolidated financial statements of the Company.

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual
report on Form 40-F are in United States dollars. The exchange rate of Canadian
dollars into United States dollars, on July 19, 2007, based upon the noon buying
rate in New York City for cable transfers payable in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York, was
U.S.$1.00 = CDN$1.0425.

RESOURCE AND RESERVE ESTIMATES

The Companys Annual Information Form filed as Exhibit 1
to this annual report on Form 40-F has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. The terms mineral reserve,
proven mineral reserve and probable mineral reserve are Canadian mining
terms as defined in accordance with Canadian National Instrument 43-101 
Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian
Institute of Mining, Metallurgy and Petroleum (the CIM) - CIM Definition
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as amended. These definitions differ from the definitions in the United
States Securities and Exchange Commission (SEC) Industry Guide 7 (SEC
Industry Guide 7) under the United States Securities Act of 1933, as
amended. Under SEC Industry Guide 7 standards, a final or bankable
feasibility study is required to report reserves, the three-year historical
average price is used in any reserve or cash flow analysis to designate reserves
and the primary environmental analysis or report must be filed with the
appropriate governmental authority.

In addition, the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
defined in and required to be disclosed by NI 43-101; however, these terms are
not defined terms under SEC Industry Guide 7 and are normally not permitted to
be used in reports and registration statements filed with the SEC. Investors are
cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves. Inferred mineral resources
have a great amount of uncertainty as to their existence, and great uncertainty
as to their economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of inferred mineral resources may not form the
basis of feasibility or pre-feasibility studies, except in rare cases. Investors
are cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of contained ounces
in a resource is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report mineralization that does not
constitute reserves by SEC standards as in place tonnage and grade without
reference to unit

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measures.

Accordingly, information contained in this report and the
documents incorporated by reference herein containing descriptions of our
mineral deposits may not be comparable to similar information made public by
U.S. companies subject to the reporting and disclosure requirements under the
United States federal securities laws and the rules and regulations
thereunder.

ANNUAL INFORMATION FORM

The Companys Annual Information Form (AIF) for the fiscal
year ended April 30, 2007 is filed as Exhibit 1 and incorporated by
reference in this annual report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENTS
DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The audited consolidated financial statements of the Company
for the years ended April 30, 2007 and 2006, including the report of the
independent auditor with respect thereto, are filed as Exhibit 2 and
incorporated by reference in this annual report on Form 40-F. For a
reconciliation of important differences between Canadian and United States
generally accepted accounting principles, see Note 17 to the Companys audited
consolidated financial statements.

Managements Discussion and Analysis

The Companys managements discussion and analysis (MD&A)
is filed as Exhibit 3 and incorporated by reference in this annual report
on Form 40-F.

Tax Matters

Purchasing, holding, or disposing of securities of the
Registrant may have tax consequences under the laws of the United States and
Canada that are not described in this annual report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

At the end of the period covered by this report, an evaluation
was carried out under the supervision of and with the participation of the
Companys management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the design and operations of
the Companys disclosure controls and procedures (as defined in Rule 13a  15(e)
and Rule 15d  15(e) under the Exchange Act). Based on that evaluation the CEO
and the CFO have concluded that as of the end of the period covered by this
report, the Companys disclosure controls and procedures were adequately
designed and effective in ensuring that: (i) information required to be
disclosed by the Company in reports that it files or submits to the Securities
and Exchange Commission under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in applicable rules
and forms and (ii) material information required to be disclosed in our reports
filed under the Exchange Act is accumulated and communicated to our management,
including our CEO and CFO, as appropriate, to allow for accurate and timely
decisions regarding required disclosure.

.MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The Company's management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation and fair
presentation of financial statements for external purposes in accordance with
generally accepted accounting principles.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation
of the Companys internal control over financial reporting as of April 30, 2007,
based on the criteria set forth in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission. This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation. Based on this
evaluation, management has concluded that the Companys internal control over
financial reporting was effective as of April 30, 2007 and no material
weaknesses were discovered.

As this report is required for U.S. reporting purposes, the Company
  is a foreign private issuer as defined in Rule 3b-4 of the Exchange
  Act, and the Company is not a large accelerated filer, the Company
  is not required to provide an auditors attestation report on internal
  control over financial reporting and the Companys auditor has not attested
  to managements evaluation of internal controls over financial reporting
  for the year ended April 30, 2007.

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CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this annual report on Form 40-F,
no changes occurred in the Companys internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

The Companys management, including the CEO and CFO, does not
expect that its disclosure controls and procedures or internal controls and
procedures will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

CORPORATE GOVERNANCE

The Company is listed on the Toronto Stock Exchange (TSX) and
is required to describe its practices and policies with regards to corporate
governance with specific reference to the TSX guidelines on an annual basis by
way of a corporate governance statement contained in the companys annual report
or information circular. The Company is also listed on the American Stock
Exchange (AMEX) and additionally complies as necessary with the rules and
guidelines of AMEX as well as the United States Securities and Exchange
Commission (SEC). The Company reviews its governance practices on an ongoing
basis to ensure it is in compliance. The Company is complying with applicable
new and revised rules and regulations, introduced pursuant to the Sarbanes-Oxley
Act in the United States, by the SEC and AMEX, as well as changes arising from
discussions between the TSX and Ontario Securities Commission, within the
timeframes specified as the revisions and new requirements come into effect.

The Companys Board of Directors is responsible for the
Companys Corporate Governance policies and has separately designated standing
Audit, Compensation, Environmental and Nominating. The Companys Board of
Directors has determined that all the members of the Audit, Compensation, and
Nominating, Committees are independent, based on the criteria for independence
and unrelatedness prescribed by the Sarbanes-Oxely Act of 2002, section
10A(m)(3), and the American Stock Exchange.

Corporate governance relates to the activities of the Companys
board of directors (the Board), the members of which are elected by and are
accountable to the shareholders, and takes into account the role of the
individual members of management who are appointed by the Board and who are
charged with the day to day management of the Company. The Board is committed to
sound corporate governance practices which are both in the interest of its
shareholders and contribute to effective and efficient decision making.

Canadian National Instrument 58-201 Corporate Governance
Guidelines ("NP 58-201") establishes corporate governance guidelines which
apply to all Canadian public companies. The Company has reviewed its own
corporate governance practices in light of these guidelines. In certain cases,
the Company's practices comply with the guidelines; however, the Board considers
that some of the guidelines are not suitable for the Company at its current
stage of development and therefore these guidelines have not been adopted.
National Instrument 58-101Disclosure of Corporate Governance Practices
mandates disclosure of corporate governance practices, which disclosure is set
out below.

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Independence of Members of Board and Management Supervision
by Board

The Company's Board consists of six directors, a majority of
whom are independent based upon the tests for independence set forth in National
Instrument 52-110 Audit Committees("NI 52-110") and the standards in the
Company Guide for the American Stock Exchange. The Board will consist of four
(4) independent directors in Messrs. Myckatyn, Petrina, Fagin and Sweeney. Mr.
Shrake, the President and Chief Executive Officer, is not considered an
independent director. Ms. McLeod-Seltzer, Board Chairman, is also not considered
an independent director.

The Board facilitates the exercise of independent judgement in
carrying out its responsibilities, by the effective supervision of management by
the independent directors on an informal basis through active and regular
involvement in reviewing and supervising the operations of the Company and
through regular and full access to management. Further independent supervision
is performed through the Audit Committee which is composed entirely of
independent directors who meet with the Company's auditors without management
being in attendance. The independent directors hold meetings without the
presence of non-independent directors on a quarterly basis and are also
encouraged to meet at any time they consider necessary without any members of
management, including the non-independent directors, being present. The
Company's auditors, legal counsel and certain employees may be invited to
attend. During the Companys most recently completed financial year, the
independent directors met a total of four (4) times.

Leadership is provided for the Board's independent directors
through access to management and the independent operation of the Audit
Committee, as discussed above, and through its Lead Director, Mr. Myckatyn. As
Lead Director, Mr. Myckatyns role and responsibilities are to:

| | (i)    | assist the Chairman to manage the Board and its
      committees in a manner that ensures that these relationships are effective
      and efficient and further the best interests of the Company;
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)   | oversee the process of evaluation of the Board, its
      committees and individual directors;                                                                                                     
| | (iii)  | act as the principal sounding board and counsellor for
      the Chairman;                                                                                                                         
| | (iv)   | ensure that the Chairman is aware of concerns of the
      independent directors, shareholders and other stakeholders;                                                                             
| | (v)    | work with the Chairman to assist the Chairman in
      fulfilling her responsibilities in managing the Board;                                                                                      
| | (vi)   | work with the Chairman to co-ordinate the agenda for
      Board meetings;                                                                                                                         
| | (vii)  | chair and manage all meetings for the independent
      directors;                                                                                                                                 
| | (viii) | attend committee meetings when it is appropriate to do
      so; and                                                                                                                               
| | (ix)   | meet, from time to time, with the Chairman and the
      President and Chief Executive Officer to convey and discuss concerns of
      the independent directors.                                  

Participation of Directors in Other Reporting
Issuers

The following table sets forth directors of the Company that
are also a director of any other issuer that is a reporting issuer (or
equivalent) in a jurisdiction or foreign jurisdiction.

Name of Director
      Name of Other Public CompanyCatherine McLeod-Seltzer
      Miramar Mining Corporation, Bear Creek Mining Corporation,
        Stornoway Diamond Corporation, Kinross Gold Corporation and Peru Copper
        Inc.Anthony J. Petrina
      Bear Creek Mining Corporation and Miramar Mining CorporationWilliam Myckatyn
      Quadra Mining Ltd., Miramar Mining Corporation, and First Point
        Minerals Ltd.David K. Fagin
      Golden Star Resources Ltd. and Canyon Resources Corp., and
        T. Rowe Price Mutual FundsPaul B. Sweeney
      Pan American Silver Corp., Polaris Minerals Corporation, New
        Gold Inc.


Participation of Directors in Board Meetings

The Board meets at least once every quarter to review, among
other things, the performance of the Company. The Board also holds a meeting
each year to review and assess the Company's financial forecasts and business
plan for the ensuing year and its overall strategic objectives. Other meetings
of the Board are called to deal with special matters as circumstances require.
During the Companys most recently completed financial year, four (4) Board
meetings were held. The attendance record of each director for the Board
meetings held is as follows:

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Name of Director
      No. of Board Meetings Attended in the Most Recently
        Completed Financial YearCatherine McLeod-Seltzer
      4Thomas Shrake
      4Anthony J. Petrina
      4William Myckatyn
      4David K. Fagin
      3Paul B. Sweeney
      4


Board Mandate

The mandate of the Board is to manage or supervise the
management of the business and affairs of the Company and to act with a view to
the best interests of the Company. The Board sets long-term goals and objectives
for the Company to formulate the plans and strategies necessary to achieve those
objectives and to supervise and offer guidance to the Companys senior
management in their implementation. Although the Board has delegated to senior
management personnel the responsibility for managing the day-to-day affairs of
the Company the Board is ultimately responsible for all matters relating to the
Company and its business. In fulfilling its mandate, the Board, among other
matters, is responsible for reviewing and approving the Company's overall
business strategies and its annual business plan; reviewing and approving the
semi-annual corporate forecasts; reviewing and approving significant capital
investments; reviewing major strategic initiatives to ensure that the Company's
proposed actions accord with shareholder objectives; reviewing succession
planning; assessing management's performance against approved business plans and
industry standards; reviewing and approving the reports and other disclosure
issued to shareholders; ensuring the effective operation of the Board; and
safeguarding shareholders' equity interests through the optimum utilization of
the Company's capital resources.

The Board expects management to efficiently implement its
strategic plans for the Company in a professional, competent and ethical manner,
to keep the Board fully apprised of its progress in doing so and to be fully
accountable to the Board in respect to all matters for which it has been
assigned responsibility. In addition to matters, which must by law or pursuant
to the constating documents of the Company be approved by the Board, all matters
of strategic importance to the Company are referred to the Board for prior
review and approval. Any material expenditures or legal commitments, including
without limitation debt or equity financings, acquisitions and divestitures by
the Company, financial statements and major disclosure documents are subject to
prior approval by the Board. The Board holds meetings on a regular basis to
review the Companys strategy as well as to consider and approve particular
matters. One of the Board's responsibilities is to review and, if thought fit,
to approve opportunities as presented by management and to provide guidance to
management. The Board expects management to operate the business of the Company
in a manner that enhances shareholder value and is consistent with the highest
level of integrity. Management is expected to execute the Company's business
plan and to meet performance goals and objectives.

The Board oversees the management of the Company's affairs
directly and through its committees. The Board also meets to plan for the future
growth of the Company; identify risks of the Company's business, thus ensuring
the implementation of appropriate systems to manage these risks; monitor senior
management; and ensure timely disclosure of material transactions. Frequency of
Board meetings as well as the nature of agenda items change depending upon the
state of the Company's affairs and in light of opportunities or risks that the
Company faces. When necessary and appropriate, issues may be approved and
adopted by the Board by way of written resolutions in accordance with applicable
corporate law.

Position Descriptions

The Board has developed written position descriptions for the
Board Chair, President and CEO and for the directors at large. The Board
semi-annually approves the operating and capital forecasts and strategic plan,
and the Chairman and President and CEO are required to ensure the Company
operates within those guidelines. Material departures must be approved by the
Board. The Board is of the view that the respective corporate governance roles
of the Board and management, as represented by the Chairman and President and
CEO, are clear, and that the limits to managements responsibility and authority
are well defined.

The Board has not developed written position descriptions for
the Chair of each Board committee. The Chairs of the Nominating, Compensation,
and Environmental Committees are responsible for calling the meetings of the
relevant Committee, establishing meeting agenda with input from management, and
supervising the conduct of the meetings. The Chair of the Audit Committee has a
clear mandate from the Board to carry out his responsibilities.

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Orientation and Continuing Education

New directors are provided with a Board Manual, as reviewed and adopted by the Board, which contains comprehensive information and guidelines on the duties of the Board, and members of management, terms of reference for committees and policies
adopted by the Board, as well as recent regulatory filings made by the Company. New directors are given a full briefing by the Chairman of the Board and President and CEO.  The President and CEO reports at each board meeting on the Companys
activities and provides directors with a monthly written report. All directors are encouraged to contact senior management for updates at any time.

The Board currently does not provide continuing education for its directors. By using a Board composed of experienced professionals with a wide range of financial, legal, exploration and mining expertise, the Company ensures that the Board operates
effectively and efficiently.

Board members are encouraged to communicate with management, legal counsel and, where applicable, auditors and technical consultants of the Company; to keep themselves current with industry trends and developments and changes in legislation with
management's assistance; and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Nomination of Directors

The Nominating Committee is composed of three directors, Messrs. Petrina (Chair), Sweeney and Myckatyn, all of whom are independent within the meaning contained in NI 52-110. The Nominating Committee has the responsibility for recommending to the
Board the nominees to fill vacancies on the Board or to be proposed by any member of the Board as candidates for election as directors at the annual general meeting. The Nominating Committee also recommends to the Board a desirable balance of
expertise among the Board members, seeks out possible candidates to fill Board positions and aids in attracting qualified candidates to the Board. In addition, the Nominating Committees responsibilities include reviewing and monitoring the
orientation of new Board members; reviewing and approving officers directorships in other companies and reviewing directors relationships with outside entities with regard to potential conflicts of interest.

Compensation

The Compensation Committee is composed of Messrs. Fagin (Chair), Sweeney, and Myckatyn, all of whom are independent within the meaning contained in NI52-110. The overall purpose of the Compensation Committee is to make recommendations to the Board
for human resources and compensation policies and to implement and oversee same if the Board approves the recommendations for the Company.

The Compensation Committee is responsible for reviewing all overall compensation strategy, objectives and policies; annually reviewing and assessing the performance of the executive officers; recommending to the Board the compensation of the
executive officers; reviewing executive appointments; and recommending the adequacy and form of directors' compensation.

To determine compensation payable, the Compensation Committee reviews compensation paid for directors and officers of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation
reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. See also "Report on Executive Compensation"
and "Compensation of Directors" above.

No compensation consultant or advisor has, at any time since the beginning of the Company's most recently completed financial year, been retained to assist in determining compensation for any of the Company's directors and officers.

Other Committees

Committees of the Board are an integral part of the Company's governance structure. The Boards committees presently consist of an Audit Committee, a Compensation Committee, an Environmental Committee and a Nominating Committee. The
Boards committees have been established to devote the necessary expertise and resources to particular areas, and to enhance the quality of discussion at Board meetings. The Committees facilitate effective Board decision making by providing
recommendations to the Board on matters within their respective responsibilities. The Board believes that the Committees assist in the effective functioning of the Board and that the composition of the Committees should ensure that the views of the
independent directors are effectively represented.

A discussion of the Companys Nominating and Compensation Committees is provided above under the sub-headings Nomination of Directors and Compensation. Please refer to the section entitled Audit Committee
Information in the Companys AIF for the year ended April 30, 2007 for the information required under NI 52-110 with respect to the Companys Audit Committee.

The Companys Environmental Committee is composed of Messrs. Myckatyn (Chair), Shrake and Petrina, a majority of whom are considered independent within the meaning contained in NI 52-110. The Environmental Committee has the responsibility for
reviewing the Companys environmental policy and for ensuring the Companys operations are operated in a manner consistent with the

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environmental policy and also for ensuring the Companys
operations are run in a manner that does not unduly expose its employees to
unnecessary risk of accident or death.

The Board has determined that, at this stage of the Company's
development, it is not necessary for the Board to have additional standing
committees other than the Audit Committee, the Compensation Committee, the
Nominating Committee, and the Environmental Committee. The Board may from time
to time appoint a special committee of one or more directors which committee may
engage an outside advisor at the Companys expense in order to assist the
committee in fulfilling its responsibilities.

Assessments

The Board annually, and at such other times as it deems
appropriate, reviews the performance and effectiveness of the Board, the
directors and its committees to determine whether changes in size, personnel or
responsibilities are warranted. To assist in its review, the Board conducts
informal surveys of its directors and receives reports from each committee
respecting its own effectiveness. As part of the assessments, the Board or the
individual committee may review their respective mandate or charter and conduct
reviews of applicable corporate policies.

Assessments are not regularly conducted; however, the Board
satisfies itself that the Board, its committees, and its individual directors
are performing effectively through frequent discussions between management and
individual Board members. There are also discussions between the independent
directors with resulting comments to the Board.

Shareholder Feedback and Concerns

The Company is dedicated to the maintenance of good shareholder
relations and attempts to deal with any expressed concerns of shareholders in an
effective and timely manner. The Company employs a Vice-President of Investor
Relations to monitor and promptly address shareholder concerns in an expeditious
and informal manner. If any material issues of concern arise the Board of
Directors is informed and provides direction for action as needed. The Company
has a Disclosure Policy which is followed and is available for review on the
Companys web site.

AUDIT COMMITTEE

The Companys Board of Directors has a separately designated
standing Audit Committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The Companys Audit Committee is comprised of Paul Sweeny
(Chair), David Fagin and Anthony Petrina all of whom, in the opinion of the
Companys Board of Directors, are independent (as determined under Rule 10A-3 of
the Exchange Act and the rules of the American Stock Exchange) and are
financially literate.

Audit Committee Financial Expert

Messrs. Sweeney and Fagin are financial experts, in that they
have an understanding of generally accepted accounting principles and financial
statements; are able to assess the general application of accounting principles
in connection with the accounting for estimates, accruals and reserves; have
experience preparing, auditing, analyzing or evaluating financial statements
that entail accounting issues of equal complexity to the Company's financial
statements (or actively supervising another person who did so); have an
understanding of internal controls and procedures for financial reporting and an
understanding of audit committee functions.

Mr. Sweeney is a Certified General Accountant with the
Association of Certified General Accountants of British Columbia since 1988. Mr.
Sweeney has a solid background in accounting and financial management starting
his accounting career in 1972. From 1987 to 1993 he worked with Placer Dome Inc.
as Chief Financial Officer (1987-1989) of an Australian subsidiary operating
five mines in Australia and Papua New Guinea. Mr. Sweeney was responsible for
all accounting, financial and marketing requirements; then Assistant Treasurer
(1989-1991) at Vancouver head office where he was responsible for the review of
financial needs for all members of the Placer Dome group worldwide risk
management and debt administration; and director, development planning
(1991-1993) where he was responsible for the development of plans relating to
the existing assets and cash flow by the group worldwide. Since 1994, Mr.
Sweeney has served as the Chief Financial Officer of several public companies
including Princeton Mining Corporation, Sutton Resources Ltd., Manhattan
Minerals Corp. and Canico Resource Corp. where he was responsible for all
finance, accounting and taxation matters.

Mr. Fagin does not have an accounting designation; instead his
expertise is derived from his high level involvement in the financial matters of
public corporations almost continuously for at least 35 years. Mr. Fagin was
involved in the valuation of oil and gas companies for ten years both as a
consultant and a bank appraisal engineer (1958-68); President of a subsidiary of
Rosario Resources Corporation, a NYSE company (1968-75) and then Executive
Vice-President (1975-77) then President (1977-82) during which period he was
intimately involved in financial and accounting matters. In 1982, he founded
Fagin Exploration Company and worked closely with an accountant and auditors to
maintain the records. From 1986 to 1991, Mr. Fagin was the President and Chief
Operating Officer for Homestake Mining Corporation (NYSE), responsible for
producing operations in six countries and was involved in decisions for
corporate financial reporting. Between 1992 and 1996, Mr. Fagin was Executive
Chairman of Golden Star Resources (ASE and TSE)

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and managed all administrative matters including annual
reports, audits and registration in Canada and the U.S. Since 1987, Mr. Fagin
has served on Boards and Audit Committees of several public companies including
T. Rowe Price Mutual Funds, Golden Star, Canyon Resource Corporation, Dayton
Mining Corp. and the Company, where he was either Chairman or a member of each
audit committee.

The third member of the Company's Audit Committee, Anthony
Petrina, is financially literate in that he has the ability to read and
understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can reasonably be expected to be raised by the
Company's financial statements. Mr. Petrina worked for Placer Dome for 32 years,
serving as President, Chief Executive Officer and Vice-Chairman, until his
retirement in 1992. Mr. Petrina has been a director of several other mining
companies since his retirement to date.

The members of the Audit Committee do not have fixed terms and
are appointed and replaced from time to time by resolution of the board of
directors.

The Audit Committee meets with the President and Chief
Executive Officer and the Chief Financial Officer of the Company and the
Companys independent auditors to review and inquire into matters affecting
financial reporting, the system of internal accounting and financial controls,
as well as audit procedures and audit plans. The Audit Committee also recommends
to the Board of Directors the auditors to be appointed. In addition, the
Committee reviews and recommends to the board of directors for approval the
annual financial statements, the Management Discussion and Analysis, and
undertakes other activities required by regulatory authorities.

Audit Committee Charter

The Companys Audit Committee Charter is available on the
Companys website at www.pacrim-mining.comor
in print to any shareholder who provides the Company with a written request.

PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT
AUDITORS

During the year ended April 30, 2007, Staley Okada &
Partners entered into a transaction with PricewaterhouseCoopers LLP under which
certain assets of Staley, Okada & Partners were sold to
PricewaterhouseCoopers LLP and a number of professional staff and partners of
Staley, Okada, & Partners joined PricewaterhouseCoopers LLP either as
employees or partners of PricewaterhouseCoopers LLP and will carry on practicing
as members of PricewaterhouseCoopers LLP. The directors subsequently appointed
PricewaterhouseCoopers LLP as the Companys auditors for the year ending April
30, 2007.

Staley, Okada & Partners, Chartered Accountants acted as
the Company's independent auditor for the fiscal year ended April 30, 2006 and
PricewaterhouseCoopers acted at the Companys independent auditor for the fiscal
year ended April 30, 2007. The chart below sets forth the total amount billed to
the Company by Staley, Okada & Partners and PricewaterhouseCoopers for
services performed in the last two fiscal years and breaks down these amounts by
category of service (for audit fees, audit-related fees, tax fees and all other
fees) in Canadian dollars:

External Auditor Service Fees (By Category), (in Canadian
Dollars)

Financial Year Ended
    Audit Fees(1)
    Audit Related
      Fees(2)
    Tax Fees(3)
    All Other Fees(4)April 30, 2007
    Cdn.$96,222
    Cdn.$39,443
    Cdn$7,200
    $NilApril 30, 2006
    Cdn.$78,602
    Cdn.$37,932
    Cdn.$22,595
    $Nil


|(1) | The aggregate audit fees billed.                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The aggregate fees billed for assurance and related
      services that are reasonably related to the performance of the audit or
      review of the Companys financial statements, which are not included under
      the heading "Audit Fees"..
|(3) | The aggregate fees billed for professional services
      rendered for tax compliance, tax advice and tax planning.                                                                                                                                
|(4) | The aggregate fees billed for products and services other
      than as set out under the heading "Audit Fees", "Audit Related Fees" and
      "Tax Fees".                                                                                         

"Audit Fees" are the aggregate fees billed by each Staley,
Okada & Partners and PricewaterhouseCoopers for the audit of the Companys
consolidated annual financial statements and attestation services that are
provided in connection with statutory and regulatory filings or engagements.

"Audit-Related Fees" are the fees billed by each Staley, Okada
& Partners and PricewaterhouseCoopers for assurance and related services
that are reasonably related to the performance of the audit or review of the
Companys financial statements and are not reported under "Audit Fees." This
category comprises fees billed for independent accountant review of the interim
financial statements and Management Discussion and Analysis, as well as advisory
services associated with the Companys financial reporting.

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"Tax Fees" are the fees billed for professional services
rendered by each Staley, Okada & Partners and PricewaterhouseCoopers for tax
compliance, tax advice on actual or contemplated transactions.

Fees disclosed under the category "All Other Fees" are related
to quarterly reviews.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS

The Audit Committee nominates and engages the independent
auditors to audit the financial statements, and approves all audit,
audit-related services, tax services and other services provided by
PricewaterhouseCoopers LLP. Any services provided by PricewaterhouseCoopers LLP
that are not specifically included within the scope of the audit must be
pre-approved by the audit committee prior to any engagement. The Audit Committee
is permitted to approve certain fees for audit-related services, tax services
and other services pursuant to a de minimusexception before the
completion of the engagement.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing
arrangements or relationships with unconsolidated special purpose entities.

CODE OF ETHICS

The Board has adopted a written Code of Conduct by which it and
all officers and employees of the Company abide. In addition, the Board, through
its meetings with management and other informal discussions with management,
encourages a culture of ethical business conduct and believes the Company's high
caliber management team promotes a culture of ethical business conduct
throughout the Company's operations and is expected to monitor the activities of
the Companys employees, consultants and agents in that regard. The Board
encourages any concerns regarding ethical conduct in respect of the Companys
operations to be raised, on an anonymous basis, with the President and CEO, the
Chairman, or another Board member as appropriate.

It is a requirement of applicable corporate law that directors
and senior officers who have an interest in a transaction or agreement with the
Company promptly disclose that interest at any meeting of the Board at which the
transaction or agreement will be discussed and, in the case of directors,
abstain from discussions and voting in respect to same if the interest is
material. These requirements are also contained in the Company's Articles, which
are made available to the directors and senior officers of the Company.

All amendments to the code, and all waivers of the code with
respect to any of the officers covered by it, will be posted on the Companys
website, submitted on Form 6-K and provided in print to any shareholder who
requests them. The Companys Code of Conduct and Ethic is located on its website
at www.pacrim-mining.com.

CONTRACTUAL OBLIGATIONS

The information provided under the heading Managements
Discussion and Analysis  Contractual Obligations  contained in Exhibit
3 as filed with this annual report on Form 40-F contains the Companys
disclosure of contractual obligations and is incorporated by reference herein.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Registrant sent during the year ended April 30, 2007 concerning any
equity security subject to a blackout period under Rule 101 of Regulation
BTR.

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AMEX CORPORATE GOVERNANCE

The Companys common shares are listed on AMEX. Section 110 of
the AMEX Company Guide permits AMEX to consider the laws, customs and practices
of foreign issuers in relaxing certain AMEX listing criteria, and to grant
exemptions from AMEX listing criteria based on these considerations. A company
seeking relief under these provisions is required to provide written
certification from independent local counsel that the non-complying practice is
not prohibited by home country law. A description of the significant ways in
which the Companys governance practices differ from those followed by domestic
companies pursuant to AMEX standards is as follows: Shareholder Meeting
Quorum Requirement: The AMEX minimum quorum requirement for a shareholder
meeting is one-third of the outstanding shares of common stock. In addition, a
company listed on AMEX is required to state its quorum requirement in its
bylaws. The Companys quorum requirement is set forth in its Memorandum and
Articles. A quorum for a meeting of members of the Company is two persons who
are, or who represent by proxy, shareholders who, in the aggregate, hold at
least 5% of the shares entitled to be voted at the meeting.

Proxy Delivery Requirement: AMEX requires the
solicitation of proxies and delivery of proxy statements for all shareholder
meetings, and requires that these proxies shall be solicited pursuant to a proxy
statement that conforms to SEC proxy rules. The Company is a foreign private
issuer as defined in Rule 3b-4 under the Exchange Act, and the equity
securities of the Company are accordingly exempt from the proxy rules set forth
in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company
solicits proxies in accordance with applicable rules and regulations in
Canada.

The foregoing are consistent with the laws, customs and
practices in Canada.

In addition, we may from time-to-time seek relief from AMEX
corporate governance requirements on specific transactions under Section 110 of
the AMEX Company Guide by providing written certification from independent local
counsel that the non-complying practice is not prohibited by our home country
law, in which case, we shall make the disclosure of such transactions available
on our website at www.pacrim-mining.com. Information contained on our website is
not part of this annual report.

UNDERTAKING

The Company undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X with respect to the class of securities in
relation to which the obligation to file the Form 40-F arises.

EXHIBITS

|1. | Annual Information
      Form of the Company for the year ended April 30, 2007                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                    
|2. | The following
      audited consolidated financial statements of the Company, are exhibits to
      and form a part of this Report:
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|3. | Managements Discussion and Analysis                                                                                               

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|CERTIFICATIONS
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SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

| | PACIFIC RIM MINING
      CORP.
| | ------------------------------
| |                               
| |                               
| | By:                           
| | Name:                         
| | Title:                        

Date: July 20, 2007

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