Cadence Energy Inc. and Barrick Gold Corporation

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Parent company to acquire all the common shares of the Filer. Filer applying for relief so that it would have the same continuous disclosure relief had it been eligible to use the "credit support issuer" exemption in section 13.4 of National Instrument 51-102 Continuous Disclosure Obligations, which is not available for use since the Filer will have outstanding warrants after parent company acquires all the common shares of the Filer. Warrants will be exercisable for redeemable preferred shares of the Filer, which will automatically be redeemed for cash. Parent company to guarantee Filer's payment of the redemption price of the preferred shares. Filer obtaining relief from continuous disclosure requirements, certification requirements, audit committee requirements, corporate governance disclosure requirements, insider reporting requirements and SEDI requirements, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107, 121(2).

National Instrument 51-102 Continuous Disclosure Requirements, ss. 13.1, 13.4.

Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 4.5.

Multilateral Instrument 52-110 Audit Committees, s. 8.1.

National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1.

National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.

Citation: Barrick Gold Corporation, Re, 2008 ABASC 596

October 29, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CADENCE ENERGY INC. (CADENCE)

AND

BARRICK GOLD CORPORATION

(BARRICK AND, TOGETHER WITH CADENCE,

THE FILERS)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) that Cadence or its insiders, as the case may be, be exempt from each of the following requirements:

(a) National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) (the Continuous Disclosure Relief);

(b) Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Certification Relief);

(c) Multilateral Instrument 52-110 -- Audit Committees (the Audit Committee Relief); and

(d) the insider reporting requirements and requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (the Insider Reporting Relief); and

(e) National Instrument 58-101 Disclosure of Corporate Governance Practices (the Corporate Governance Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filers have provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the provinces of British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

The decision is based on the following facts represented by the Filers:

1. Barrick is a corporation existing under the Business Corporations Act (Ontario).

2. Barrick is a reporting issuer in each of the provinces and territories of Canada and is not on the lists of defaulting reporting issuers maintained pursuant to the legislation of any such jurisdiction.

3. Cadence is a corporation existing under the Business Corporations Act (Alberta) (the ABCA).

4. Cadence is a reporting issuer in each of the provinces of Canada and is not on the lists of defaulting reporting issuers maintained pursuant to the legislation of any such jurisdiction.

5. Currently, Cadence's issued and outstanding securities are:

(a) common shares (Cadence Shares);

(b) 4.75% convertible unsecured subordinated debentures due June 30, 2012 (the Convertible Debentures); and

(c) two classes of warrants originally issued by Chamaelo Exploration Ltd., a wholly-owned subsidiary of Cadence, comprised of warrants to acquire Cadence Shares at an exercise price of $4.12 per Cadence Share expiring on May 26, 2009 (the 2009 Warrants) and warrants to acquire Cadence Shares an exercise price of $11.37 per Cadence Share expiring on June 21, 2010 (the 2010 Warrants and, collectively with the 2009 Warrants, the Warrants).

6. On July 30, 2008, Barrick, through its wholly-owned subsidiary, Cadence Acquisition Inc. (the Offeror), made an offer to acquire all of the issued and outstanding Cadence Shares (the Offer). On September 4, 2008, the Offeror took up Cadence Shares representing approximately 96.6% of the issued and outstanding Cadence Shares.

7. Barrick intends to acquire any issued and outstanding Cadence Shares not tendered to the Offer pursuant to an amalgamation in which Cadence and an affiliate of the Offeror will be amalgamated under the ABCA (the Subsequent Acquisition Transaction).

8. Upon completion of the Subsequent Acquisition Transaction, the Cadence Shares, with the exception of those held by the Offeror and those held by dissenting shareholders, will be converted into preferred shares of the post-amalgamation company (also referred to as Cadence in this Decision) that are automatically redeemable for a redemption price of $6.75 per share on the first business day after issuance (the Redeemable Preferred Shares). As a result of this automatic redemption feature, each Redeemable Preferred Share will effectively be the equivalent of $6.75 cash, the same consideration offered in the Offer.

9. From and after the completion of the Subsequent Acquisition Transaction and the automatic redemption of the Redeemable Preferred Shares (to occur one business day after issuance), Cadence will have issued and outstanding the following securities:

(a) Cadence Shares, of which Barrick (or an affiliate of Barrick) will be the sole holder;

(b) the Convertible Debentures;

(c) the 2009 Warrants, which will be exercisable (as a result of the Subsequent Acquisition Transaction) for Redeemable Preferred Shares at an exercise price of $4.12 per share (which will be automatically redeemed one business day after any issuance thereof for $6.75 in cash);

(d) the 2010 Warrants, which will be exercisable (as a result of the Subsequent Acquisition Transaction) for Redeemable Preferred Shares at an exercise price of $11.37 per share (which will be automatically redeemed one business day after any issuance thereof for $6.75 in cash); and

(e) from time to time, Redeemable Preferred Shares that will be automatically redeemed for $6.75 in cash one business day after their issuance, in accordance with their terms.

10. Barrick has fully and unconditionally guaranteed (the Barrick Debenture Guarantee) all of Cadence's payment obligations under the indenture governing the Convertible Debentures dated June 25, 2007 (the Debenture Indenture) by entering into a supplemental indenture with the trustee under the Debenture Indenture. The Barrick Debenture Guarantee entitles the holders of the Convertible Debentures to receive payment from Barrick within 15 days of any failure by Cadence to make a payment.

11. The Convertible Debentures are "designated credit support securities", as defined in Section 13.4(1) of NI 51-102.

12. Barrick has fully and unconditionally guaranteed all of Cadence's obligations to pay the redemption price of the Redeemable Preferred Shares to any holder of Warrants that acquires Redeemable Preferred Shares in accordance with the terms of the Subsequent Acquisition Transaction or the applicable Warrant, as the case may be, pursuant to a guarantee dated as of October 21, 2008 (the Barrick Warrant Guarantee). The Barrick Warrant Guarantee entitles the holders of the Warrants to receive payment from Barrick within 15 days of any failure by Cadence to pay the redemption price of the Redeemable Preferred Shares in accordance with the terms thereof.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

Continuous Disclosure Relief

The decision of the Decision Makers under the Legislation is that the Continuous Disclosure Relief is granted effective from and after the effective date of the Subsequent Acquisition Transaction, provided that:

(a) the Filers continue to satisfy all the conditions set forth in subsection 13.4(2) of NI 51-102, other than paragraph 13.4(2)(c);

(b) Cadence does not issue any securities other than:

(i) designated credit support securities (as such term is defined in NI 51-102) for which Barrick has provided a full and unconditional guarantee;

(ii) securities issued to and held by Barrick or an affiliate of Barrick;

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches or credit unions, financial services cooperatives, insurance companies or other financial institutions;

(iv) securities issued under the exemptions from the registration requirement and prospectus requirement in Section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions; and

(v) Redeemable Preferred Shares;

(c) Cadence does not have any securities outstanding other than:

(i) designated credit support securities (as such term is defined in NI 51-102) for which Barrick has provided a full and unconditional guarantee;

(ii) securities issued to and held by Barrick or an affiliate of Barrick;

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches or credit unions, financial services cooperatives, insurance companies or other financial institutions;

(iv) securities issued under the exemptions from the registration requirement and prospectus requirement in Section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions;

(v) the Warrants; and

(vi) Redeemable Preferred Shares;

(d) under the Barrick Debenture Guarantee, Barrick continues to provide a full and unconditional guarantee of the payments to be made by Cadence that results in the holders of the Convertible Debentures being entitled to receive payment from Cadence within 15 days of any failure by Cadence to make a payment;

(e) under the Barrick Warrant Guarantee, Barrick continues to provide a full and unconditional guarantee of the payments of the redemption price of the Redeemable Preferred Shares that results in the holders of the Warrants being entitled to receive payment from Barrick within 15 days of any failure by Cadence to make any such payment; and

(f) Cadence files on SEDAR in electronic format copies of all documents that Barrick is required to file under the Legislation at the same time or as soon as practicable after such documents are filed by Barrick on SEDAR.

Certification Relief

The further decision of the Decision Makers under the Legislation is that the Certification Relief is granted provided that the Filers continue to satisfy the conditions of the Continuous Disclosure Relief, above.

Audit Committee Relief

The further decision of the Decision Makers under the Legislation is that the Audit Committee Relief is granted provided that the Filers continue to satisfy the conditions of the Continuous Disclosure Relief, above.

Corporate Governance Relief

The further decision of the Decision Makers under the Legislation is that the Corporate Governance Relief is granted provided that the Filers continue to satisfy the conditions of the Continuous Disclosure Relief, above.

Insider Reporting Relief

The further decision of the Decision Makers under the Legislation is that the Insider Reporting Relief is granted, provided that:

(a) (i) if the insider is not Barrick, the insider does not receive, in the ordinary course, information as to material facts or material changes concerning Cadence before the material facts or material changes are generally disclosed, and (ii) the insider is not an insider of Barrick in any capacity other than by virtue of being an insider of Cadence; and

(b) if the insider is Barrick, Barrick does not beneficially own any designated credit support securities of Cadence.