Securities Law & Instruments

Headnote

Section 80(b)(iii) - MRRS relief granted to provide 30 day extension of deadline to fileinterim financial statements due one day after expiry of 20 day notice period forcompulsory acquisitions under the Ontario Business Corporations Act.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss.80(b)(iii).


IN THE MATTER OF THE SECURITIES LEGISLATION OFBRITISH COLUMBIA, ALBERTA, ONTARIO, QUEBEC AND MANITOBA

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
PANGEA GOLDFIELDS INC.

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Ontario, Quebec and Manitoba (collectively,the "Jurisdictions") has received an application of Pangea Goldfields Inc. (the"Corporation") for a decision pursuant to the securities legislation of the Jurisdictions (the"Legislation") extending the time provided by the Legislation for the filing and mailing ofthe Corporation's interim financial statements for its second quarter ended June 30, 2000from August 29, 2000 to September 28, 2000.

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System), the Ontario Securities Commission is the principalregulator for this application.

AND UPON the Corporation having represented to the Decision Makers as follows:

1. The Corporation was incorporated on June 3, 1985 under the provisions of theBusiness Corporations Act (Ontario) (the "OBCA").

2. The head office of the Corporation is in the city of Toronto in the Province ofOntario.

3. The Corporation is a reporting issuer, or the equivalent thereof, under theLegislation.

4. No securities of the Corporation are listed or posted for trading on any stockexchange.

5. On July 6, 2000, PGI Acquisition Inc. (the "Offeror"), a wholly-owned subsidiary ofBarrick Gold Corporation, made an offer (the "Offer") to acquire all the issued andoutstanding common shares ("Common Shares") of the Corporation and on July 28,2000 acquired in excess of 93% of such Common Shares.

6. The Offeror intends to acquire, pursuant to the provisions of section 188 of theOBCA, all outstanding Common Shares which were not acquired by the Offerorunder the Offer (the "Compulsory Acquisition"). The Offeror's notice of compulsoryacquisition was mailed on August 1, 2000 to all "dissenting offerees" (as that termis defined in clause 187(2)(a) of the OBCA) and, pursuant to section 188(2) of theOBCA, provided each dissenting offeree with the option of:

(a) transferring such holder's Common Shares to the Offeror for a purchaseprice of $7.00 cash per Common Share; or

 

(b) demanding payment of the fair value of such holder's Common Shares asdetermined by the Ontario Superior Court of Justice (the "Court"), inaccordance with section 188 of the OBCA by so notifying the Offeror within20 days after receipt (or deemed receipt) of such notice of compulsoryacquisition.

7. Pursuant to sections 188 and 262 of the OBCA:

(a) the Offeror has paid to the Corporation the sum of $7.00 for each CommonShare held by the dissenting offerees to be held in trust by the Corporationfor such holders;

(b) the dissenting offerees will be deemed to have received the Offeror's noticeof compulsory acquisition on August 8, 2000;

(c) any dissenting offeree wishing to demand the payment of the fair value ofsuch holder's Common Shares must so notify the Offeror on or beforeAugust 28, 2000 (being twenty days after deemed receipt of the Offeror'snotice of compulsory acquisition); and

(d) the Offeror will be deemed to have acquired all Common Shares held by thedissenting offerees on August 31, 2000 (being the thirtieth day after mailingof the Offeror's notice of compulsory acquisition) unless a dissenting offereewho has demanded the payment of the fair value of such holders' CommonShares has applied to the Court on or before August 28, 2000 for an orderrequiring the Offeror to provide security for its obligation to pay such fairvalue, in which case such Common Shares will be deemed to have beenacquired by the Offeror upon compliance with any order so issued.

8. It is expected that the Offeror will become the sole shareholder of the Corporationon August 31, 2000 pursuant to the Compulsory Acquisition.

9. Absent the issuance of this decision, the Corporation would be required to file andsend to shareholders interim financial statements for its second quarter ended June30, 2000 on or before August 29, 2000.

10. Assuming completion of the Compulsory Acquisition, the issuance of this decisionwill allow the Corporation to apply for orders deeming it to have ceased to be areporting issuer in each of the Jurisdictions on or before the extended date onwhich it would be required to file and send to shareholders such interim financialstatements.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker;

 

AND WHEREAS the Decision Makers are satisfied that the test contained in theLegislation that provides the Decision Makers with the Jurisdiction to make the Decisionhas been met;

THE DECISION OF THE DECISION MAKERS under the Legislation is that therequirement contained in the Legislation to file and mail the Corporation's interim financialstatements for its second quarter ended June 30, 2000 by August 29, 2000 shall beextended to September 28, 2000.

August 30th, 2000.

"Howard I. Wetston"       "R. Stephen Paddon"