MRRS - Section 83 of the Ontario Securities Act - Reporting issuer that is a wholly ownedsubsidiary deemed to have ceased to be a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., s.83.
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
PANGEA GOLDFIELDS INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Ontario and Quebec (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")that the Corporation be deemed to have ceased to be a reporting issuer or the equivalentthereof under the Legislation;
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 WHEREAS the Corporation has 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"). The authorized capital of theCorporation consists of an unlimited number of common shares, of which 24, 844,495 are issued and outstanding.
2. The head office of the Corporation is in the city of Toronto in the Province of Ontario.
3. The Corporation is a reporting issuer, or the equivalent thereof, under theLegislation.
The Corporation is not in default of any of its obligations as a reporting issuer, or theequivalent thereof, under the Legislation.
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. On August 31, 2000, the Offeror acquired, pursuant to the compulsory acquisitionprovisions of section 188 of the OBCA, all outstanding Common Shares which werenot already owned by the Offeror or its affiliates and which were not acquired by theOfferor under the Offer.
7. As of August 31, 2000, the Offeror and its parent, Barrick Gold Corporation, are theonly securityholders of the Corporation. There are no securities, including debtsecurities, currently issued and outstanding other than the Common Shares and onemillion warrants exercisable into Common Shares on a one for one basis. Thewarrants are also held by Barrick Gold Corporation.
8. The Corporation does not intend to seek public financing by way of an offering ofsecurities.
AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker;
AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;
THE DECISION OF THE DECISION MAKERS UNDER THE LEGISLATION IS thatthe Corporation is deemed to have ceased to be a reporting issuer or the equivalent thereofunder the Legislation.
September 27th, 2000.