Securities Law & Instruments

Headnote

MRRS - issuer must prepare an information circularin connection with its acquisition by another gold issuer -circular must contain prospectus level disclosure regardingacquiror company issuing securities - target issuer able torely upon grand-fathering provision in ss. 4.2(1)2 for its owntechnical disclosure in a short-form prospectus - aquiror alsoeligible to complete their own short-form offerings in relianceupon grand-fathering provisions contained in ss. 4.2(1) 2- nonew material technical information to be disclosed - targetissuer preparing information circular in connection with transactionexempt from requirement to file a technical report in connectionwith technical disclosure contained in the information circular.

Rules Cited

National Instrument 43-101 - Standards of Disclosurefor Mineral Projects, ss. 4.2(1)2, 4.2(1)3, and 9.1(1).

OSC Rule 54-501 - Prospectus Disclosure, s.2.1.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARDISLAND,

NEWFOUNDLAND AND LABRADOR,

YUKON, NORTHWEST TERRITORIESAND NUNAVUT

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

REPADRE CAPITAL CORPORATION

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker", andcollectively, the "Decision Makers") in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec,New Brunswick, Nova Scotia, Prince Edward Island, Newfoundlandand Labrador, Yukon, Northwest Territories and Nunavut (collectivelythe "Jurisdictions") has received an application (the"Application") from Repadre Capital Corporation (the"Filer") for a decision under section 9.1 of NationalInstrument 43-101 Standards of Disclosure for Mineral Projects("NI 43-101") that the Filer is exempt from the requirementscontained in paragraphs 2.2(a) and 4.2(1)3 of NI 43-101 in connectionwith a management information circular;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),Ontario is the principal jurisdiction for this application;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. The Filer was incorporated under the lawsof British Columbia in 1981, continued under the OBCA in 1990and amalgamated with Golden Knight Resources Inc. ("GoldenKnight") and Mutual Resources Inc. under the OBCA effectiveJanuary 1, 2000. The Filer's registered and principal executiveoffices are located in Toronto, Ontario.

2. The Filer is a reporting issuer in eachof the Jurisdictions and is eligible to file a prospectusin the form of a short form prospectus under National Instrument44-101 - Short Form Prospectus Distributions ("NI 44-101").

3. The authorized share capital of the Filerconsists of an unlimited number of preference shares, issuablein series, and an unlimited number of common shares ("RepadreShares"), of which, as at October 28, 2002, nil preferenceshares and 39,306,870 Repadre Shares were issued and outstanding.

4. The Repadre Shares are listed and postedfor trading on the Toronto Stock Exchange (the "TSX").

5. The Filer's business consists of:

(a) an indirect 18.9% interest, throughGold Fields Ghana Limited ("GFGL"), in the TarkwaGold Mine, acquired in 1999 (in connection with the acquisitionby the Filer of Golden Knight) and located in Ghana;

(b) an indirect 18.9% interest, throughAbosso Goldfields Limited ("Abosso"), in the DamangGold Mine, acquired in January 2002 and located immediatelyto the north of the Tarkwa Gold Mine in Ghana; and

(c) a portfolio of active and inactive royaltieson natural resource properties in a number of countriesaround the world.

The remaining interests in each of GFGL andAbosso are held by Gold Fields Limited ("Gold Fields")as to 71.1% and the Government of Ghana as to 10%.

6. Gold Fields is a major international goldmining company having its ordinary shares listed on the JohannesburgStock Exchange and its American Depositary Receipts ("ADR"s)listed on the New York Stock Exchange (the "NYSE").GFGL is the operator of the Tarkwa Gold Mine and Abosso isthe operator of the Damang Gold Mine. Gold Fields is alsopaid an annual fee to operate the Tarkwa Gold Mine and theDamang Gold Mine.

7. The acquisition of the Filer's interestin the Tarkwa Gold Mine predated the effective date of NI43-101 (February 1, 2001).

8. The acquisition of the Damang Gold Mineconstituted a significant acquisition (as defined in NI 44-101)by the Filer and, accordingly, a technical report dated March2002 entitled "An Independent Technical Report on theDamang Gold Mine, Ghana" (the "Damang Report")was prepared in compliance with NI 43-101 and filed in theJurisdictions.

9. The Filer has agreed, subject to certainterms and conditions, to carry out a business combination(the "Transaction") with IAMGOLD Corporation ("IAMGOLD").The Transaction is proposed to be effected by way of a planof arrangement (the "Arrangement") under the BusinessCorporations Act (Ontario). Pursuant to the Arrangement,the Filer will amalgamate with a newly incorporated wholly-ownedsubsidiary of IAMGOLD, each Repadre Share will be exchangedfor 1.6 common shares of IAMGOLD ("IAMGOLD Shares")and the amalgamated corporation will be a wholly-owned subsidiaryof IAMGOLD.

10. IAMGOLD was incorporated under the CanadaBusiness Corporations Act on March 27, 1990. On April11, 2000 IAMGOLD amalgamated with a wholly-owned subsidiary,with the continuing company being identical in all respectsto the pre-amalgamation IAMGOLD Corporation. IAMGOLD's registeredand principal executive offices are located in Markham, Ontario.

11. IAMGOLD is a reporting issuer in eachof the Jurisdictions and is eligible to file a prospectusin the form of a short form prospectus under NI 44-101.

12. The authorized share capital of IAMGOLDconsists of an unlimited number of first preference shares,issuable in series, an unlimited number of second preferenceshares, issuable in series, and an unlimited number of IAMGOLDShares, of which, as at October 28, 2002, nil first preferenceshares, nil second preference shares and 78,555,723 IAMGOLDShares were issued and outstanding.

13. The IAMGOLD Shares are listed and postedfor trading on the TSX and on the American Stock Exchange.

14. IAMGOLD's business consists of:

(a) an indirect 38% interest, through LaSociete d'Exploitation des Mines d'Or de Sadiola S.A. ("SEMOS"),in the Sadiola Gold Mine located in Mali;

(b) an indirect 40% interest, through YatelaExploitation Company Limited ("Yatela"), in theYatela Gold Mine located in Mali immediately to the northof the Sadiola Gold Mine; and

(c) exploration properties located in Westand South Africa and in South America.

The remaining interests in SEMOS are ownedby AngloGold Ltd. ("AngloGold") as to 38%, the Governmentof Mali as to 18% and International Finance Corporation (amember of the World Bank Group) as to 6%. The remaining interestsin Yatela are owned indirectly by AngloGold as to 40% andthe Government of Mali as to 20%.

15. A wholly-owned subsidiary of AngloGoldis the operator of both the Sadiola Gold Mine and the YatelaGold Mine. AngloGold is a major international gold miningcompany having its ordinary shares listed on a number of internationalstock exchanges and its ADRs listed on the NYSE.

16. The acquisition of IAMGOLD's interestsin the Sadiola Gold Mine and the Yatela Gold Mine occurredprior to the effective date of NI 43-101.

17. On or about December 5, 2002, applicationwill be made to the Superior Court of Justice (Ontario) (the"Court") for an interim order (the "InterimOrder") relating to a special meeting (the "RepadreMeeting") of the holders of the Repadre Shares (the "RepadreShareholders") to be held for the purpose of obtainingapproval of the Arrangement. It is expected that the InterimOrder will provide that such approval will require the favourablevotes of two-thirds of the Repadre Shares voted at the RepadreMeeting. The Repadre Meeting is scheduled to be held on January6, 2003. At the Repadre Meeting, each holder of Repadre Shareswill be entitled to one vote for each Repadre Share held.

18. In connection with the Repadre Meeting,the Filer is preparing a management information circular (the"Repadre Circular") to be mailed to Repadre Shareholdersas soon as possible after the Interim Order is obtained.

19. Pursuant to the securities legislationof the Jurisdictions, the Repadre Circular must include disclosurethat would be required in a prospectus as if the Circularwere a prospectus of IAMGOLD.

20. The Circular will include informationderived from documents filed by each of the Filer and IAMGOLDwith securities regulators in Canada. The Circular may alsoincorporate by reference documents filed by IAMGOLD.

21. NI 43-101 requires an issuer to file acurrent technical report to support material information containedin a short form prospectus or an annual information form,describing mineral projects on a property material to theissuer unless the information was contained in a disclosuredocument filed before February 1, 2001.

22. NI 43-101 also requires a current technicalreport to be filed by an issuer to support information inan information circular concerning the acquisition of a materialproperty.

23. Material information concerning the TarkwaGold Mine is contained in disclosure documents filed beforeFebruary 1, 2001 and material information concerning the DamangGold Mine (together with the Tarkwa Gold Mine, the "RepadreMining Properties") is contained in the Damang Report.

24. Since February 1, 2001, no new materialinformation exists concerning the Tarkwa Gold Mine which wouldrequire the filing of a current technical report under NI43-101. Since the Damang Report, no new material informationexists concerning the Damang Gold Mine.

25. The information the Filer proposes toinclude in the Repadre Circular regarding the reserves andresources on the Repadre Mining Properties has been preparedby qualified persons in accordance with the South AfricanCode for Reporting Mineral Resources and Reserves (the "SAMRECCode"). The SAMREC Code sets out minimum standards, recommendationsand guidelines for public reporting of mineral resources andreserves in South Africa. The SAMREC Code is modelled on theJORC Code (as defined in NI 43-101). The disclosure in theRepadre Circular will include a statement that the reservesand resources on the Repadre Mining Properties would not bematerially different if they were reported in accordance withthe categories required by paragraph 2.2(a) of NI 43-101.

26. Material information concerning the SadiolaGold Mine and the Yatela Gold Mine (collectively the "IAMGOLDMining Properties") is contained in disclosure documentsfiled before February 1, 2001. The information regarding thereserves and resources with respect to the IAMGOLD MiningProperties has been prepared or reviewed by qualified personsin accordance with the JORC Code and has been reconciled toCIM definitions as required by Part 7 of NI 43-101.

27. The Filer has been advised by IAMGOLDthat, since February 1, 2001, no new material informationexists concerning the IAMGOLD Mining Properties which wouldrequire the filing of a technical report pursuant to NI 43-101.

AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the securities legislationof the Jurisdictions that provides the Decision Maker with thejurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuantto subsection 9.1(1) of NI 43-101 is that the Filer is exemptfrom:

(a) paragraph 2.2(a) in connection withthe disclosure in the Repadre Circular of reserves and resourceson the Repadre Mining Properties prepared in accordancewith the SAMREC Code; and

(b) paragraph 4.2(1)3 in connection withthe information about the Repadre Mining Properties andthe IAMGOLD Mining Properties contained or incorporatedby reference in the Repadre Circular.

December 9, 2002.

"Iva Vranic"