Placer Dome Inc. and Barrick Gold Corporation - s. 4.5 of MI 52-109 and s. 6.1 of the Fee Rule

Order

Headnote

MRRS -- issuer is wholly-owned subsidiary of reporting issuer and only has guaranteed subordinated debt outstanding -- issuer exempt from certification requirements, subject to conditions -- issuer also exempt from paying participation fee, subject to conditions.

Applicable Legislative Provisions

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

Ontario Securities Commission Rule 13-502 Fees, s. 6.1.

IN THE MATTER OF

MULTILATERAL INSTRUMENT 52-109 --

CERTIFICATION OF DISCLOSURE IN

ISSUERS' ANNUAL AND INTERIM FILINGS

(MI 52-109)

AND

ONTARIO SECURITIES COMMISSION

RULE 13-502 -- FEES (the Fee Rule)

AND

IN THE MATTER OF

PLACER DOME INC. (PLACER DOME) AND

BARRICK GOLD CORPORATION

(BARRICK AND, TOGETHER, THE APPLICANTS)

 

EXEMPTION

(Section 4.5 of MI 52-109)

(Section 6.1 of the Fee Rule)

UPON the Director having received an application (the Application) from the Applicants seeking (i) a decision pursuant to section 4.5 of MI 52-109 exempting Placer Dome from the requirement in MI 52-109 to file annual and interim certifications (the Certification Requirements) and (ii) a decision pursuant to section 6.1 of the Fee Rule exempting Placer Dome from the requirement in section 2.2 of the Fee Rule to pay the annual corporate finance participation fee for the period during which Placer Dome is exempt from the application of National Instrument 51-102 -- Continuous Disclosure Obligations (the Continuous Disclosure Requirements);

AND UPON considering the Application and the recommendation of the staff of the Ontario Securities Commission;

AND UPON the Applicants having represented to the Director as follows:

1. Placer Dome is a corporation governed by the Canada Business Corporations Act. Placer Dome's head office is located in Vancouver, British Columbia.

2. Placer Dome is principally engaged in the exploration for, and the acquisition, development and operation of gold mineral properties.

3. Barrick Gold Corporation (Barrick) is a corporation governed by the Business Corporations Act (Ontario). Its head office is located in Toronto, Ontario.

4. Barrick is a leading international gold mining company, with a portfolio of operating mines and projects located in the United States, Canada, Australia, Peru, Chile, Argentina and Tanzania.

5. Placer Dome and Barrick are reporting issuers.

6. As a result of a take-over bid by Barrick for Placer Dome and subsequent compulsory acquisition, Placer Dome is now a direct wholly-owned subsidiary of Barrick.

7. Barrick intends to complete a transaction (the "Bump Transaction") in the second quarter of 2006 to obtain a "tax cost bump", which will increase the tax basis of certain of Placer Dome's assets.

8. As a result of the Bump Transaction, the assets and liabilities of Barrick and Placer Dome will be combined, and the combined company will be responsible for all of the obligations of Barrick and Placer Dome.

9. Placer Dome and Barrick have applied to the British Columbia Securities Commission and the Ontario Securities Commission under the mutual reliance review system for an exemption (the Continuous Disclosure Exemption) for Placer Dome from the application of National Instrument 51-102 -- Continuous Disclosure Obligations, subject to certain conditions.

10. Placer Dome has outstanding the following debt instruments that were issued by prospectus:

(a) US$200,000,000 principal amount of 6.375% Debentures due March 1, 2033, issued May 26, 2003;

(b) US$300,000,000 principal amount of 6.45% Exchange Debentures due October 15, 2035, issue April 14, 2004;

(c) US$230,000,000 principal amount of 2.75% Convertible Debentures due October 15, 2023, issued April 14, 2004 (US$230 million outstanding as of March 6, 2006);

(d) US$100,000,000 7.125% Notes due June 15, 2007 and US$100,000,000 7.75% Notes due June 15, 2015, issued June 16, 1995;

(e) US$100,000,000 8.5% junior subordinated debentures, Series B due December 31, 2045, issued December 17, 1996, with US$77,000,000 outstanding as of March 6, 2006; and

(f) medium-term notes, maturing between 2005 and 2026 with interest rates ranging from 6.6% to 8.1%, with US$94,500,000 outstanding as of March 6, 2006.

11. Placer Dome has no intention of accessing the capital of markets in the future by issuing any further securities to the public.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director, pursuant to section 4.5 of MI 52-109 that Placer Dome is exempt from the Certification Requirement, for so long as:

(a) Placer Dome obtains the relief contemplated by, and Barrick and Placer Dome are in compliance with, the requirements and conditions set out in the Continuous Disclosure Exemption;

(b) Placer Dome is not required to, and does not, file its own annual information form, annual financial statements, annual MD&A, interim financial statements and interim MD&A; and

(c) Placer Dome files with the Decision Makers, in electronic format under Placer Dome's SEDAR profile, either (i) copies of Barrick's annual certificates and interim certificates at the same time as Barrick is required under MI 52-109 to file such documents or (ii) a notice indicating that it is relying on Barrick's annual certificates and interim certificates and setting out where those documents can be found for viewing on SEDAR.

AND IT IS THE FURTHER DECISION of the Director, pursuant to section 6.1 of the Fee Rule that Placer Dome is exempt from the requirement in section 2.2 to pay an annual corporate finance participation fee, for so long as:

(a) Placer Dome obtains the relief contemplated by, and Barrick and Placer Dome are in compliance with, the requirements and conditions set out in the Continuous Disclosure Exemption;

(b) all of the equity securities of Placer Dome continue to be held beneficially, directly or indirectly, by Barrick;

(c) Barrick is a reporting issuer in Ontario;

(d) Barrick has paid its participation fee pursuant to section 2.2 of the Fee Rule;

(e) Placer Dome pays a final annual participation fee in the amount of $18,750, representing the participation fee that would otherwise be payable for fiscal year 2006 pro rated for the period during which Placer Dome was subject to the Continuous Disclosure Requirements, and files a Form 13-502F1 by March 31, 2006; and

(f) Placer Dome does not issue any further securities to the public.

DATED at Toronto, Ontario this 31st day of March, 2006.

"Erez Blumberger"
Assistant Manager, Corporate Finance
Ontario Securities Commission