Nord Gold N.V.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Filer making securities exchange take-over bid -- First trade of securities of the filer issued as consideration under the bid exempted from the prospectus requirement, subject to condition that the trade is not a control distribution -- Filer is a reporting issuer in one jurisdiction as a result of filing take-over bid circular and first trades of Filer's securities that take place in that jurisdiction are not subject to prospectus requirement -- Relief enables all securityholders who receive Filer's securities as consideration in the bid to also receive freely tradable securities.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74.

September 14, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

NORD GOLD N.V.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) for an exemption from the prospectus requirement (the First Trade Relief) in each of the Non-Reporting Issuer Jurisdictions (as defined below) as it relates to the first trade of global depositary receipts of the Filer (GDRs) to be distributed in connection with the Filer's proposed offer to acquire by way of take-over bid the issued and outstanding common shares (High River Shares) of High River Gold Mines Ltd. (High River) not already owned by the Filer and its affiliates in exchange for GDRs or cash, at the election of the tendering High River shareholders (the Offer), announced July 18, 2012.

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Yukon, Nunavut and the Northwest Territories (along with Ontario, the Non-Reporting Issuer Jurisdictions).

Interpretation

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

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer was established in 2007 as the gold producing division of JSC Severstal and is incorporated under the laws of The Netherlands pursuant to articles of association dated December 1, 2011; in early 2012, the Filer was spun-off from JSC Severstal and commenced trading as an independent public company via a listing of GDRs on the London Stock Exchange; the Filer's head office, principal place of business and legal address is Luna Arena, Herikerbergweg 238, 1101 CM Amsterdam Zuidoost, The Netherlands; the Filer is a gold producer, with operations in Burkina Faso, Guinea, Kazakhstan and Russia;

2. The Filer's share capital is comprised of 358,794,180 ordinary shares (Nord Shares); the GDRs represent interests in Nord Shares, with each GDR representing an interest in one Nord Share; the GDRs are listed on the London Stock Exchange; the GDRs are issued by Deutsche Bank Trust Company Americas (the Depositary) against the deposit of Nord Shares pursuant to two deposit agreements, in each case, dated January 16, 2012 and entered into between the Depositary and the Filer;

3. The Filer is not currently a reporting issuer under the securities legislation in any jurisdiction of Canada;

4. As a result of the Offer, and by virtue of the definitions of reporting issuer contained in securities legislation in Canadian jurisdictions, the Filer will become a reporting issuer (i) in Québec and Newfoundland and Labrador (the Reporting Issuer Jurisdictions) upon the filing of the securities exchange take-over bid circular (the Circular) and (ii) in British Columbia, Saskatchewan and Manitoba (the Take Up and Pay Jurisdictions) upon first taking up and paying for High River Shares under the Offer; the Filer will not become a reporting issuer in the remaining Non-Reporting Issuer Jurisdictions as a result of filing the Circular or any subsequent take-up of and payment for High River Shares under the Offer;

5. High River is the corporation resulting from the amalgamation of High River Resources Ltd. and Nor-Acme Gold Mines Limited under the Canada Business Corporations Act by Certificate of Amalgamation dated December 5, 1988; the continuance of High River under the Business Corporations Act (Yukon) became effective February 2, 2011; High River's registered office is located at 204 Lambert Street, Suite 200, Whitehorse, Yukon Territory, Canada, Y1A 3T2 and its head office is located at Suite 1502, 67 Yonge Street, Toronto, Ontario, Canada, M5E 1J8; High River is a mining company, focused on gold, with mineral production and exploration projects in Russia and Burkina Faso;

6. High River's share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series, of which there were 840,218,962 High River Shares and no preference shares issued and outstanding as at March 31, 2012;

7. The Filer currently owns 630,627,472 High River Shares, constituting approximately 75% of the issued and outstanding High River Shares;

8. The High River Shares are admitted for trading on the Toronto Stock Exchange (TSX);

9. High River is a reporting issuer in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador;

10. On July 18, 2012, the Filer publicly announced its intention to make the Offer;

11. Minority shareholders of High River holding an aggregate of 59,900,206 High River Shares, representing approximately 29% of the High River Shares not already owned by the Filer and its affiliates, have entered into lock-up agreements with the Filer providing for the tender of their High River Shares to the Offer and their election to receive GDRs as consideration;

12. The Filer intends to commence the Offer by mailing the Circular, together with all related documents, to holders of High River Shares, which Circular will describe, among other things, the terms and conditions of the Offer; the Filer will also file the Circular on the System for Electronic Document Analysis and Retrieval (SEDAR) under High River's profile;

13. The Offer will provide that each eligible shareholder of High River will be entitled to elect to receive either: (a) 0.285 GDRs, or (b) C$1.40 in cash, in exchange for each High River Share held by them;

14. Since the consideration that will be offered for the purchase of the High River Shares includes GDRs, the Circular will include prospectus-level disclosure regarding the Filer, as required under the Legislation;

15. The distribution of the GDRs will be exempt from the prospectus requirements in all Canadian jurisdictions pursuant to section 2.16 of National Instrument 45-106 -- Prospectus and Registration Exemptions;

16. The first trade of GDRs issued to shareholders of High River in the jurisdictions of Canada will be subject to Section 2.6 of National Instrument 45-102 -- Resale of Securities (NI 45-102), with the result that such GDRs will be subject to a four-month seasoning period following the Filer becoming a reporting issuer in a jurisdiction of Canada, unless an exemption from the requirements of that section is available;

17. Pursuant to Section 2.11 of NI 45-102, first trades that would otherwise be subject to Section 2.6 of NI 45-102 are exempt from the seasoning period provided that, among other things, a securities exchange take-over bid circular relating to the distribution of the security was filed by the offeror on SEDAR and the offeror was a reporting issuer in the local jurisdiction on the date the securities of the offeree issuer were first taken up under the bid;

18. Due to the differences between the definitions of "reporting issuer" in the jurisdictions of Canada and the operation of Section 2.11 of NI 45-102: (i) shareholders of High River in the Reporting Issuer Jurisdictions will receive GDRs that are freely-tradeable, (ii) shareholders of High River in the Take Up and Pay Jurisdictions will only receive GDRs that are freely-tradeable if the Filer pays for the High River Shares it first takes up under the Offer on the day of take-up, which is not expected to occur and (iii) shareholders of High River in the remaining Non-Reporting Issuer Jurisdictions will receive GDRs that are subject to a four month seasoning period;

19. Immediately following the completion of the Offer, based on the Filer's current understanding, following due inquiry, of the geographic breakdown of the holders of High River Shares and GDRs, and assuming that all minority shareholders of High River tender to the Offer and elect to receive GDRs as consideration, it is expected that Canadian residents would make up between 4.7% and 8.4% of the beneficial holders of Nord Shares (including indirectly through holdings of GDRs); and

20. Following the completion of the Offer, it is expected that the Filer will be a designated foreign issuer (as defined in National Instrument 71-102 -- Continuous Disclosure and Other Exemptions Relating to Foreign Issuers) in the Reporting Issuer Jurisdictions and the Take Up and Pay Jurisdictions.

Decisions

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

The decision of the Decision Maker under the Legislation is that the First Trade Relief is granted provided that:

1. Such trades are not a control distribution as defined in the Legislation; and

2. The Offer is commenced within 60 days of this decision.