Placer Dome Inc. and Placer Dome Asia Pacific Limited - MRRS Decision

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - Take-over bid for Australiancorporation that is not a reporting issuer in Canada - bid madein compliance with applicable Australian laws - only 9 Canadiantarget shareholders holding 0.033% of the outstanding targetshares - offeror exempted from take-over bid requirements andrequirement to file technical report, subject to conditions.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990,c. S.5, as am., ss. 95, 96, 97, 98, 100 and 104(2)(c).

Applicable Ontario Rules

National Instrument 43-101 -Standards of Disclosure for Mineral Projects, ss. 4.2(1) 9,9.1(1).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISHCOLUMBIA, ALBERTA,SASKATCHEWAN, MANITOBA, ONTARIO,

QUÉBEC, NEW BRUNSWICK,PRINCE EDWARD ISLAND, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR,YUKON, THE NORTHWEST TERRITORIES,

AND NUNAVUT

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEMS

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PLACER DOME INC. AND

PLACER DOME ASIA PACIFIC LIMITED

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Québec, New Brunswick, Prince Edward Island,Nova Scotia, Newfoundland and Labrador, Yukon, the NorthwestTerritories, and Nunavut (the "Jurisdictions") hasreceived an application from Placer Dome Inc. ("Placer")and its wholly owned subsidiary, Placer Dome Asia Pacific Limited("PDAP"), for a decision under the securities legislationof the Jurisdictions (the "Legislation") that:

(a) the provisions governingthe conduct of take-over bids, except the requirements tofile a report of a take-over bid, where applicable, and topay the applicable fees, (the "Take-over Bid Requirements")in the Legislation shall not apply to an offer, as it maybe amended from time to time, (the "Offer") to bemade by PDAP to acquire all of the ordinary shares of AurionGoldLimited ("Aurion") in exchange for the issuanceof common shares of Placer ("Placer Shares");

(b) the requirement in NationalInstrument 43-101 Standards of Disclosure for Mineral Projects("NI 43-101") to file technical reports (the "TechnicalReport Requirements") in respect of the Offer and Bidder'sStatement that are sent to holders of Aurion Shares (the "OfferMaterials") and any accompanying bid materials filedwith the Australian Securities and Investments Commission(the "Supplementary Materials") shall not applyto Placer or PDAP; and

(c) the requirements containedin the Legislation to be registered to trade in a securityand to file a preliminary prospectus and a prospectus andreceive receipts therefor (the "Registration and ProspectusRequirements") shall not apply to certain trades in connectionwith the Offer;

AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "MRRS"), the British Columbia Securities Commissionis the principal regulator for this application;

AND WHEREAS Placer andPDAP have represented to the Decision Makers that:

1. Placer continued underthe laws of Canada in 1987 following the amalgamation of PlacerDevelopment Limited, Dome Mines Limited and Campbell Red LakeMines Limited; its registered office and corporate head officeare in Vancouver, British Columbia;

2. directly and through itssubsidiaries, Placer is principally engaged in the explorationfor, and the acquisition, development and operation of, goldmineral properties; at present, major mining operations arelocated in Canada, the United States, Australia, Papua NewGuinea, South Africa and Chile; exploration work is carriedout in those countries and others;

3. Placer is a reporting issuer,or holds similar status, under the laws of each province andterritory of Canada, and has held such status for over 12months;

4. Placer's authorized capitalis an unlimited number of Placer Shares and an unlimited numberof preferred shares, issuable in series;

5. as at February 14, 2002,there were 329,506,912 outstanding Placer Shares; Placer alsohas outstanding 8.625% Series A Preferred Securities and 8.5%Series B Preferred Securities, both due December 31, 2045;

6. the Placer Shares are listedfor trading on The Toronto Stock Exchange, the New York StockExchange, the Australian Stock Exchange, Euronext - Parisand the Swiss Exchange; International Depository Receiptsrepresenting the Placer Shares are listed for trading on Euronext- Brussels;

7. PDAP is formed under thelaws of Australia, and is a direct and wholly-owned subsidiaryof Placer; the bid to the holders of the Aurion Shares willbe made by PDAP;

8. Aurion was formed underthe laws of Australia following the amalgamation of GoldfieldsLimited and Delta Gold Limited under an Australian Schemeof Arrangement completed in December 2001;

9. Aurion is engaged in theexploration for, and the acquisition, development and operationof, gold mineral properties; information published by Aurionstates that its major mining operations are located in Australiaand Papua New Guinea; Aurion does not appear to have any materialassets or operations in Canada;

10. based on the list of registeredshareholders obtained by PDAP from Aurion, as at May 28, 2002Aurion had 441,939,131 issued and outstanding Aurion Shares;the Aurion Shares are listed for trading on the AustralianStock Exchange and are not currently listed on any stock exchangeoutside of Australia;

11. Aurion's public disclosurein Australia indicates that as at March 31, 2002, it had threesignificant shareholders, who, in the aggregate, held AurionShares representing approximately 32.39% of the total AurionShares outstanding: The Commonwealth Bank of Australia andits subsidiaries held approximately 16.27% of the outstandingAurion Shares; Harmony Gold (Australia) Pty Limited held approximately9.82% of the outstanding Aurion Shares; and M&G InvestmentManagement Limited held approximately 6.30% of the outstandingAurion Shares; each of these shareholders appears to be residentin Australia;

12. Aurion is not a reportingissuer in any province or territory of Canada;

13. based on Aurion's listof registered shareholders, as at May 28, 2002 Aurion hadnine shareholders resident in Canada holding an aggregateof 0.033% of the outstanding Aurion Shares; five of the shareholdersare resident in British Columbia, and four are resident inOntario;

14. based on the list of holdersof options ("Options") exercisable into Aurion Sharesobtained by PDAP from Aurion, as at May 28, 2002 there were13 holders holding a total of 5,521,000 outstanding Options,none of whom have a resident address in Canada;

15. the Aurion Shares areneither registered with the United States Securities and ExchangeCommission nor listed for trading on a U.S. stock exchange;Aurion is not subject to the reporting requirements of thesecurities laws of the United States;

16. PDAP intends to make anunsolicited offer to acquire the Aurion Shares in exchangefor Placer Shares; the Offer will be made in Australia inaccordance with the corporate and securities laws of Australia;

17. under Australian law,PDAP will be the sole offeror under the Offer and only PDAPwill be identified in the Offer Materials as the offeror;

18. the Offer will be madewithout the requirement to comply with the U.S. tender offerrules, since the Aurion Shares are not registered, and byvirtue of the "Tier I exemption" available to PDAPunder applicable U.S. securities laws with respect to cross-borderexchange offers for the securities of foreign private issuers;PDAP is able to rely on the Tier I exemption because, to PDAPand Placer's best knowledge: (i) U.S. holders of Aurion Shareshold less than 10% of the securities sought in the Offer;(ii) U.S. holders will participate in the Offer on terms atleast as favourable as those offered to any other Aurion shareholders;and (iii) PDAP will be providing U.S. shareholders with theOffer Materials on a comparable basis to that provided toother Aurion shareholders;

19. the Offer will be madeto Canadian holders of Aurion Shares on the same basis, includingextending to those holders identical rights and identicalconsideration, as to the holders of Aurion Shares residentin Australia;

20. the disclosure in theBidder's Statement regarding the mining projects on Placer'smaterial properties will be based on the disclosure previouslyset forth in Placer's Annual Information Form (the "AIF")dated February 14, 2002; no technical report was requiredwith respect to the disclosure contained in the AIF, as nomaterial information was included concerning mining projectson material properties that had not been contained in a disclosuredocument filed before February 1, 2001; similarly, no technicalreport requirement would be required if Placer wished to usethis disclosure in connection with a short-form prospectusoffering in Canada;

21. the disclosure in theOffer Materials will comply with Australian securities laws;PDAP is not required to provide a technical report with respectto Placer's mining projects on material properties in connectionwith the Bidder's Statement under either the AustralasianCode for Reporting of Mineral Resources and Ore Reserves orAustralian securities laws;

22. if the Offer is completedand PDAP acquires 90% or more of the Aurion Shares, PDAP intendsto compulsorily acquire the remaining outstanding Aurion Sharesunder Australian corporate law; if PDAP acquires control ofAurion but is not entitled to compulsorily acquire the outstandingAurion Shares, it proposes to appoint a majority of the directorsof Aurion;

23. holders of the AurionShares whose last address on the books of Aurion is, to thebest of Placer's knowledge, in Canada will concurrently besent the materials regarding the Offer that are sent to holdersof Aurion Shares whose last address on the books of Aurionis in Australia;

24. there is no exemptionfrom the Take-over Bid Requirements in the Legislation ofBritish Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, Nova Scotia, and Newfoundland and Labrador;and

25. there is no exemptionfrom the Registration and Prospectus Requirements in the Legislationof British Columbia, Québec, New Brunswick, PrinceEdward Island, Yukon, the Northwest Territories and Nunavut;

AND WHEREAS under theMRRS, the Decision Document evidences the decision of each ofthe Decision Makers (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers under the Legislation is that:

1. the Take-Over Bid Requirementsshall not apply to the Offer, provided that:

(a) the Offer Materialsthat are sent to holders of Aurion Shares in other countriesare concurrently sent to all holders of Aurion Shares who,to PDAP's best knowledge, have their last address shownon the books of Aurion in Canada; and

(b) copies of the OfferMaterials are filed with the Decision Makers;

2. the Technical Report Requirementsshall not apply to Placer or PDAP in respect of the OfferMaterials and Supplementary Materials;

3. the Registration and ProspectusRequirements shall not apply to trades by Placer of PlacerShares to PDAP, trades by PDAP of Placer Shares to shareholdersof Aurion, and trades by Aurion's shareholders of Aurion Sharesto PDAP, all in connection with the Offer, provided that thefirst trade in Placer Shares acquired under this Decisionin a Jurisdiction will be deemed to be a distribution or aprimary distribution to the public under the Legislation ofsuch Jurisdiction unless:

(a) except in Québec,the conditions in subsections 2.6(3) or (4) of MultilateralInstrument 45-102 Resale of Securities are satisfied;and

(b) in Québec,

(i) the issuer is andhas been a reporting issuer in Québec for the 12months preceding the trade;

(ii) no unusual effortis made to prepare the market or to create a demand forthe securities that are the subject of the trade;

(iii) no extraordinarycommission or other consideration is paid in respect ofthe trade; and

(iv) if the seller ofthe securities is an insider of the issuer, the sellerhas no reasonable grounds to believe that the issuer isin default of any requirement of securities legislation.

June 10, 2002.

"Brenda Leong"