Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,

QUÉBEC, NOVA SCOTIAAND NEWFOUNDLAND

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") in eachof the Provinces of Alberta, Saskatchewan, Ontario, Québec,Nova Scotia and Newfoundland (the "Jurisdictions")has received an application from Repadre Capital Corporation("Repadre") for:

(i) a decision under the securities legislationof the Jurisdictions (the "Legislation") that Repadrebe deemed to have ceased to be a reporting issuer or its equivalentunder the Legislation; and

(ii) in Ontario only, an order pursuant tothe Business Corporations Act (Ontario) (the "OBCA")that Repadre be deemed to have ceased to be offering its securitiesto the public;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Application (the "System"),the Ontario Securities Commission is the principal regulatorfor this Application;

AND WHEREAS Repadre has represented tothe Decision Makers that:

1. Repadre is a corporation existing underthe OBCA with its head office located in Toronto, Ontario.

2. Repadre was formed on January 7, 2003 bythe amalgamation of Repadre Capital Corporation ("RepadreCapital") and a wholly-owned subsidiary of IAMGold Corporation("IAMGold"), which amalgamation was completed aspart of an arrangement (the "Arrangement") completedunder section 182 of the OBCA involving IAMGold, such wholly-ownedsubsidiary of IAMGold and Repadre Capital.

3. Upon completion of the Arrangement, Repadrebecame a reporting issuer or its equivalent under the Legislation.Repadre is not in default of any requirement of the Legislation.

4. The authorized capital of Repadre consistsof, among other securities, an unlimited number of commonshares ("Repadre Shares"), of which one RepadreShare is issued and outstanding.

5. The single issued and outstanding RepadreShare is owned by IAMGold and there are no other securities,including debt securities, of Repadre outstanding.

6. Prior to the Arrangement becoming effective,the common shares of Repadre Capital were listed on The TorontoStock Exchange. The common shares of Repadre Capital weredelisted from The Toronto Stock Exchange on January 10, 2003and there are no securities, including debt securities, ofRepadre Capital or Repadre listed or quoted on any exchangeor market in Canada.

7. Repadre does not currently intend to seekpublic financing by way of an offering of its securities.

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 Legislation thatprovides that Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that Repadre is deemed to have ceased tobe a reporting issuer or its equivalent under the Legislation.

March 31, 2003.

"Heidi Franken"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat Repadre is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

March 31, 2003.

"Heidi Franken"