Securities Law & Instruments

Headnote

Section 83 -- as a result of a plan of arrangement,the issuer has only one security holder - issuer deemed to haveceased to be reporting issuer under the Act.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S. 5,AS AMENDED (the Act)

AND

IN THE MATTER OF

ZEMEX CORPORATION

 

ORDER

(Section 83)

UPON the application of Zemex Corporation(the Filer) to the Ontario Securities Commission (the Commission)for an order, pursuant to section 83 of the Act, deeming theFiler to have ceased to be a reporting issuer under the Act;

AND UPON considering the applicationand the recommendation of staff of the Commission;

AND UPON the Filer having representedto the Commission that:

1. The Filer was incorporated, and is subsisting,under the Canada Business Corporations Act (the CBCA)on June 5, 1998.

2. The Filer is a reporting issuer in theProvince of Ontario and is not in default of any requirementunder Ontario securities law.

3. On May 8, 2003, Cementos Pacasmayo S.S.A.(Cementos), 6012639 Canada Inc. (6012639) and the Filer completeda plan of arrangement (the Arrangement) in accordance withthe CBCA pursuant to which:

(i) all of the outstanding common sharesof the Filer were acquired by 6012639 and the shareholdersof the Filer became entitled to receive U.S.$8.80 in cashper common share (payment to be made upon the presentationand surrender by or on behalf of such holders to the depositary,CIBC Mellon Trust Company, of the certificate or certificatesrepresenting such shares);

(ii) each outstanding option to purchasecommon shares vested automatically, notwithstanding thatany conditions to vesting may not have been satisfied;

(iii) each outstanding option to purchasecommon shares with an exercise price per share greater thanor equal to U.S.$8.80 per share was terminated; and

(iv) each outstanding option to purchasecommon shares with an exercise price per share of less thanU.S.$8.80 per share was deemed to be acquired by 6012639for a payment in cash equal to the difference between U.S.$8.80per share and the exercise price of such option, and eachsuch option was deemed thereafter to be terminated.

4. The common shares of the Filer were delistedfrom The Toronto Stock Exchange on May 9, 2003 and from theNew York Stock Exchange on May 6, 2003. The Filer does nothave any of its securities trading on a marketplace as definedin National Instrument 21-101 Marketplace Operation.

5. As a result of the completion of the Arrangement,601639, a subsidiary of Cementos, acquired all of the outstandingcommon shares of the Filer and all of the outstanding "inthe money" options to purchase common shares of the Filer.

6. Other than the common shares, the Filerhas no other securities, including options, warrants or debtsecurities outstanding.

7. The Filer does not intend to seek publicfinancing by way of an offering of its securities.

8. The Filer will not be a reporting issueror the equivalent in any jurisdiction in Canada immediatelyfollowing the requested Order being granted.

AND UPON the Commission being satisfiedthat it would not be prejudicial to the public interest to deemthe Filer to have ceased to be a reporting issuer;

IT IS ORDERED, pursuant to section 83of the Act, that the Filer is deemed to have ceased to be areporting issuer under the Act.

June 9, 2003.

"Iva Vranic"