Exemption Orders (Discretionary)
PANAMEX RESOURCES INC.
2001 BCSECCOM 1134
ORDER UNDER SECTION 171 OF SECURITIES ACT
R.S.B.C. 1996, c. 418
PANAMEX RESOURCES INC.
[para 1]
Panamex Resources Inc. is a reporting issuer in British Columbia;
[para 2]
On February 17, 2000, it was ordered under section 164(1) of the Securities Act, R.S.B.C. 1996, c. 418 all trading in the securities of Panamex cease (the “Order”);
[para 3]
Panamex has filed a reactivation application with the Executive Director in accordance with BC Policy 12-603, including a preliminary prospectus dated July 19, 2001 and a prospectus dated November 29, 2001;
[para 4]
The reactivation of Panamex includes the acquisition of all of the common shares of Ross River Gold Ltd. In exchange for up to 6,000,000 common shares of Panamex (the “Reverse Takeover”) and a public offering as more particularly described in the prospectus;
[para 5]
In connection with the reactivation, Panamex has applied to the Canadian Venture Exchange (the “CDNX”) to permit the transfer within escrow of certain securities from a former director and officer of Panamex to a current director and officer of Panamex, subject to approval of the CDNX to such transfer;
[para 6]
The Executive Director has issued a receipt dated November 30, 2001 for the prospectus in accordance with section 65(2) of the Act;
[para 7]
Because it is not prejudicial to the public interest, the Executive Director orders that:
1. under section 171 of the Act, the Order is partially revoked:
a) to permit the distribution of the securities qualified under the prospectus dated November 29, 2001;
b) to permit the distribution of securities issuable under the Share Exchange Agreement dated effective July 10, 2001 and amended August 31, 2001 and October 31, 2001 pursuant to the Reverse Takeover, as more fully described in the prospectus;
c) to permit the transfer within escrow of securities from a former director and officer of Panamex to a current director and officer of Panamex, as more fully described in the prospectus; and
[para 8]
2. under section 171 of the Act, the Order is revoked on the day that trading in the securities resumes on the CDNX.
[para 9]
DATED November 30, 2001.
Marcine Renner
Manager