Advanced Primary Minerals Corporation -- s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

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

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00,

AS AMENDED (THE "REGULATION")MADE UNDER

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

ADVANCED PRIMARY MINERALS CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Advanced Primary Minerals Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting consent (the "Application") from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on September 27, 2002. Its registered office is located at 65 Harbour Square, Suite 1108, Toronto, Ontario M5J 2L4.

2. The Applicant, with a view to relocate its registered office to Nova Scotia for administrative convenience, intends to apply to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act ("CBCA"). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its Application for continuance as a corporation under the CBCA must be accompanied by a consent from the Ontario Securities Commission. The Applicant intends to apply for continuation under the CBCA as soon as it receives consent from the Commission.

3. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (the "Act"). The Applicant is also a reporting issuer in British Columbia, Alberta and Nova Scotia and intends to remain a reporting issuer in each of these jurisdictions following the proposed continuance as a corporation under the CBCA.

4. The common shares of the Applicant are currently listed and posted for trading in TSX Venture Exchange under the trading symbol "APD:TSXV" and the Applicant intents to continue trading of its common shares on the TSX Venture Exchange after the proposed continuance.

5. The Applicant is not in default of any of the provisions of the OBCA, the Act or the regulations or rules made thereunder and any rules, regulations or policies of the TSX Venture Exchange or any securities legislation of any province in Canada.

6. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act or the OBCA.

7. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA. The Applicant's management information circular, dated May 31, 2012 and filed on SEDAR on June 5, 2012 which was provided to all shareholders of the Applicant for its June 29, 2012 annual and special meeting (the "Meeting"), included (i) full disclosure of the continuance approval process, the proposed articles of continuance, the effect of the proposed continuance, the amendments required to By-Law Number One and (ii) full disclosure to the shareholders with respect to their dissent rights in connection with the continuance pursuant to section 185 of the OBCA.

8. At the Meeting, a special resolution authorizing the continuance under the CBCA was approved by 99.91% of the votes cast by shareholders of the Applicant. None of the shareholders of the Applicant exercised dissent right pursuant to section of 185 of the OBCA.

9. The Applicant intends to relocate its registered office to Nova Scotia in conjunction with its continuance as a corporation under the CBCA. The Nova Scotia Securities Commission is currently the Applicant's principal regulator and the Applicant intends to continue to have the Nova Scotia Securities Commission as its principal regulator after the proposed continuance.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED at Toronto, Ontario this 17th day of July, 2012.