Au Martinique Silver Inc. - s. 4(b) of the Regularion

IN THE MATTER OF

ONTARIO REG. 289/00, AS AMENDED

(THE REGULATION)

MADE UNDER

THE BUSINESS CORPORATIONS ACT

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

(THE OBCA)

AND

IN THE MATTER OF

AU MARTINIQUE SILVER INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Au Martinique Silver Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting consent from the Commission for the Applicant to continue into another jurisdiction pursuant to clause 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 is governed under the provisions of the OBCA pursuant to articles of amalgamation dated July 12, 1988, as amended pursuant to articles of amendment dated November 27, 2000, and as further amended pursuant to articles of amendment dated July 21, 2005. The registered office of the Applicant is located at 1128 Clapp Lane, P. O. Box 279, Manotick, ON K4M 1A3.

2. The authorized share capital of the Applicant is comprised of an unlimited number of common shares of which 25,563,437 common shares were issued and outstanding as of April 24, 2006.

3. The Applicant is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue (the Continuance) as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA).

4. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

5. The Applicant is an offering corporation under the OBCA and a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act). The Applicant is also a reporting issuer or the equivalent thereof in British Columbia and Alberta.

6. The Applicant's common shares are listed for trading on the TSX Venture Exchange under the symbol "AUU".

7. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is currently a reporting issuer or equivalent thereof.

8. The Applicant is not in default under any provision of the Act or the rules and regulations made under the Act and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer or equivalent thereof.

9. 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.

10. The Continuance of the Applicant under the CBCA was approved by the Applicant's shareholders by way of special resolution at an annual and special meeting of shareholders (the Meeting) held on June 9, 2006.

11. The management information circular of the Applicant dated April 27, 2006, provided to all shareholders of the Applicant in connection with the Meeting, advised the holders of common shares of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

12. The principal reason for the Continuance is that the Corporation believes it to be in its best interests to conduct its affairs in accordance with the CBCA.

13. Other than the requirement under the OBCA that a majority of a corporation's directors be resident Canadians, as compared with the requirement under the CBCA that, subject to certain exceptions, only 25% of a corporation's directors need be resident Canadians, 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.

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 on this 7th day of July, 2006.

"Robert W. Davis, FCA"

"Harold P. Hands"