Nickel Asia Corp.

Headnote

Issuer granted relief from the requirement to comply with Part 3 of 56-501 in connection with the distribution of Class A Non-Voting Shares pursuant to a long form prospectus and future distributions of Class A Non-Voting Shares and securities directly or indirectly convertible into or exercisable or exchangeable for Class A Non-Voting Shares -- Relief subject to conditions.

Statutes Cited

Ontario Securities Commission Rule 56-501 - Restricted Shares, Part 3 and s. 4.2.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (THE "ACT") AND

ONTARIO SECURITIES COMMISSION RULE 56-501

AND

IN THE MATTER OF

NICKEL ASIA CORP. ("NAC")

ORDER

UPON the application (the "Application") of NAC to the Ontario Securities Commission (the "Commission") for an order pursuant to Section 4.2 of Ontario Securities Commission Rule 56-501 -- Restricted Shares (the "Rule") exempting (i) the distribution of Class A Non-Voting Shares of NAC (the "Class A Non-Voting Shares") in connection with NAC's initial public offering (the "Offering") and (ii) provided certain conditions are met, any future distributions of Class A Non-Voting Shares or of any other securities directly or indirectly convertible into or exercisable or exchangeable for Class A Non-Voting Shares from the application of Part 3 of the Rule;

AND UPON NAC having represented to the Commission that:

1. NAC was incorporated by memorandum and articles of association under the Business Companies Act, 2004 (British Virgin Islands) on February 15, 2006 to acquire and hold the nickel mining and processing assets of NAC's founders in contemplation of the Offering. The memorandum and articles of association of NAC were most recently amended and restated on August 2, 2006, among other things, to create the Class A Non-Voting Shares.

2. The registered office of NAC is located at the office of its registered agent, AMS Trustees Limited, at Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands. The principal office of NAC is located at the NAC Building, 143 Dela Rosa Street, Legaspi Village, Makati City, Philippines.

3. Through its wholly and partly-owned Philippine subsidiaries, NAC holds equity and operating interests in six nickel laterite mines and an equity interest in a high-pressure acid leach nickel processing facility, all of which are located in the Philippines.

4. NAC's authorized share capital consists of an unlimited number of Class A Non-Voting Shares, a maximum of 14,902,209 Class B Voting Shares, Series 1 and a maximum of 14,902,210 Class B Voting Shares, Series 2.

5. The Class A Non-Voting Shares are fully participating in the earnings of NAC and upon a liquidation or winding-up of NAC, are voting only in certain limited circumstances enumerated in NAC's memorandum of association, and may be owned by anyone.

6. NAC's Class B Voting Shares, Series 1 and Series 2 (collectively, the "Class B Voting Shares") are fully participating in the earnings of NAC and upon a liquidation or winding-up of NAC, are fully voting in all circumstances, and may only be owned by individuals who are Philippine citizens. The sole difference between the Class B Voting Shares, Series 1 and Series 2 is that the Series 1 shares are convertible into Class A Non-Voting Shares on a one-for-one basis at any time at the option of the holder. The Series 2 shares are not convertible.

7. Since NAC is a BVI company, other than a prohibition on transferring Class B Voting Shares to any person other than an individual who is a citizen of the Philippines, its memorandum and articles of association do not contain any of the "private company" restrictions contemplated by Section 1(1) of the Securities Act (Ontario) (the "Act").

8. Since its incorporation, NAC has behaved in all respects like a private company as defined under the Act, in that (i) transfers of its shares have been limited to a small group of founders and their related entities and business associates, (ii) at no time since its incorporation has its number of shareholders exceeded ten, and (iii) other than in connection with the Offering, NAC has not made any invitation to the public to subscribe for its securities.

9. NAC proposes to complete the Offering of Class A Non-Voting Shares by way of a treasury offering and a concurrent secondary offering by two existing shareholders. In this regard, NAC has filed a preliminary prospectus dated August 15, 2006 and an amended and restated preliminary prospectus dated September 7, 2006 and proposes to file a final prospectus.

10. All of the outstanding Class B Voting Shares are, and will upon completion of the Offering be, beneficially owned by four individuals, each of whom is a citizen of the Philippines (the "Principal Shareholders"). The Principal Shareholders and their percentage holdings of Class B Voting Shares are as follows: Manuel B. Zamora, Jr. - 39.1%, Salvador B. Zamora II - 20.0%, Luis J.L. Virata - 22.2%, and Philip T. Ang - 18.7%.

11. Prior to the Offering, all of the issued and outstanding Class A Non-Voting Shares are owned by Asia Nickel Holdings Corporation, a company owned by the Principal Shareholders, and Nonillon Holding Corp., a company controlled by Luis J.L. Virata, one of the Principal Shareholders.

12. NAC and Nonillon Holding Corp. will grant the underwriters of the Offering an over-allotment option to purchase additional Class A Non-Voting Shares on the same terms as under the Offering.

13. NAC is not currently a reporting issuer or equivalent under the securities laws of any jurisdiction in Canada or elsewhere.

14. NAC has applied to list the Class A Non-Voting Shares on the Toronto Stock Exchange.

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

IT IS ORDERED, pursuant to Section 4.2 of the Rule, that:

(a) the distribution of Class A Non-Voting Shares in connection with the Offering (including pursuant to any exercise of the underwriters' over-allotment option to be issued in connection therewith); and

(b) any future distributions of (i) Class A Non-Voting Shares or (ii) any other securities directly or indirectly convertible into or exercisable or exchangeable for Class A Non-Voting Shares, provided that such other securities are not "restricted shares" or "subject securities", in each case within the meaning of the Rule;

are exempt from the application of Part 3 of the Rule.

DATED this 25th day of September, 2006

"Iva Vranic"