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Provider: Thomson Reuters Stock Report

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Advanced Primary Minerals Corp Enters Into Definitive Agreement With Erdene Resource Development Corporation

Wednesday, 8 Aug 2012 01:08pm EDT 

Advanced Primary Minerals Corp announced that it has entered into a definitive agreement with Erdene Resource Development Corporation (Erdene) to acquire Erdene Resources Inc., a wholly owned subsidiary of Erdene, which holds all of Erdene's North American property interests, comprised primarily of Erdene's interest in the Donkin Coal Project in Cape Breton, Nova Scotia. Following the Arrangement, all of Erdene's North American property interests will be held by an amalgamated company (Amalco). Terms of the Arrangement: Erdene will transfer all of the issued and outstanding shares of ERI, a corporation formed under the federal laws of Canada and being the entity that owns or will own Erdene's North American property interests, to APM in exchange for an aggregate of 360,028,650 APM Shares; APM and ERI will amalgamate as (Amalco). On the amalgamation of APM and ERI, each shareholder of APM (including Erdene) will receive one common share of Amalco (Amalco Share) for every 7.85 APM Shares owned by such shareholder; Erdene will distribute its Amalco Shares to the shareholders of Erdene on the basis of 1/2 of one Amalco Share for each common share of Erdene; Each option to acquire APM Shares shall be exchanged for economically equivalent options to acquire Amalco Shares (Amalco Options). 

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