Millennial Precious Metals

Order

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

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

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c.S.5, AS AMENDED (the Act) AND IN THE MATTER OF MILLENNIAL PRECIOUS METALS CORP. (formerly, 1246768 B.C. Ltd.) (the Applicant)

ORDER (Paragraph 1(11)(b))

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to paragraph 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

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

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was formed by incorporation pursuant to the Business Corporations Act (British Columbia) as 1246768 B.C. Ltd. on April 8, 2020. On April 26, 2021, the Applicant changed its name to Millennial Precious Metals Corp. The address of the Applicant's head office is 350 Bay Street, Unit 400, Toronto, Ontario M5H 2S6. The address of the Applicant's registered office is Suite 2500 Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

2. On April 28, 2021, Millennial Silver Corp. (a private company incorporated under the Canada Business Corporations Act) (Millennial Silver) and 12558734 Canada Ltd. (a wholly-owned subsidiary of 1246768 B.C. Ltd.) (Canco) completed a reverse takeover transaction by way of a three-cornered amalgamation pursuant to the Canada Business Corporations Act which resulted in, among other things, Millennial Silver and Canco amalgamating, such amalgamated corporation becoming a wholly-owned subsidiary of the Applicant, and the former shareholders of Millennial Silver becoming shareholders of the Applicant as a result of their common shares of Millennial Silver being exchanged for common shares of the Applicant on a one-for-one basis (the Amalgamation). The Applicant is the resulting issuer following the Amalgamation. In addition, under the Amalgamation the board of directors and management of the Applicant was reconstituted. The Amalgamation was approved by the shareholders of Canco on April 27, 2021 and the shareholders of Millennial Silver on April 27, 2021.

3. The Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares). As of the date hereof, the Applicant has the following issued and outstanding securities: (i) 138,590,947 Common Shares, (ii) 2,741,310 Common Share purchase broker warrants, exercisable into up to 2,741,310 Common Shares, (iii) 8,694,500 options to purchase up to 8,694,500 Common Shares, and (iv) 2,703,000 restricted share units. The Common Shares of the Applicant are listed on the TSX Venture Exchange (the TSX-V) and began trading under the symbol "MPM" on May 5, 2021. On November 30, 2021, the Common Shares of the Applicant also commenced trading on the OTCQB Venture Market under the symbol "MLPMF". No other securities of the Applicant are listed, traded, or quoted on any stock exchange or trading or quotation system.

4. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the AB Act). The Applicant became a reporting issuer in British Columbia and Alberta on July 24, 2020.

5. The Applicant is not currently a reporting issuer or equivalent in any jurisdiction other than British Columbia and Alberta.

6. The Applicant's principal regulator is the British Columbia Securities Commission. The Commission will be the principal regulator of the Applicant once it has obtained reporting issuer status in Ontario. Upon granting of this Order, the Applicant will amend its System for Electronic Document Analysis and Retrieval (SEDAR) profile to indicate that the Commission is its principal regulator.

7. The Applicant is not in default of securities legislation in any jurisdiction of Canada, or the rules and regulations made thereunder and the Applicant is not in default of any requirement under the BC Act or the AB Act, or the rules and regulations made thereunder.

8. The Applicant is subject to the continuous disclosure requirements of the BC Act and the AB Act. The continuous disclosure requirements of the BC Act and the AB Act are substantially the same as the continuous disclosure requirements under the Act.

9. The continuous disclosure materials filed by the Applicant are available on SEDAR.

10. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

11. Pursuant to section 18 of Policy 3.1 of the TSX-V Corporate Finance Manual (the TSX-V Manual), a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSX-V Manual) and, upon becoming aware that it has a Significant Connection to Ontario, promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.

12. Following the completion of the Amalgamation, the Applicant has determined that it has a "Significant Connection to Ontario" for the following reasons: (i) the Applicant's head office is located in Toronto, Ontario; and (ii) residents of Ontario are the registered holders of more than 20% of the Common Shares.

13. None of the Applicant, any of its officers or directors, or any shareholders holding sufficient securities of the Applicant to affect materially the control of the Applicant has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

14. None of the Applicant, any of its officers or directors, or any shareholders holding sufficient securities of the Applicant to affect materially the control of the Applicant has:

(a) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

15. None of the Applicant's officers or directors, or any shareholder holding sufficient securities to materially affect the control of the Applicant, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities laws.

DATED at Toronto, Ontario on this 9th day of March, 2022.

"Lina Creta"
Manager
Corporate Finance
Ontario Securities Commission