APM Finalizes Terms to Acquire the Donkin Coal and Other North American Assets of Erdene Resource Development Corp.

Advanced Primary Minerals Corporation (the "Corporation" or "APM") (TSX
VENTURE:APD) is pleased to announce that it has entered into a definitive
agreement (the "Arrangement Agreement") with Erdene Resource Development
Corporation ("Erdene") (TSX: ERD) 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. Consideration will be the issuance of shares of APM
("APM Shares") by way of a court-approved plan of arrangement ("Arrangement"). 


Following the Arrangement, all of Erdene's North American property interests
will be held by an amalgamated company ("Amalco"). Minority shareholders of APM,
who presently hold approximately 40% of the shares of APM, will own 2.75% of the
shares of the much larger Amalco. The 97.5% of the Amalco shares owned by Erdene
will then be distributed to Erdene shareholders as part of the Arrangement.


A new name and the management team of Amalco will be announced in an upcoming
News Release.


Board Recommendations & Management Remarks

The boards of both APM and Erdene have approved the transaction. The Arrangement
is a "related party transaction" pursuant to Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions ("MI 61-101") and
the policies of the TSX Venture Exchange (the "TSXV Policies"). Accordingly, the
board of APM struck an independent committee (the "Independent Committee") of
directors to negotiate the Arrangement. The Independent Committee retained
Fogler Rubinoff as its independent legal advisor and Toll Cross Securities Inc.
("Toll Cross") as its independent financial advisor. On the basis of advice
received from its advisors and receipt of a formal valuation and fairness
opinion from its financial advisor, the Independent Committee has determined
that the Arrangement is fair to APM and in the best interest of all of APM's
shareholders. Accordingly, the Special Committee recommends that the APM
shareholders vote in favour of the Arrangement. 


For further details regarding the Donkin Coal Project, please visit the Featured
Items section of the home page of the Erdene website at www.erdene.com.


Terms of the Arrangement

The Arrangement Agreement dated August 7th, 2012 sets out the terms of the
statutory plan of arrangement under section 192 of the Canada Business
Corporations Act involving APM, Erdene, Erdene Resources Inc. ("ERI") and the
securityholders of APM and Erdene whereby:




--  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 (1) 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
    ("Erdene Shareholders") on the basis of one-half 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").
    Outstanding options to acquire shares of Erdene will be exchanged for
    one-half of one Amalco Option and one-half of one new option of Erdene.
    The aggregate exercise price of the replacement options will be
    economically equivalent to the Erdene options they replace, and will be
    allocated based on the volume weighted average trading prices of the
    shares of Erdene and Amalco following the closing of the Arrangement. 



Following the Arrangement, Amalco will have 49,255,990 shares and 3,884,843
options outstanding.


The Arrangement will result in two strategically positioned public companies,
with Amalco focused on North America (Donkin Coal Project) and Erdene focused on
Mongolia minerals exploration and development.


Related Party Transaction

Erdene currently owns approximately 60% of the issued and outstanding shares of
the Corporation. In addition, three of APM's five directors are also management
of Erdene and/or members of the board of directors of Erdene as follows: Ken
MacDonald (President and CEO of APM) is a Vice-President, the Chief Financial
Officer and a director of Erdene, J.C. (Chris) Cowan is Vice-President, Asia and
a director of Erdene and Philip Webster is a director of Erdene. Peter Akerley,
a director of APM's wholly owned subsidiary, is President and Chief Executive
Officer and a director of Erdene. The Arrangement is therefore a "related party
transaction" pursuant to MI 61-101 and the TSXV Policies. Steps have been taken
by the board of directors of APM to address any potential conflicts of interest,
including the appointment of an additional Independent Director, Charles
Pitcher, and the formation of the Independent Committee. 


Pursuant to MI 61-101, if a transaction is a related party transaction, a formal
valuation is required, unless exemptions from such requirements are available.
By virtue of its listing on the TSX Venture Exchange, the Corporation is exempt
from the valuation requirements of MI 61-101 with respect to the Arrangement.
However, the Independent Committee retained its financial advisor, Toll Cross,
to prepare a valuation as required under the TSXV Policies and to prepare a
fairness opinion. Toll Cross has advised that, in its opinion, based on the
various assumptions and limitations set out in its opinion, the issuance of
360,028,650 APM Shares is, from a financial point of view, a fair price to pay
for Erdene's North American property interests and the Arrangement is fair to
the APM minority shareholders. The independent Committee has concluded that the
Arrangement is in the best interests of APM and all of the shareholders of APM.


Under MI 61-101 and the TSXV Policies, because it is a related party
transaction, the Arrangement is required to be approved by greater than 50% of
APM's shareholders (excluding Erdene and the directors and senior officers of
Erdene and APM) present in person or by proxy at a meeting to be held to
consider the Arrangement.


Reverse Takeover Transaction

The Corporation's current business is development, processing and sale of its
primary kaolin resources in Georgia, USA; however, the continued weak kaolin
market has led management to investigate alternative business opportunities
available to the Corporation. APM recently announced the sale of its kaolin
production assets and associated mining operation, which closed on June 29,
2012. After the closing of this sale, but before the acquisition of the Donkin
asset, the Corporation holds as its primary asset, a limited amount of real
estate in McDuffie County, Georgia.


The Arrangement constitutes a reverse takeover transaction under the TSXV
Policies although it is expected that the Corporation will maintain its listing
under the "Mining" industry segment of the TSX Venture Exchange.


Trading of the Company's common shares on the TSX Venture Exchange will remain
halted until satisfactory documentation to effect a resumption of trading is
filed with the TSX Venture Exchange, or the proposed transaction is terminated.
The Corporation is seeking an exemption from the TSX Venture Exchange's
sponsorship requirements. There is no guarantee that such exemption will be
provided by the TSX Venture Exchange.


Closing Conditions

A special meeting of APM's shareholders is expected to be held in Halifax on
October 11, 2012 to obtain necessary shareholder approval. Completion of the
Arrangement is also subject to satisfaction of certain conditions including
approvals from the TSX Venture Exchange, the Toronto Stock Exchange, the Erdene
disinterested shareholders and the Nova Scotia Supreme Court. The Arrangement
may be terminated if certain conditions are not met, with a termination fee
payable in certain circumstances.


It is currently anticipated that the Arrangement will be completed on or before
October 31, 2012.


Caution

Completion of the Arrangement is subject to a number of conditions, including
TSX Venture Exchange acceptance and disinterested shareholder approval. The
Arrangement cannot close until the required shareholder approval is obtained.
There can be no assurance that the Arrangement will be completed as proposed or
at all.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Arrangement, any information
released or received with respect to the change of business may not be accurate
or complete and should not be relied upon. Trading in the securities of APM
should be considered highly speculative.


The TSX Venture Exchange has in no way passed upon the merits of the proposed
Arrangement and has neither approved nor disapproved the contents of this press
release.


Information Regarding Amalco Post-Arrangement 

As at the date hereof, there are an aggregate of 26,342,963 shares of APM issued
and outstanding. It is expected that, upon completion of the Arrangement, there
will be an aggregate of 49,255,990 shares and 3,884,843 options of Amalco
outstanding. 


Following the completion of the Arrangement, Amalco will hold all of Erdene's
North American property interests, consisting primarily of its 25% interest in
the Donkin Coal Project, with the remaining 75% interest held by Xstrata Coal
Donkin Limited ("Xstrata"). Given Xstrata's announcement of its intent to sell
its interest in the project, the Donkin Coal Project is expected to have a new
ownership structure later this year, which is anticipated to bring the project
to production.


For further details regarding the Donkin Coal Project, please visit the Featured
Items section of the home page of the Erdene website at www.erdene.com.


It is contemplated that the board of directors of Amalco post-transaction will
consist of five directors, selected by Erdene, who shall be described in the
materials circulated in connection with the APM meeting of shareholders.


A copy of the Arrangement Agreement will be available under APM's profile on
SEDAR at www.sedar.com. Full details of the proposed transaction will be
described in detail in the notice of meeting and information circular describing
the Arrangement, which will be mailed to shareholders of APM in due course.


Extension of Loan 

In order to facilitate the Arrangement, Erdene agreed to further extend the due
date of the secured promissory note payable by the Corporation to Erdene on
August 31, 2012 ("Note") to the earlier of the closing of the Arrangement and
November 30, 2012. The Note, in the principal amount of up to $550,000, entitles
Erdene to an interest payment of 5.0% per annum payable at maturity and is
secured by certain of the Corporation's real property located in McDuffie
County, Georgia. The current balance of the Note is approximately $428,000.


For additional information visit APM's website at www.advminerals.com or contact
the Company via email at [e-mail]


Forward Looking Statements:

This news release contains forward-looking statements and information ("forward
looking statements") within the meaning of applicable securities laws relating
to the proposal to complete the proposed plan of arrangement and associated
transaction), including statements regarding the terms and conditions of the
proposed plan of arrangement and associated transaction. Readers are cautioned
to not place undue reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will not proceed
with the proposed plan of arrangement and associated transactions, that the
ultimate terms of the proposed plan of arrangement and associated transactions
will differ from those that currently are contemplated, and that the proposed
plan of arrangement and associated transactions will not be successfully
completed for any reason (including the failure to obtain the required approvals
or clearances from regulatory authorities). Furthermore, the forward-looking
statements contained in this document are made as of the date of this document
and, except as required by applicable law and APM does not undertakes any
obligation to publicly update or to revise any of the included forward-looking
statements, whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this document are expressly
qualified by this cautionary statement.