Securities Law & Instruments

Headnote

Relief to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Rules Cited

Ontario Securities Commission Rule 41-501 - General Prospectus Requirements, s. 14.1(2).

January 3, 2007

McMillan Binch Mendelson

Attention: Jeff Scanlon

Dear Sirs/Mesdames:

Re:
All-Canadian Resources Coporation (the "Fund")
Exemptive Relief Application under Part 15 of OSC Rule 41-501 General Prospectus Requirements ("Rule 41-501")
Application No. 882/06, SEDAR Project No. 973709

By letters dated November 8, 2006 and December 8, 2006 (collectively the "Application"), the Fund applied to the Director of the Ontario Securities Commission (the "Director") pursuant to section 15.1 of Rule 41-501 for relief from the operation of subsection 14.1(2) of Rule 41-501, which prohibits an issuer from filing a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Fund's prospectus, subject to the condition that the prospectus be filed no later than January 31, 2007.

Yours very truly,

"Leslie Byberg"
Manager, Investment Funds Branch