/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
Shares Issued: 59,135,492
THUNDER BAY, ON, April 4 /CNW/ - Premier Gold Mines Limited. ("Premier")
(PG:TSX) is pleased to announce that it has entered into an agreement with
Westwind Partners Inc. as lead underwriter on behalf of a syndicate of
underwriters (collectively, the "Underwriters") to sell, on a bought deal
private placement basis, 1,600,000 flow-through subscription receipts ("FT
Receipts") at a price of C$3.25 per FT Receipt and 2,000,000 subscription
receipts ("Subscription Receipts") at a price of C$2.50 per Subscription
Receipt (the FT Receipts and Subscription Receipts collectively the
"Securities") in the capital of Premier Gold Mines Limited (the "Company"),
for aggregate gross proceeds of approximately C$10,200,000. The securities
issuable under the private placement are subject to a four month hold period
from the closing date.
Each FT Receipt will be automatically exchanged, for no additional
consideration, for one flow-through common share of the Company ("Flow-Through
Share") and each Subscription Receipt will be automatically exchanged, for no
additional consideration, for one unit (a "Unit") in the capital of the
Company, immediately following execution by both parties of a formal Joint
Venture Agreement (the "JV Agreement") between the Company and Goldcorp Inc.
(as outlined in the Company's press release dated December 4, 2006).
Notwithstanding the foregoing, if the JV Agreement is executed prior to the
closing of the Offering (as hereinafter defined), the Company will issue
Flow-Through Shares and Units rather than FT Receipts and Subscription
Receipts and the terms hereof will be deemed to be amended accordingly.
The net proceeds of the offering will be held in escrow pending execution
of the JV Agreement. If the JV Agreement is not signed by May 30, 2007,
investors will have the option of receiving either the securities underlying
their FT Receipts and Subscription Receipts or a refund of their subscription
Each Unit is comprised of one common share ("Common Share") in the
capital of the Company, and one half of one share purchase warrant
The Underwriters will have the option to sell up to an additional
2,000,000 Subscription Receipts or Units, as applicable, at a price of C$2.50
per Subscription Receipt or Unit ("Underwriters' Option"), which option may be
exercised at any time in whole or in part by the Lead Underwriter by notice in
writing to the Company no later than 7:30pm (Toronto time) on the second
business day prior to the Closing Date.
Goldcorp Inc. (TSX: G) has indicated that it will purchase up to 20% of
the financing, as per their right pursuant to the terms of the Red Lake Joint
Premier plans to use the net proceeds for exploration and development of
current projects, acquisitions and general corporate purposes. The gross
proceeds from the sale of the Flow Through Shares will be used for general
exploration expenditures, which will constitute Canadian exploration expenses
(as defined in the Income Tax Act (Canada)) and will be renounced for the 2007
The Underwriters shall receive compensation comprised of cash and broker
warrants upon closing of the offering.
The offering is scheduled to close on or about April 24, 2007 and is
subject to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the TSX. The securities to
be issued under this offering will be offered by way of private placement
exemptions in all the provinces of Canada, offshore including in the United
Kingdom pursuant to applicable exemptions and in the United States on a
private placement basis pursuant to an exemption from the registration
requirements of the United States Securities Act of 1933, as amended.
The securities being offered have not, nor will they be registered under
the United States Securities Act of 1933, as amended, and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption from the U.S.
registration requirements. This release does not constitute an offer for sale
of securities in the United States.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Premier Gold Mines Limited is a Canadian-based mineral exploration and
development company with diverse property holdings that include several
projects and deposits in Northwestern Ontario and a joint venture in Mexico.
In the Red Lake gold mining camp, two of these are operated in joint venture
with Goldcorp Inc. (TSX:G). A strategic project is also located on the main
Musselwhite Gold Mine trend (Goldcorp-Kinross).
The statements made in this Press Release may contain forward-looking
statements that may involve a number of risks and uncertainties. Actual events
or results could differ materially from the Company's expectations and
For further information:
For further information: Ewan Downie, President & CEO, Phone: (807)
346-1390, Fax: (807) 345-0284, e-mail: firstname.lastname@example.org, Web Site: