Shares Issued: 59,140,492
THUNDER BAY, ON, April 25 /CNW/ - Premier Gold Mines Limited ("Premier"
or the "Company") (TSX:PG) is pleased to announce that it has sold 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 4,875,000 subscription
receipts ("Subscription Receipts"), after full exercise of the Underwriters'
option, at a price of C$2.50 per Subscription Receipt (the FT Receipts and
Subscription Receipts collectively the "Securities") in the capital of
Premier, for aggregate gross proceeds of C$17,387,500. The Securities issuable
under the private placement are subject to a four-month hold period from the
Westwind Partners Inc. acted as lead underwriter on behalf of a syndicate
of underwriters, including Canaccord Capital Corp. and Octagon Capital
Corporation (collectively, the "Underwriters").
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 if the Company and Goldcorp Inc. enter in to a formal Joint Venture
Agreement by May 30, 2007 (the "JV Agreement") (as outlined in the Company's
press release dated December 4, 2006).
Each Unit is comprised of one common share ("Common Share") in the
capital of the Company, and one half of one share purchase warrant
("Warrant"). Each Warrant will entitle the holder to purchase one common share
in the capital of the Company at an exercise price of $2.70 for a period of 18
months from the closing date.
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,
receiptholders will have the option of receiving either the securities
underlying their FT Receipts and Subscription Receipts or a refund of their
Receiptholders also have the option of exchanging their FT Receipts or
Subscription Receipts for Flow-Through Shares or Units in advance of the
execution of the JV Agreement with the applicable portion of the escrowed
funds attributable to such exercise being released to the Company.
If the JV Agreement is not signed by May 30, 2007, receiptholders will be
deemed to have exchanged their FT Receipts for Flow-Through Shares or
Subscription Receipts for Units, unless they exercise their refund right and
notify the Company's subscription receipt agent, and the Company by 5:00 p.m.
(Toronto time) on June 14, 2007 that they wish to have returned to them out of
the escrowed funds, and to the extent required, out of the general funds of
the Company, an amount equal to the subscription price multiplied by the
number of FT Receipts or Subscription Receipts held, together with their pro
rata share of interest accrued and received on the escrowed funds.
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 received compensation comprised of cash and broker
warrants upon closing of the offering.
Goldcorp Inc. (TSX:G) purchased 1,370,000 Subscription Receipts
representing 20% of the gross proceeds of the offering.
The Securities were issued under this offering by way of private
placement exemptions in the provinces of British Columbia, Ontario and Quebec,
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 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.
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
For further information:
For further information: Ewan Downie, President & CEO, Phone: (807)
346-1390, Fax: (807) 345-0284, e-mail: email@example.com, Web