Premier Gold Mines (PG.TSX) announced the closing of a private placement by its wholly-owned subsidiary, Premier Royalty Corporation, of $11.5 million in convertible debentures of Premier Royalty. The debentures accrue interest at a rate of 8% per annum and mature on May 31, 2013 unless, among other things, they are automatically converted as a result of the occurrence of a going public transaction by Premier Royalty, including the closing of the previously announced business combination transaction involving Premier Royalty and Bridgeport Ventures.
Premier Gold Mines noted that upon completion of the Bridgeport Transaction the principal amount outstanding under the Convertible Debentures together with all accrued interest thereon will be converted into units of Bridgeport at a conversion price of $0.35 per unit (on a pre-consolidated basis), with each unit consisting of one common share of Bridgeport and 0.375 of a Bridgeport warrant (on a pre-consolidated basis). Each whole warrant will be exercisable at a price of $0.50 (each on a pre-consolidated basis) for a period beginning on the date that is six months after the completion of the Bridgeport transaction and ending on the date that is four years following completion of the Bridgeport transaction.
* The debentures also provides that in the event of a different going public transaction for Premier Royalty prior to the maturity date of the debentures, the whole of the principal amount outstanding under each debenture together with all accrued interest thereon will be converted into common shares of the resulting entity at a conversion price equal to 90% of the price per share that Premier Royalty or its securityholders receive on the creation, issuance and/or sale of such shares
* The proceeds of the Private Placement will be used for royalty acquisitions and working capital
* Premier Gold and Bridgeport have agreed to deal exclusively with each other until July 31, 2012
Abraham Drost, Chairman of Premier Royalty Corporation:
“We are gratified with the healthy demand and relatively rapid completion of this financing into Premier Royalty Corporation out of the box and in a tough market. It speaks to the quality of our precious metal royalty asset base and a growing recognition that Premier Royalty Corporation will become a significant new player on the royalty landscape.”
Shastri Ramnath, Bridgeport President and CEO:
“The acquisition of Premier Royalty by Bridgeport will expose Bridgeport shareholders to a well-managed corporation with a diversified portfolio of gold royalty assets, many of which are in production and operated by senior gold producers and will form the core of a business with excellent growth potential, particularly in the current economic climate.”
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