Premier Gold Mines (PG.TSX) announced that it has entered into a definitive agreement with Bridgeport Ventures Inc whereby Bridgeport will acquire Premier Gold’s wholly-owned subsidiary, Premier Royalty Corporation. The Canadian-based gold company noted that the Board of Directors of Bridgeport has unanimously approved the transaction and all directors and senior officers of Bridgeport and certain shareholders of Bridgeport, collectively holding approximately 34% of the issued and outstanding common shares, have entered into lock-up and support agreements and have agreed to vote their Bridgeport Shares in favor of the deal at the annual and special meeting of shareholders of Bridgeport.
Premier Gold Mines previously provided a bridge loan facility to Premier Royalty in connection with the acquisition by Premier Royalty of certain royalties. In addition to stipulated cash payback provisions at 8% interest ( $8 million on closing and the balance within one year), Premier Gold has a one-time right to effectively convert all or a portion of the bridge loan into units of Bridgeport at a price of $1.40 per unit (on a post-consolidation basis) at or prior to closing. Each Bridgeport unit shall consist of one post-consolidation Bridgeport share and 0.375 of a Bridgeport warrant.
* The combined company (New Bridgeport) is expected to change its name to Premier Royalty Inc
* All existing directors and management of Bridgeport will resign, other than Hugh Snyder and Shastri Ramnath who will continue as directors of New Bridgeport
* Premier Gold will have the right to nominate six of the eight directors of New Bridgeport and the new management team shall be set by Premier Gold
* The transaction is expected to close in the fall of 2012
Abraham Drost , Chairman of Premier Royalty:
“Premier Royalty’s planned business combination with Bridgeport forms our awaited go-public event. The move will provide additional cash and equity capital for new royalty acquisitions and complement a strong shareholder base which will help advance the company’s growth plans significantly.”
Shastri Ramnath, Bridgeport President and CEO:
“The acquisition of Premier Royalty by Bridgeport will expose Bridgeport shareholders to a well-managed company with a diversified portfolio of gold royalty assets, many of which are in production and operated by prominent gold producers and will form the core of a business with excellent growth potential, particularly in the current economic climate.”
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