Premier Gold announces sale of shares and warrants of Premier Royalty

Premier Gold announces sale of shares and warrants of Premier Royalty 
Shares Issued: 149,027,712 
THUNDER BAY, ON, Jan. 29, 2013 /CNW/ - PREMIER GOLD MINES LIMITED (TSX:PG) 
("Premier Gold" or the "Company") is pleased to announce that it has entered 
into a share purchase agreement (the "Agreement") with Sandstorm Gold Ltd. 
("Sandstorm") pursuant to which Sandstorm will acquire 33,655,821 common 
shares (the "Common Shares") and 6,965,676 warrants (the "Warrants") of 
Premier Royalty Inc. ("Premier Royalty" or "NSR") from Premier Gold, 
representing Premier Gold's entire position in Premier Royalty. The Warrants 
are exercisable to acquire one common share of Premier Royalty at a price of 
$2.00. 5,508,176 of such Warrants expire on December 4, 2016 (subject to 
expiry acceleration provisions) and 1,457,500 Warrants expire on October 7, 
2014. This deposition of a non-core asset further bolsters Premier Gold's 
already strong treasury and will allow the Company to focus its efforts on 
advancing its high quality project portfolio. 
Pursuant to the terms of the Agreement, each one Common Share and 0.207 of a 
Warrant (together, a "Premier Royalty Unit") will be transferred to Sandstorm 
at a price of $2.10 per Premier Royalty Unit, representing a total 
consideration of $70,677,224. The total consideration for the Premier Royalty 
Units will be satisfied by the issuance of 5,604,277 special warrants in the 
capital of Sandstorm (subject to the approval of the Toronto Stock Exchange), 
each being exercisable for no additional consideration into one common share 
of Sandstorm in accordance with the terms thereof. In connection with the 
transaction, Sandstorm has also provided Premier Gold with a temporary six 
month credit facility up to US$70 million, which will bear interest at a 0.3% 
premium to the interest rate that Sandstorm would be charged by its lenders if 
funds were drawn from its revolving debt facility. 
The sale of Premier Royalty Common Shares and Warrants will result in a gain 
of more than $35 million for Premier Gold following the creation of Premier 
Royalty approximately 14 months ago. The Agreement contains a top up 
provision whereby if Sandstorm acquires 100% of the remaining issued and 
outstanding securities of Premier Royalty on or before the 18 month 
anniversary of the execution of the Agreement (the "Subsequent Acquisition") 
and the average price of the securities of Premier Royalty purchased through 
the Subsequent Acquisition is greater than the per unit price paid by 
Sandstorm under the Agreement, Sandstorm must pay Premier Gold an amount that 
is equal to the difference between the per unit price paid under the 
Agreement, and the average price of the voting securities of Premier Royalty 
that Premier Gold would have received if Premier Gold sold the Common Shares 
and Warrants to Sandstorm pursuant to the Subsequent Acquisition. 
"Sandstorm has done an excellent job growing its group of companies and is in 
a better position to assist NSR in developing its portfolio. This sale will 
provide Premier Royalty access to greater opportunity and resources, while 
allowing Premier Gold Mines to crystalize a gain that started from a portfolio 
of royalties that was given little or no value." stated Ewan Downie, "Premier 
Gold Mines now finds itself in the currently uncommon position in this market 
environment of having the resources to not only continue its aggressive 
development strategy but also the financial means to capitalize on the right 
opportunity should it present itself." 
Premier Gold holds several strategic assets in safe, accessible, mining 
jurisdictions that include several of the premier gold assets in North 
America. Management is committed to building an industry-best team with 
substantial mineral exploration and mine development experience with the 
financial capability to grow its business and successfully transition from 
explorer to developer. In the past 12 months, Premier Gold has made several 
key management additions including Mr. Ebe Scherkus as Director and Chairman, 
Paul-Henri Girard as Senior Mining Advisor, and Claude Lemasson as Director. 
With cash and investments of more than $150 million, Premier Gold is in an 
enviable position of being able to aggressively advance its multiple projects 
which will include the largest budget in company history of approximately $30 
million being spent in 2013 on exploration and development. 
Premier Gold recently provided an updated resource estimate for the Company's 
100% owned Trans-Canada Project that demonstrates a substantial project with 
gold mineral resources in multiple deposits with 775,000 ounces in the 
measured category, 3.34 million ounces in the indicated category and 3.65 
million ounces in the inferred category. Preliminary mine modeling concepts 
for the Brookbank and Hardrock deposits are being worked in advance of a 
planned PEA later in 2013. Premier Gold has received Environmental 
Compliance Approval and a Permit to Take Water from the Ontario Ministry of 
the Environment, important steps for the potential advancement of the 
Trans-Canada Project. The Trans-Canada project benefits from substantial 
infrastructure advantages given its location on the Trans-Canada highway with 
existing power lines on the project site. 
2013 will also mark a year of an aggressive expansion and delineation drill 
program at the Cove Gold Project in Nevada where an initial resource is 
expected in late 2013. Permitting is also underway to allow for further 
resource expansion which will lead into Advanced Exploration including 
potential underground access to the high-grade mineralized zones currently 
being targeted by surface drilling. 
At Red Lake, underground drilling is being accelerated from the tram 
development currently being excavated through the Rahill-Bonanza joint venture 
project. Early drilling has identified favourable geology, mineralization 
and structures on the JV property. 
Stephen McGibbon, P. Geo., is the Qualified Person for the information 
contained in this press release and is a Qualified Person within the meaning 
of National Instrument 43-101. 
Premier Gold Mines Limited is one of North America's leading exploration and 
development companies with a high-quality pipeline of gold projects focused in 
proven, safe and accessible mining jurisdictions in Canada and the United 
States. The Company is fully financed with approximately $150 million in 
cash and investments, no debt and a portfolio of advanced-stage assets in 
world class gold mining districts such as Red Lake, Musselwhite and Geraldton 
in Ontario and the most prolific gold trends in Nevada. 
This Press Release contains certain information that may constitute 
"forward-looking information" under applicable Canadian securities 
legislation. Forwardlooking information includes, but is not limited to, 
statements about strategic plans, including future operations, future work 
programs, capital expenditures, discovery and production of minerals, price of 
gold and currency exchange rates, timing of geological reports and corporate 
and technical objectives. Forwardlooking information is necessarily based upon 
a number of assumptions that, while considered reasonable, are subject to 
known and unknown risks, uncertainties, and other factors which may cause the 
actual results and future events to differ materially from those expressed or 
implied by such forward-looking information, including the risks inherent to 
the mining industry, adverse economic and market developments and the risks 
identified in Premier Gold's annual information form under the heading "Risk 
Factors". There can be no assurance that such information will prove to be 
accurate, as actual results and future events could differ materially from 
those anticipated in such information. Accordingly, readers should not place 
undue reliance on forward-looking information. All forward-looking information 
contained in this press release is given as of the date hereof and is based 
upon the opinions and estimates of management and information available to 
management as at the date hereof. Premier Gold disclaims any intention or 
obligation to update or revise any forward-looking information, whether as a 
result of new information, future events or otherwise, except as required by 
law. 
Ewan Downie, President & CEO Phone: 807-346-1390 Fax: 807-346-0100 
e-mail:Info@premiergoldmines.com Web Site:www.premiergoldmines.com 
SOURCE: Premier Gold Mines Limited 
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CO: Premier Gold Mines Limited
ST: Ontario
NI: MNG MNA  
-0- Jan/29/2013 14:00 GMT
 
 
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