Here is how it played out...
Premier Gold, Bridgeport close Premier Royalty deal
2012-12-05 07:13 ET - News Release
Also News Release (C-BPV) Bridgeport Ventures Inc
Mr. Ewan Downie reports
PREMIER GOLD SUBSIDIARY AND BRIDGEPORT VENTURES COMPLETE BUSINESS COMBINATION TO FORM PREMIER ROYALTY INC.
Premier Gold Mines Ltd. and Bridgeport Ventures Inc. have completed their previously announced business combination of Premier Gold's royalty subsidiary and Bridgeport to form a new publicly traded entity, Premier Royalty Inc., continuing under symbol BPV on the Toronto Stock Exchange.
Premier Royalty's common shares and certain warrants have been conditionally approved to trade on the TSX under the symbols NSR, NSR.WT and NSR.WT.A, respectively. This change is expected to be implemented next week under separate announcement.
Abraham Drost, president and chief executive officer of Premier Royalty, stated: "With a number of cash-flowing royalties in place and a pipeline of earlier-stage royalty assets, the close of this transaction marks a promising launch for Premier Royalty Inc. and a fruitful outcome for Bridgeport and Premier Gold. We look forward to maintaining a track record of growth organically and through the acquisition of additional cash-flowing and near-term cash-flowing royalties with a focus on stable jurisdictions in the Americas and elsewhere."
In connection with the transaction:
- Bridgeport's name was changed to "Premier Royalty Inc."
- All existing directors and management of Bridgeport resigned, other than Hugh Snyder and Shastri Ramnath, who are continuing as directors of Premier Royalty. Ewan Downie, Abraham Drost, George Faught, Steven Filipovic, Howard Katz and Julie Lassonde have been appointed as directors of Premier Royalty.
- Common shares of Bridgeport were consolidated on the basis of one postconsolidation share for every four preconsolidation shares.
- Premier Royalty issued 0.375 of a warrant for each Premier Royalty share held by shareholders of record as at 12:01 a.m. (Toronto time) on Dec. 4, 2012. Each whole Premier Royalty warrant is exercisable at a price of $2 per Premier Royalty share for a period commencing on June 4, 2013, and ending on Dec. 4, 2016, subject to early expiry upon the occurrence of certain events.
- All existing Bridgeport options will be terminated on or prior to March 4, 2013. The terms of the warrants of Bridgeport existing prior to the effective time of the transaction have been adjusted to reflect the consolidation of Bridgeport common shares and the distribution of Premier Royalty warrants upon the exercise of such warrants.
- Premier Royalty has agreed to repay, on behalf of Premier Royalty Corp., $8-million of the $28-million (plus interest) outstanding balance on the convertible bridge loan facility issued to Premier Gold, which converted the remaining amount outstanding into approximately 14.7 million Premier Royalty shares, approximately 5.5 million Premier Royalty warrants and approximately 1.46 million warrants, with each Class II warrant exercisable at a price of $2 per Premier Royalty share until Oct. 7, 2014. Premier Gold currently owns approximately 33.7 million Premier Royalty shares, representing approximately 53.5 per cent of the issued and outstanding Premier Royalty shares.
- Pursuant to the policies of the TSX, all of the Premier Royalty shares and warrants to acquire Premier Royalty shares held by Premier Gold and Mr. Snyder are subject to escrow, one-quarter of which were immediately released from escrow and one-quarter of the balance will be released from escrow every six months over the next 18 months. In the event the market capitalization of Premier Royalty is greater than $100-million for at least five trading days after the Premier Royalty shares begin trading on the TSX under the symbol NSR, the TSX may permit the early release of the Premier Royalty shares and warrants from escrow.
- All common shares of Premier Royalty Corp., including approximately 33.7 million common shares held by Premier Gold, were exchanged for Premier Royalty shares on a one-for-one basis, resulting in Premier Royalty Corp. becoming a wholly owned subsidiary of Premier Royalty.
- Approximately 16.61 million Premier Royalty shares and approximately 8.07 million warrants to purchase Premier Royalty shares were issued to former convertible debentureholders of Premier Royalty Corp. and to certain vendors of royalty interests.
As a result of the transaction, there are approximately 62.9 million Premier Royalty shares outstanding (on a non-diluted basis), of which approximately 12.6 million Premier Royalty shares, representing approximately 20.1 per cent of the outstanding Premier Royalty shares, are held by Bridgeport shareholders of record immediately prior to the completion of the transaction.
Premier Gold has acquired the approximately 33.7 million Premier Royalty shares, 5.5 million Premier Royalty warrants and 1.46 Class II warrants for investment purposes. Premier Gold may purchase or sell (subject to escrow restrictions) securities of Premier Royalty in the future on the open market or in private transactions depending on market conditions and other factors material to the investment decisions of Premier Gold. Ewan Downie, president and chief executive officer of Premier Gold, may be contacted for a copy of the early warning report which will be filed by Premier Gold on Premier Royalty's profile on SEDAR. |
