Goldstone Resources fka GRC

[NYBob]

Premier Gold Subsidiary and Bridgeport Ventures complete business combination to form Premier Royalty Inc.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=82541532

Premier Gold Subsidiary and Bridgeport Ventures complete business combination to form Premier Royalty Inc.

PG:TSX
BPV:TSX

THUNDER BAY, ON, Dec. 5, 2012 /CNW/ -

PREMIER GOLD MINES LIMITED
(PG:TSX) ("Premier Gold") and

BRIDGEPORT VENTURES INC.
(BPV:TSX) ("Bridgeport")

are pleased to announce that they have completed their previously
announced business combination (the "Transaction") of
Premier Gold's royalty subsidiary and Bridgeport to form a
new publicly traded entity,
Premier Royalty Inc.
("Premier Royalty"), continuing under symbol BPV:TSX.

Premier Royalty's common shares and certain warrants have been
conditionally approved to trade on the Toronto Stock Exchange
("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 & CEO of Premier Royalty Inc.,
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
post-consolidation share (a "Premier Royalty Share") for every
four pre-consolidation shares;

Premier Royalty issued 0.375 of a warrant (each whole warrant, a
"Premier Royalty Warrant") for each Premier Royalty Share held by
shareholders of record as at 12:01 a.m. (Toronto time) on
December 4, 2012.
Each whole Premier Royalty Warrant is exercisable at a price of
$2.00 per Premier Royalty Share for a period commencing on
June 4, 2013 and ending on December 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 Corporation, $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 ("Class II
Warrants"), with each Class II Warrant exercisable at a price of
$2.00 per Premier Royalty Share until October 7, 2014.
Premier Gold currently owns approximately 33.7 million
Premier Royalty Shares, representing approximately 53.5% 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. Hugh 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 5 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 Corporation,
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 Corporation
becoming a wholly-owned subsidiary of Premier Royalty; and
Approximately 16.61 million Premier Royalty Shares and
approximately 8.07 million warrants to purchase
Premier Royalty Shares were issued to former convertible
debenture holders of Premier Royalty Corporation 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% 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 Shares 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 & CEO 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
www.sedar.com.

About Premier Royalty Inc.

Premier Royalty Inc. features a high quality cash-flowing royalty
portfolio on several remarkable gold mines including:

1.5% NSR on the new (Q4/2012) Emigrant Springs Mine operated by
Newmont on the Carlin Trend in Nevada, USA

1% NSR on the new (Q1/2012) Thunder Creek Deposit of the Timmins
West Mine operated by Lake Shore Gold Mines in Timmins, Canada

1% NSR on the venerable Buffelsfontein Mine operated by
Village Main Reef in South Africa

1% NSR on the Mine Waste Solutions (MWS) tailings processing
facility operated by AngloGold Ashanti in South Africa

1% NSR on the new (2010) Gualcamayo Mine operated by
Yamana Gold in San Juan Province, Argentina

Premier Royalty Inc.
also has a number of promising earlier stage exploration and
development royalties in its growth pipeline and is actively
assessing other potential royalty acquisitions and corporate
development opportunities in stable jurisdictions.

About Premier Gold Mines Limited

Premier Gold Mines Limited
is one of North America's leading exploration and development
companies with a high-quality pipeline of projects focused in
proven, safe and accessible mining jurisdictions in Canada and
the United States.
Premier Gold's portfolio includes significant assets in world
class gold mining districts including Red Lake, Musselwhite and
Geraldton in Ontario and the Carlin and Battle Mountain Trends in
Nevada.

With the completion of the Transaction involving
Premier Royalty Corporation, Premier Gold is set to become the
largest shareholder in the market's next royalty vehicle.
Premier Gold's share position in Premier Royalty Inc. provides
Premier Gold with a strong balance sheet of approximately $170
million in cash and investments and allows Premier Gold
flexibility to advance its projects and peruse attractive
opportunities that current market conditions may provide.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration or an applicable exemption from U.S. registration requirements.

http://www.premiergoldmines.com/s/videos.asp

Premier Gold Mines Limited Presentatiopn Denver -

http://static.gowebcasting.com/documents/files/events/event_000011

07_8EI7kWwN.pdf

http://www.denvergoldforum.org/dgf12/webcast/webcast-day-1.html

Ewan Downie, President & CEO
Phone: [phone]
Fax: [phone]
e-mail: [e-mail]
Web Site:
http://www.premiergoldmines.com


Premier Gold Mines Ltd. (TSE:PG)

http://www.premiergoldmines.com/s/Home.asp

http://www.premiergoldmines.com/i/pdf/Nov-2011.pdf

http://www.premiergoldmines.com/i/pdf/PG-MainPPT-Nov2011.pdf

http://www.premiergoldmines.com/s/RedLake.asp

http://www.premiergoldmines.com/s/Rahill-Bonanza.asp

http://www.premiergoldmines.com/s/EastBay.asp

http://www.premiergoldmines.com/s/Hardrock.asp

http://www.premiergoldmines.com/s/KeyLake.asp

http://www.premiergoldmines.com/s/Brookbank.asp

http://www.premiergoldmines.com/s/NorthernEmpire.asp

http://www.premiergoldmines.com/s/Leitch-Sandriver.asp

http://www.premiergoldmines.com/s/Nortoba-Tyson.asp

http://www.premiergoldmines.com/s/PQNorth.asp

http://www.premiergoldmines.com/s/Saddle.asp

http://www.premiergoldmines.com/s/GoldenEdge.asp

http://www.premiergoldmines.com/s/SantaTeresa.asp

http://www.premiergoldmines.com/s/Royalties.asp

http://www.premiergoldmines.com/i/pdf/Royalties.pdf

http://www.premiergoldmines.com/s/Home.asp

http://www.premiergoldmines.com/s/NewsReleases.asp

http://www.premiergoldmines.com/s/Presentations.asp

http://www.premiergoldmines.com/i/pdf/PG-Dec-2011.pdf

http://www.premiergoldmines.com/s/RelatedSites.asp

http://www.premiergoldmines.com/s/Events.asp

http://tmx.quotemedia.com/quote.php?qm_symbol=pg&locale=EN

http://tmx.quotemedia.com/quote.php?qm_symbol=PIRGF:US

http://www.premiergoldmines.com/s/QwikReport.asp

http://investorshub.advfn.com/boards/board.aspx?board_id=10569
God Bless