Common Shares

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THUNDER BAY, ONTARIO--(Marketwire - Feb. 6, 2012) -


THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.



Premier Gold Mines Limited ("Premier" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets (collectively the "Underwriters") to purchase 9,000,000 common shares (the "Common Shares") at $5.75 per Common Share for gross proceeds of $51.75 million (the "Offering"). The Company has granted the underwriters an option to purchase up to an additional 15% of the Common Shares, exercisable in whole or in part, at any time prior to the 30th day following the Closing Date.


The net proceeds of the Common Share Offering will be used to fund Premier's exploration and development activities, and for general corporate purposes.


The Offering is expected to close on or about February 27, 2012 and is subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals including the approval of the Toronto Stock Exchange.



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


This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about the expected closing of the Offering, the use of proceeds from the Offering and the other terms of the Offering, strategic plans, spending commitments, future operations, future work programs and objectives. Forward-looking information is necessarily based upon a number of estimates and 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 fact that regulatory approvals required in connection with the Offering will not be received, or that the other conditions of closing of the Offering will not be met, and the risks identified in Premier'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. The Company 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.



Schedule D - Indemnity



In connection with the engagement (the "Engagement") of RBC Dominion Securities Inc. ("RBC"), a member company of RBC Capital Markets, pursuant to an engagement letter (the "Engagement Letter") between RBC and Premier Gold Mines Limited (the "Company") to which this Schedule D is attached, the Company agrees to indemnify and hold harmless RBC, each of its subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, each other person, if any, controlling RBC or any of its subsidiaries, affiliates and each shareholder of RBC (collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), from and against any and all losses (other than loss of profits), expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel (collectively, the "Losses") that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the "Claims") insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Engagement. The Company agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any person asserting Claims on behalf of or in right of the Company for or in connection with the Engagement except to the extent any Losses suffered by the Company are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted primarily from the negligence or wilful misconduct of such Indemnified Party. The Company will not, without RBC's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless the Company has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.


Promptly after receiving notice of a Claim against RBC or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, RBC or any such other Indemnified Party will notify the Company in writing of the particulars thereof, provided that the omission so to notify the Company shall not relieve the Company of any liability which the Company may have to RBC or any other Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defense of such Claim or results in any material increase in the liability which the Company has under this indemnity. The Company shall have 14 days after receipt of the notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense of the Claim. If the Company undertakes, conducts and controls the settlement or defense of the Claim, the relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim at its own cost.


The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such Losses to which the Indemnified Party may be subject were primarily caused by the negligence or wilful misconduct of the Indemnified Party.


If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to RBC or any other Indemnified Party or insufficient to hold RBC or any other Indemnified Party harmless in respect of a Claim, the Company shall contribute to the amount paid or payable by RBC or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and RBC or any other Indemnified Party on the other hand but also the relative fault of the Company, RBC or any other Indemnified Party as well as any relevant equitable considerations; provided that the Company shall in any event contribute to the amount paid or payable by RBC or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by RBC under the Engagement Letter.


The Company hereby constitutes RBC as trustee for each of the other Indemnified Parties of the Company's covenants under this indemnity with respect to those persons and RBC agrees to accept that trust and to hold and enforce those covenants on behalf of those persons.


The Company also agrees to reimburse RBC for the time spent by its personnel in connection with any Claim at reasonable per diem rates. RBC may retain counsel to separately represent it in the defense of a Claim, which shall be at the Company's expense if (i) the Company does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim, (ii) the Company agrees to separate representation or (iii) RBC is advised by counsel that there is an actual or potential conflict in the Company's and RBC's respective interests or additional defenses are available to RBC, which makes representation by the same counsel inappropriate.


The obligations of the Company hereunder are in addition to any liabilities which the Company may otherwise have to RBC or any other Indemnified Party.




FOR FURTHER INFORMATION PLEASE CONTACT: Ewan Downie
Premier Gold Mines Limited
President & CEO
807-346-1390
807-346-0100 (FAX)
Info@premiergoldmines.com
http://www.premiergoldmines.com/">www.premiergoldmines.com