Premium Exploration Inc.

Premium Exploration Inc.

June 18, 2010 18:26 ET

Premium Exploration Enters Into Merger Agreement With Clearwater Mining Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 18, 2010) - Premium Exploration Inc. (TSX VENTURE:PEM) (the "Company") is pleased to announce that its wholly-owned subsidiary, Premium Exploration USA, Inc. ("Premium USA") has executed an Agreement and Plan of Merger (the "Agreement") with Clearwater Mining Corporation ("Clearwater") dated effective June 17, 2010. Under the Agreement, Clearwater will be merged with Premium USA, subject to approval by the TSX Venture Exchange (the "TSXV") (the transactions contemplated by the Agreement is hereby referred to as the "Transaction").

Clearwater is the 100% owner of four gold prospects: the Buffalo Gulch (held through Clearwater's wholly-owned subsidiary Elk City Mining Company ("Elk City"), Friday-Petsite, Deadwood and Dixie Projects, all located on the Orogrande Shear Zone in central Idaho. The Buffalo Gulch Project is located near the north end of the Orogrande Shear Zone and is comprised of 107 unpatented quartz lode mining claims. The Friday-Petsite Project is located near the south end of the Orogrande Shear Zone. The Deadwood and Dixie Projects are early-stage gold exploration targets. Additional information about these properties is disclosed in the Company's technical report dated January 22, 2008 and revised May 27, 2010, which was filed on SEDAR and is available at

The parties to the Agreement are: Premium USA; Clearwater; Clearwater shareholders Rod Nicholls and Ellen Steiner; and the Company.

Under the Agreement, in exchange for agreeing to merge Clearwater into Premium USA, the shareholders of Clearwater will receive an aggregate total of 3,000,000 common shares of the Company (subject to a 4-month hold period) along with a 1% Net Smelter Returns royalty ("NSR") on the Friday-Petsite Project. The NSR is payable quarterly on commencement of commercial production of gold from the Friday-Petsite Project up to a total of US$3,000,000 in royalty payments. No finder's fees are payable for this merger.

Concurrent with the Transaction, the Company has also revised the royalty agreement with Kria Resources Ltd ("Kria") and Valencia Ventures Inc. ("Valencia") both headquartered in Toronto, Canada. The revised royalty agreement (the "Royalty Agreement") replaces the 2007 agreement among Clearwater, Kria and Valencia governing the acquisition of the Buffalo Gulch Project. Under the Royalty Agreement, the Company is to pay Kria $585,000 (in cash or shares), $500,000 to Valencia (cash or shares) and a 0.75% NSR on the Buffalo Gulch Project each to Kria and Valencia upon commercial production.

Due to the fact that Ellen Steiner, wife of the Company's Director and President Del Steiner, is a shareholder of Clearwater, the Transaction is a related party transaction.

The Transaction is being approved by all of the directors who are not interested parties in the Transaction and Del Steiner has disclosed to them his interest in the Transaction. The Transaction is also exempt from formal valuation requirements and minority shareholder approval under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions as the fair market value of the Transaction only represents less than 4.4% of the Company's market capitalization, which is well below the 25% market capitalization threshold for such requirements. This transaction is intended to qualify as a tax-free reorganization pursuant to the United States Internal Revenue Code.

In addition, the Company expects that the Transaction will be completed well within 21 days of the date of this news release to avoid delay in completion of the private placement previously announced on June 9, 2010 since the private placement is subject to completion of the Transaction. The Company also intends to apply for a waiver from the requirement to provide certain filings to the TSXV in connection with the Transaction under the TSXV's reviewable acquisition procedure as the Company believes it has satisfactory evidence of value and other documentation that would be satisfactory under the policies of the TSXV.

About Premium Exploration Inc.

Premium Exploration Inc. (TSX VENTURE:PEM) explores and develops North American gold, silver, Platinum and Palladium. Our team is committed to unlocking mineral wealth for our shareholders by discovering, developing, and permitting precious metals assets to production. For additional information, please visit us at

This press release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Security Exchange Act of 1934, and involves a number of risks and uncertainties. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the TSX Venture Exchange and the British Columbia Securities Commission. All statements, other than of historical fact, included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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