Premium Exploration Inc.

Premium Exploration Inc.

November 28, 2011 09:55 ET

Premium Exploration Enters Into Financing Arrangement for up to $7.5 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 28, 2011) -


Premium Exploration Inc. ("Premium" or the "Company") (TSX VENTURE:PEM)(OTCQX:PMMEF) is pleased to announce that it has entered into a financing agreement with a group of agents led by Alliance Industrial Securities Inc. and Casimir Capital Ltd. (the "Agents") for gross proceeds of up to $7.5 million through the sale of units (the "Units"). The Units will be priced in the context of the market.

The Units will be offered by way of short form prospectus in Canada, and may be offered in such other jurisdictions outside of Canada, including the United States, which are agreed to by the Company and the Agents, where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The Units will be comprised of one common share in the capital of the Corporation and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant entitles its holder to purchase one common share (each a "Warrant Share") over a period of 18 months at: priced in the context of the market.

The offering is being undertaken on a fully marketed basis by the Agents. The Agents will be paid a commission of 7.5% of the gross proceeds from the sale of Units. Completion of the offering is subject to the Corporation and the Agents entering into a formal agency agreement as well as receipt of the approval of the TSX Venture Exchange and other customary closing conditions.

The Company will grant the Agents an option, exercisable at the negotiated issue price for a period of 30 days following the closing of this offering, to purchase Units for up to an additional 15% of the maximum offering to cover over-allotments, if any.

Premium intends to use the net proceeds from the offering to advance exploration on its projects and for general corporate purposes.

The offering is scheduled to close in late December 2011.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States, absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.

About Premium Exploration Inc.

Premium Exploration Inc. (TSX VENTURE:PEM)(OTCQX:PMMEF) is focused on gold exploration at its district-sized Idaho Gold Project along the Orogrande Shear Zone in North-Central Idaho, USA. The "OSZ" is a +30 km regionally-significant trending structure with multiple known zones of gold mineralization, similar to many large gold belts, like the Carlin Trend in Nevada. Armed with a proven exploration strategy, advancing gold resources, and 30 Km of drill-ready targets, Premium is well positioned to create shareholder value through exploration and the development of this emerging gold district. 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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