PREMIER GOLD MINES LIMITED (TSX:PG) (“Premier”, “the Company”) announces that as a result of comments received from independent proxy advisory agencies, it has made amendments to its proposed restricted share unit plan (the “RSU Plan”) and deferred share unit plan (the “DSU Plan” and together with the RSU Plan, the “Plans”) in order to continue to align the Company with leading governance practices. The Plans will be submitted to shareholders for approval at the annual and special meeting of shareholder of the Company scheduled for June 25, 2015 (the “Meeting”). A copy of each amended Plan will be available for review under the Company’s issuer profile on www.sedar.com.
Non-Employee Director Limits
Each of the proposed Plans has been amended to provide that the aggregate number of securities granted under all security-based compensation arrangements of the Company to any one non-employee director within any one-year period shall not exceed a maximum value of $150,000 worth of securities. The value of securities granted under all security based compensation arrangements of the Company shall be determined using a generally-accepted valuation model.
In addition, each of the proposed Plans has been amended to provide that the maximum number of common shares of the Company (“Shares”) reserved for issuance to non-employee directors pursuant to all security-based compensation arrangements of the Company shall not exceed 1% of the Shares issued and outstanding from time to time.
For the purposes of the foregoing provisions, the aggregate number of securities granted under all security-based compensation arrangements of the Company will be calculated without reference to the initial securities granted under such arrangements to a person (who was not previously an insider of the Company) upon such person becoming a director of the Company; however, the aggregate number of securities granted under all security-based compensation arrangements of the Company in this initial grant to any one non-employee director shall not exceed a maximum value of C$150,000 worth of securities.
Each of the Plans has also been amended to require shareholder approval for any amendments to the foregoing limits imposed on non-employee directors and for any changes to either Plan that amend such Plan’s amendment provisions.
Recommendation of Board of Directors
The board of directors of the Company unanimously recommends that shareholders vote IN FAVOUR OF approving each of the proposed RSU Plan and the proposed DSU Plan, as amended, at the Meeting.
All shareholders are encouraged to submit their proxies prior to the June 23, 2015, 5:00 p.m. (EDT) proxy deposit deadline.
Voting by Registered Shareholders
Registered shareholders who have already deposited their proxies and wish to change their vote on these matters should contact the Company’s transfer agent, TMX Equity Transfer Services Inc. at Suite 300, 200 University Avenue, Toronto, Ontario, M5H 4H1, Fax: (416) 595-9593, Toll-free: 1-866-393-4891, to obtain further instructions on how to deposit a new proxy prior to the proxy deposit deadline. Registered shareholders who have voted by internet or facsimile can change their vote by voting again in the same manner.
Voting by Non-Registered Shareholders
Non-registered (beneficial) shareholders who have already deposited their voting instruction forms and wish to change their vote on these matters should contact the person who services their account immediately to obtain further instructions on how to change their vote. Non-registered (beneficial) shareholders who have voted by internet or facsimile can change their vote by voting again in the same manner.
Premier Gold Mines Limited is one of North America’s leading exploration and development companies with a high-quality pipeline of gold projects focused in proven, safe and accessible mining jurisdictions in Canada and the United States. The Company is fully financed with a portfolio of advanced-stage assets in world class gold mining districts such as Red Lake and Geraldton in Ontario and the most prolific gold trends in Nevada.
This Press Release contains certain information that may constitute “forward-looking information” under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information regarding strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives.. Forward-looking information is necessarily based upon a number of 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 risks inherent to the mining industry, adverse economic and market developments 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. Premier 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.