Premier Royalty Inc. To Trade On Toronto Stock Exchange
Premier Royalty Inc. – The common shares (“Shares”); Adjusted October 2014 Warrants (“2014 Warrants”); and Adjusted Second December 2012 Warrants (“2012 Warrants”) of Premier Royalty Inc. (formerly Bridgeport Ventures Inc.) (the “Company”) will be listed and posted for trading in the Industrial category on a 1-for-4 consolidated basis (the “Consolidation”) at the opening on Tuesday, December 11, 2012 under the trading information set out below, in substitution for the presently listed common shares of Bridgeport Ventures Inc. (“Bridgeport”) (Symbol: BPV); the presently listed common share purchase warrants 2014 (Symbol: BPV.WT) of Bridgeport, and the presently listed common share purchase warrants 2012 (Symbol: BPV.WT.A) of Bridgeport.
New CUSIP: 74057B 10 2
Trading Currency: CDN $
New CUSIP: 74057B 12 8
Trading Currency: CDN $
Each whole 2014 Warrant entitles the holder to purchase one Share (Symbol: NSR) and 0.375 of an Arrangement Warrant (defined below) at a price of $2.00 on or before 5:00 pm (Toronto time) on October 7, 2014.
New CUSIP: 74057B 11 0
Trading Currency: CDN $
Each whole 2012 Warrant entitles the holder to purchase one Share (Symbol: NSR) and 0.375 of an Arrangement Warrant (defined below) at a price of $5.60 on or before 5:00 pm (Toronto time) on December 20, 2012.
Maker:Independent Trading Group
The foregoing results from a recently completed plan of arrangement pursuant to the Business Corporations Act (Ontario) (“OBCA”) between Premier Royalty Corporation and Bridgeport (the “Arrangement”) as more fully described in Bridgeport's management information circular dated October 31, 2012, (the “Circular”). Pursuant to the Arrangement, amongst other things: (i) Bridgeport's common shares were consolidated on a 1-for-4 basis; (ii) each shareholder of Bridgeport (calculated on a post-consolidation basis) was issued 0.375 of an arrangement warrant (the “Arrangement Warrants”); (iii) Bridgeport changed its name to “Premier Royalty Inc.”; and (iv) Bridgeport acquired all of the outstanding common shares of Premier Royalty Corporation in consideration for the issuance to the shareholders of Premier Royalty Corporation of one Share for each Premier Royalty Corporation share acquired by Bridgeport.
One whole Arrangement Warrant may be exercised to acquire one Share at an exercise price of $2.00 for a period of four years following December 4, 2012 (the “Effective Date”), subject to adjustment in accordance with the terms thereof, provided that (a) no Arrangement Warrants will be exercisable until 6 months following the Effective Date (the “Trigger Date”); and (b) if, at any time after the Trigger Date and prior to the second anniversary of the Effective Date, the closing price of the Shares on the principal market on which such Shares trade is equal to or exceeds $4.00 for 20 consecutive trading days or at any time after the second anniversary of the Effective Date, the closing price of the Shares on the principal market on which such Shares trade is equal to or exceeds $6.00 for 20 consecutive days, the Company may accelerate the expiry date of the Arrangement Warrants, in which event the Arrangement Warrants will expire upon the date which is 60 days following the dissemination of a press release by the Company announcing the accelerated expiry of the Arrangement Warrants in accordance with the terms and conditions thereof. The Arrangement Warrants will not be listed on the Toronto Stock Exchange (“TSX”).
No fractional Shares, 2014 Warrants, 2012 Warrants or Arrangement Warrants will be issued to Bridgeport shareholders or Bridgeport warrantholders, as applicable, otherwise entitled to them. Instead, the number of Shares, 2014 Warrants, 2012 Warrants or Arrangement Warrants, as applicable, issuable to such holders shall be rounded down to the nearest whole Share or warrant, as applicable.
It is understood that Letters of Transmittal were mailed to Bridgeport shareholders and Bridgeport warrantholders on November 5 and November 6, 2012 requesting them to deposit their duly completed Letters of Transmittal together with their pre-consolidated Bridgeport common share certificate(s) and / or pre-consolidated warrant certificate(s) to Valiant Trust Company at its principal office in Toronto in exchange for share certificates, Arrangement Warrants, and / or warrant certificates representing the number of consolidated Shares, Arrangement Warrants and / or 2014 Warrants or 2012 Warrants to which they are entitled.
Additional information about the Shares, 2012 Warrants, 2014 Warrants and the Arrangement Warrants may be found in the Circular which is available at www.sedar.com.
Description of the Company
The Company will list 97,550,974 Shares (Symbol: NSR) in the Industrial category, of which 62,915,140 Shares will be issued and outstanding and 34,635,834 Shares will be reserved for issuance.
The Company will also list 1,643,750 2014 Warrants (Symbol: NSR.WT) of which 1,643,750 will be issued and outstanding and nil will be reserved for issuance.
The Company will also list 2,285,624 2012 Warrants (Symbol: NSR.WT.A) of which 2,156,250 Warrants will be issued and outstanding and 129,374 will be reserved for issuance.
The Company will continue to be subject to the reporting requirements of Section 501 of the TSX Company Manual.
Address:1100 Russell Street
Thunder Bay, Ontario
Telephone Number:(807) 476-2401
Fax Number:(807) 476-2409
Investors Relations:Abraham Drost
President / CEO
Tel.: (807) 476-2401
Investor Relations Manager
Tel.: (416) 428-3533
Incorporation:Pursuant to the Arrangement, the Company will continue to exist under the OBCA.
Fiscal Year End:April 30
Chief Financial Officer:Eugene Lee
Corporate Secretary:Shaun Drake
Nature of Business:The Company is in the business of acquiring royalty interests in mineral properties from companies that have advanced staged development projects or operating mines. The Company continually reviews opportunities to acquire existing royalties, to create new royalties or similar interests (e.g. streaming interests) through the financing of mine development or exploration, or to acquire companies that hold royalties or similar interests.
Transfer Agent &
Registrar:Valiant Trust Company at its principal office in Toronto.
Dividends:The Company will have no restrictions on paying dividends to the shareholders of the Company. The Company board will determine if and when dividends should be declared and paid in the future based upon the Company's financial position, capital requirements and earnings and any other factors that the Company board may consider relevant at the relevant time.
Expiry of the 2012 Warrants
Further to TSX Bulletin 2012-1339 dated December 4, 2012, the 2012 Warrants (Symbol: NSR.WT.A) of the Company will expire at 5:00 p.m. (Toronto time) on December 20, 2012 and will be delisted at the close that day. Each whole 2012 Warrant entitles the holder to purchase one Share (Symbol: NSR) and 0.375 of an Arrangement Warrant (defined above) at a price of $5.60 on or before 5:00 pm (Toronto time) on December 20, 2012.
|Trade DatesSettlement Dates;|
|December 17, 2012||TO SETTLE||December 19, 2012|
|December 18 and 19, 2012||TO SETTLE||Cash Next Day|
|December 20, 2012||TO SETTLE||Cash Next Day|
- All trades on December 17, 2012 will be for Special Settlement on December 19, 2012. These trades will appear on the settlement report with a settlement date of December 19, 2012.
- All trades on December 18 and December 19, 2012 will trade for cash settlement the following business day. All trades on December 20, 2012 to 12:00 noon (Toronto time) will be for cash same day settlement.
- Selling Participating Organizations must have in their possession the 2012 Warrants that are being sold or such 2012 Warrants must be owed to them through clearing, prior to such sale.
Should fail positions exist on the expiry date, purchasing Participating Organizations have the option of paying for the 2012 Warrants purchased and demanding delivery of the Shares into which the 2012 Warrants are exercisable. Reference should be made to Rule 5-303. Such demand shall be made before 4:00 p.m. (Toronto time) on the expiry date of December 20, 2012.
Investors should contact their broker for information or advice on their investment.
Participating Organizations should ensure that their Trading and Operations staff are made aware of the above rules and procedures.