Ms. Tamara Brown reports

PRIMERO ANNOUNCES US$75 MILLION BOUGHT-DEAL OFFERING OF 5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

Primero Mining Corp. has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, pursuant to which the underwriters have agreed to purchase $75-million (U.S.) total principal amount of 5.75-per-cent convertible unsecured subordinated debentures on a bought-deal basis. Primero has also granted the underwriters an option to purchase up to an additional 15 per cent of the offering, on the same terms and conditions, exercisable in whole or in part, at any time up to 30 days following the closing of the offering. The offering is expected to close on or about Feb. 9, 2015.

The company intends to use the net proceeds of the offering and the option (if exercised) for general corporate purposes, as well as to finance underground development and mill expansion plans at its San Dimas mine, to finance development and capital expenditures at the Black Fox complex, and to repay the indebtedness outstanding under its $75-million (U.S.) revolving credit facility.

The debentures will be direct, subordinated, unsecured obligations of Primero and will rank equally with one another and with all other existing and future unsecured indebtedness of Primero (other than senior indebtedness, as that term will be defined in the trust indenture governing the debentures). The debentures will mature on Feb. 28, 2020.

The debentures will bear interest at a rate of 5.75 per cent per year, payable in U.S. dollars semi-annually on Aug. 28 and Feb. 28 each year, commencing on Aug. 28, 2015. The debentures will be convertible into Primero common shares at a conversion price of $6.55 (U.S.) per share, representing a conversion rate of 152.6718 Primero shares per $1,000 (U.S.) principal amount of debentures. Upon conversion, holders will be entitled to receive accrued and unpaid interest up to, but excluding, the date of conversion.

The debentures will not be redeemable prior to Feb. 28, 2018. On and after Feb. 28, 2018, and prior to Feb. 28, 2020, the debentures may be redeemed by Primero, in whole or in part, from time to time, on not more than 60 days and not less than 30 days prior notice, at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption, provided the simple average of the daily volume-weighted average trading price of the common shares on the New York Stock Exchange for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is provided is at least 125 per cent of the conversion price. In connection with the offering, Primero will file a preliminary short-form prospectus in all provinces of Canada, except Quebec. The offering is subject to customary regulatory approvals, including the approval of the Toronto Stock Exchange. The debentures being offered, and the common shares issuable upon the conversion or redemption of the debentures, have not been and will not be registered under the U.S. States Securities Act of 1933, as amended, or any state securities laws of the United States. Accordingly, the debentures may not be offered or sold to U.S. persons, except pursuant to applicable exemptions from registration.

We seek Safe Harbor.