An anonymous director reports

PRIMERO ANNOUNCES CLOSING OF OFFERING OF US$75 MILLION 5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

Primero Mining Corp. has closed its offering of $75-million (U.S.) aggregate principal amount of 5.75-per-cent convertible unsecured subordinated debentures maturing on Feb. 28, 2020, as previously announced on Jan. 20, 2015. Primero has granted the syndicate of underwriters, led by RBC Capital Markets, and including BMO Capital Markets, Scotiabank, Canaccord Genuity Corp., CIBC World Markets Inc. and TD Securities Inc., an option to purchase additional debentures in an amount equal to up to 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 today's closing.

The company intends to use the net proceeds of the offering and the option (if exercised) 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 $75.0-million (U.S.) revolving credit facility, with the balance to be used for general corporate purposes.

The debentures bear interest at a rate of 5.75 per cent per annum, payable in United States dollars semi-annually on Aug. 28 and Feb. 28 each year, commencing on Aug. 28, 2015. The debentures are convertible into Primero common shares at a conversion price of approximately $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 are not 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 debentures, Primero filed a final short-form prospectus in all provinces of Canada, except Quebec, on Feb. 3, 2015.

We seek Safe Harbor.