MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 -----------------.

Geraldton District, Northwestern Ontario

A total of 20,453 metres of diamond drilling was completed during the quarter on the Hardrock Project in 45 drill holes at a cost of $3.46 million. Diamond drilling focussed primarily on testing specific target areas and the deep extensions of the North and F Zones.

The Hardrock Project area covers approximately 15 kilometres strike length of some of the most strategic ground in the region and is host to past-producing mines and numerous exploration targets in a district that has more than 4.1 Million ounces of historic gold production. Premier, operator of the Project, holds a 70 % interest in the project.

On April 6, 2011 Premier reported an updated NI 43-101 compliant mineral resource estimate for the Hardrock Project. The estimate was completed by Micon International utilizing data available as of February 28, 2011.

Highlights of Micon's new mineral resource estimate include:

• A 269% increase in Measured and Indicated resources to 2.5 million ounces.

• A 164% increase in Inferred resources to 1.1 million ounces.

• A 30% increase in the "potential open pit" Measured and Indicated resource grade to 2.37 grams per tonne gold (g/t Au).

• A 37% increase in the "potential open pit" Inferred resource grade to 2.48 g/t Au.

• Some 40% of the Measured and Indicated resource ounces are categorized as "Measured."

• A "Whittle-Pit" analysis suggesting a strip ratio on potential open pit mineral resources of 2.1 to 1.

• The Kailey ("potential open pit") Deposit resource is included and contains 127,000 ounces of Measured and Indicated Resources at 1.57 g/t Au and 10,000 ounces of Inferred resources at 1.48 g/t Au.

Drilling was completed during the quarter by utilizing up to 8 diamond drills.