In determining that the Arrangement is fair to Goldstone Shareholders and in the best interests of Goldstone, and in making its recommendation, the Executive Committee and the Goldstone Board considered a number of factors. In view of the variety of factors considered in connection with the evaluation of the Arrangement, the Executive Committee and the Goldstone Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination as to the fairness of the Arrangement and its recommendation to Goldstone Shareholders to vote FOR the Arrangement Resolution. The factors considered include those set out below, which have generally been set out in the order of priority given thereto:

• the Fairness Opinion, which concluded as of June 20, 2011 that the Goldstone Share Consideration offered to the Goldstone Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Goldstone Shareholders, subject to the limitations and qualifications set out therein;
• the Premier Shares offered in connection with the Arrangement will provide Goldstone Shareholders with the opportunity to (i) continue to hold their investment in the assets of Goldstone and (ii) participate as shareholders of a larger and more diversified company, which has:

• 100% ownership of the Hardrock Project that is host to a multi-million ounce NI 43-101 compliant resource estimate;

• exposure to strategic property holdings in the Red Lake and Musselwhite gold districts;

• several projects and deposits in proven mining districts including Northwestern Ontario, Nevada and Mexico;

• strong cash balance allowing for faster development of core projects; and

• an experienced management team and board of directors;

· the consideration offered to the Goldstone Shareholders pursuant to the Arrangement represents a 24.2% premium over Goldstone’s 20-day volume weighted average trading price based on Premier’s 20-day volume weighted average trading price on the TSX as at June 20, 2011, the day the Arrangement Agreement was approved by the Goldstone Board;

· enhanced capital markets profile;

· historical information regarding the market prices and trading information of the Goldstone Shares and the Premier Shares, which supports the conclusion that Goldstone Shareholders will have significantly enhanced trading liquidity in the Premier Shares;

· information reviewed in respect of Premier with respect to its assets and properties and its prospects;

· information reviewed in respect of Premier with respect to its historical and current financial condition, business and operations;

· the alternatives available to Goldstone, including seeking additional funds to finance a more significant exploration program, did not appear superior to the Arrangement, considering the perceived risks, timing and uncertainty of each such alternative;

· the fact that the Goldstone Shareholders will hold approximately 13.8% of the Premier Shares upon completion of the Arrangement, based on the fully diluted shares of each Party as at June 20, 2011;

· the view of the Executive Committee and Goldstone Board that the terms and conditions of the Arrangement Agreement, including the amount of the Termination Fee and the circumstances under which it is payable, do not prevent an unsolicited third party from proposing or making a Superior Proposal;

· the fact that the Arrangement Resolution must be approved by an affirmative vote of at least two-thirds of the votes cast at the Meeting in person or by proxy by the Goldstone Shareholders;

· the fact that the Arrangement must be approved by the Court, which will consider, among other things, the fairness of the Arrangement to Goldstone Securityholders;

· under the Arrangement, Registered Shareholders will have Dissent Rights;