PREMIER GOLD MINES LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVENthat the annual meeting (the "Meeting") of the shareholders of Premier

Gold Mines Limited (the "Corporation") will be held at The Toronto Board of Trade, 1 First Canadian

Place, Toronto Ontario at 4:00 p.m. (Toronto time) on Thursday, June 28, 2012 for the following

purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended

December 31, 2011 together with the report of the auditor thereon;

2. to elect directors of the Corporation for the ensuing year;

3. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the

Corporation to fix the remuneration of the auditor; and

4. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Particulars of the foregoing matters are set forth in the accompanying management information circular.

A copy of the audited financial statements of the Corporation as at and for the financial year ended

December 31, 2011 and the report of the auditor of the Corporation thereon, also accompanies this notice

of the Meeting. The directors of the Corporation have fixed the close of business on May 1, 2012 as the

record date for the determination of the shareholders of the Corporation entitled to receive notice of, and

to vote at, the Meeting.

DATED at Toronto, Ontario this 31st day of May, 2012.

BY ORDER OF THE BOARD

(Signed) Ewan S. Downie

President and Chief Executive Officer

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign

and return the accompanying form of proxy in the enclosed return envelope. All instruments

appointing proxies to be used at the Meeting or at any adjournment thereof must be deposited with

Equity Financial Trust Company, Suite 400, 200 University Avenue, Toronto, Ontario M5H 4H1,

not later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the time fixed for

the Meeting or any adjournment thereof.

Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are

entitled to attend and vote at the Meeting. For information with respect to shareholders who own

their shares beneficially through an intermediary, see "Non-Registered Shareholders" in the

accompanying management information circular.