PRIME MERIDI : Prime Meridian Resources Announces Agreement with Nexvu Capital Corp.

June 20, 2013
Prime Meridian Resources Announces Agreement with Nexvu Capital Corp.

Calgary, AB June 20, 2013 - Prime Meridian Resources Corp. ("Prime Meridian", TSX-V: PMR, Frankfurt: DYD) is pleased to announce the acceptance of a Letter of Intent with Nexvu Capital Corp.

Prime Meridian Resources Corp. ("Prime Meridian" or "Company"), Nexvu Capital Corp. ("Nexvu") and Primrose Drilling Ventures Inc. ("Primrose"), the largest shareholder of Prime Meridian, have, subject to the satisfaction of certain conditions (including the receipt by Nexvu, Primrose and the Company of all necessary board, shareholder, regulatory and stock exchange approvals), agreed to enter into a series of transactions (the "Transactions") to address the working capital deficit and debt of Prime Meridian and bring in new management to advance the Company and its assets. Under the Transactions: (i) certain indebtedness owed by the Company to Primrose will be assigned to Nexvu and converted into common shares of the Company ("Shares") and the terms of repayment of the remaining indebtedness owed to Primrose will be renegotiated; (ii) Primrose will, with Nexvu's assistance, dispose of a portion of the Shares it presently owns through the facilities of the TSX Venture Exchange (the "TSX-V"); (iii) Nexvu will assist the Company in completing, on a best efforts basis, private placements of securities of the Company for aggregate gross proceeds to the Company of not less than $950,000, which proceeds will be used for working capital and (iv) representatives of Nexvu will join the Board of Directors and become members of the Company's management.

More specifically, and again subject to all necessary shareholder, regulatory, TSX-V and other approvals:

1. Primrose will, with the assistance of Nexvu, sell up to 10,000,000 Shares (the "ShareSale"); provided, however, that Primrose shall not be obligated to sell any of such Shares at a price below $0.02 per Share. The net proceeds from the sale of the ShareSale shall be split equally between Primrose and Nexvu.
2. Prime Meridian currently owes Primrose approximately $1,025,000 (the "Debt") as at March 31, 2013.
3. The Company will consolidate the share capital of the Company (the "Share Consolidation") on a four for one basis.
4. Primrose will assign to Nexvu $500,000 of the Debt (the "Assigned Debt") and such debt will be converted into Shares (the "Debt Conversion"), such conversion to automatically occur following the completion of the Share Consolidation and such conversion to be made on the basis of ten shares in the Company for each dollar of Assigned Debt converted in accordance with the terms of the Debt Assignment.
5. Following the completion of the ShareSale, the Company will use its reasonable commercial efforts to complete a first private placement of units (the "Units"). Nexvu and Primrose have agreed that they will each use the net proceeds they receive from the ShareSale to subscribe for Units under the first private placement.
6. The Company will, subject to certain conditions, use $100,000 of the net proceeds from the first private placement to partially repay the then outstanding Debt held by Primrose.
7. The Company will use its reasonable commercial efforts to complete a second private placement of Units to raise a further $500,000.
8. The Company will transfer the 250,000 shares of Wolfden Resources Corporation that it currently owns to Primrose at a deemed value of $0.15 per share as a partial repayment of the Debt.
9. The Company will be obligated to make 10 semi-annual payments to retire the balance of the Debt held by Primrose with the initial semi-annual payment being due 90 days after the Shares begin trading on the TSX-V on a post-consolidation basis.
10. Primrose and Nexvu will enter into an agreement, on terms and conditions acceptable to both parties, each acting reasonably, whereby Nexvu will agree to vote the Shares it owns or controls, directly or indirectly, at each meeting of the Company where board members are elected, in favour of a director nominated by Primrose. This agreement shall terminate upon Primrose owning, directly or indirectly, less than 10% of the issued and outstanding Shares.

Nexvu, Primrose and the Company have also agreed to use their reasonable commercial efforts to agree upon a slate of directors to be put forward for election at the next annual meeting of Shareholders (the "Next AGM"). The Company has further agreed that it will use its reasonable commercial efforts to hold such meeting on or before August 1, 2013. In addition, the parties have agreed that, prior to the Next AGM, they will consider the appropriateness of adding Nexvu proposed persons to management of the Company and to the Company's Board of Directors (either through the appointment of additional directors or through the replacement of resigning directors). It is anticipated that the addition of Nexvu proposed members of management will be completed in advance of the closing of the first private placement and that such members of management will assist in the completion of such offering on behalf of the Company.
The Company currently owns various mineral rights and leases in Michigan and Minnesota. The current property lease costs will be paid, subject to certain conditions, for a minimum of one year if the property is not optioned, joint ventured or sold in that time period.

Prime Meridian Resources Corp.

Mark Fields
Interim President and CEO

For further information, please refer to our website www.primemeridianres.com or contact:

Prime Meridian Resources Corp.
TEL: [phone]
Email: [e-mail]

Certain disclosures in this release, including management's assessment of Prime Meridian's plans and projects, including with respect to the benefits,timing and expected terms of the Transactions, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Prime Meridian's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Prime Meridian expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.