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

October 24, 2013
Prime Meridian Resources Announces Shareholder Approval of Agreement with Nexvu Capital Corp.

Calgary, AB October 24, 2013 - Prime Meridian Resources Corp. ("Prime Meridian" or the "Company"), TSX-V: PMR, Frankfurt: DYD) is pleased to announce that at its annual and special meeting held on October 23, 2013 shareholders passed all resolutions proposed including the approval of the terms of the agreement with Nexvu Capital Corp. ("Nexvu") which were announced by news release posted on SEDAR on September 16, 2013 (the "Agreement").

The various transactions covered by the Agreement are intended to address the working capital deficit and debt of Prime Meridian and to bring in new management to advance the Company and its assets. The details of the transactions are as follows:

1. Primrose will, with the assistance of Nexvu, sell up to 10,000,000 common shares (the "Shares") of the Company (the "Share Sale"); provided, however, that Primrose shall not be obligated to sell any of such Shares at a price below $0.02 per Share.
2. The Company 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 Share Sale, 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 Share Sale 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.

In addition to having passed the various resolutions relating to the Agreement, shareholders passed resolutions to appoint auditors, to establish a 20% stock option plan and to elect Brian Leeners, Annie Storey and Alice D. Gardner as directors of the Company. Mr. Leeners has been appointed CEO and Ms. Storey has been appointed CFO and Corporate Secretary of the Company.

The Company would also like to acknowledge the contributions made by Mark Fields, who has resigned as interim President, CEO and Director, Alice D. Gardner who has resigned as interim CFO, Mr. Paul Ramsay and Mr. G. Frank Joklik who have resigned as Directors, Mr. Denis Sokoloski, who has resigned as Vice President and Ms. Sarah Bird, who has resigned as Secretary, as well as the late Mr. John Boreta, former President and CEO.

The Company currently owns various mineral rights and leases in Michigan and Minnesota.

Prime Meridian Resources Corp.

Brian Leeners
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, 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.