Primary Corp. Announces Participation in Cline Mining Loan Syndicate

TORONTO, ONTARIO--(Marketwire - Oct. 24, 2011) - Primary Corp. (TSX:PYC) ("Primary" or the "Company") is pleased to announce that it participated in the recently announced syndicate of lenders (the "Lenders") providing for the issuance of up to US$50 million senior secured notes (the "Notes") by Cline Mining Corporation ("Cline") all as set forth in a binding term sheet (the "Term Sheet") executed on September 30, 2011. The Notes may be issued to the Lenders, at Cline's option, in integral amounts of US$25 million for a maximum of US$50 million at any time prior to the first anniversary of the signing of the Term Sheet subject to completing definitive documentation in connection with the Note commitment (the "Commitment"). The Notes have a maturity date that is two years from the date Cline Mining first exercises its right to issue Notes to the Lenders and bear a coupon of 10% per annum, payable semi annually in arrears in equal installments.

In consideration for the Lenders' Commitment under the Term Sheet, Cline has agreed to issue to the Lenders 7.5 million common share purchase warrants of Cline (the "Commitment Warrants"). Each Commitment Warrant will allow its owner to purchase one common share of Cline at a price of C$1.75 and will expire on the date that is the third anniversary following the execution date of the Term Sheet.

In consideration for drawdowns under the Commitment, Cline covenants to issue to the Lenders 1.25 million common share purchase warrants of Cline for every US$25 million in principal amount of the Notes issued (the "Drawdown Warrants"). The Drawdown Warrants in respect of each Note issuance will be simultaneously issued to the Lenders at the time of such Note issuance, as applicable. Each Drawdown Warrant will allow its owner to purchase one common share of Cline at a price equal to 120% of the volume weighted average price of the Company's common shares over the previous 10 trading days prior to the date on which formal notification of the Company's request to draw on the Commitment was given. The Drawdown Warrants will expire on the date that is the third anniversary from the date of issue.

Primary has agreed to acquire up to US$6.53 million Notes, and will be allocated approximately 979,500 Commitment Warrants and 326,500 Drawdown Warrants in respect thereof, assuming the completion of the Trust Indenture and the maximum amount of Notes is acquired by Primary under the Commitment.

Closing of the Commitment is subject to TSX regulatory approval, satisfactory completion of due diligence investigations, and execution of definitive agreements.

About Cline Mining Corporation

Cline has significant metallurgical coal property interests in British Columbia, Canada and in Colorado, U.S.A. with NI 43-101 compliant independent Technical Reports. Cline Mining Corporation is a mine development company focused on the exploration and development of metallurgical steel making coals in Canada and the U.S., iron ore in Madagascar and the Cline Lake Gold Mine Property in northern Ontario, Canada.

About Primary Corp.

Primary trades on the Toronto Stock Exchange under the symbol PYC. Primary is focused on natural resource lending. Primary's business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource‐related businesses and investing in public and private equity and quasi‐equity securities. Primary seeks to generate income primarily from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.

Marret Asset Management Inc. is responsible for implementing Primary's investment strategy and managing Primary's investment portfolio.

About Marret Asset Management Inc.

Marret is an employee-owned firm based in Toronto and has over $5.7 billion of assets under management. Marret and its experienced team of investment professionals led by Barry Allan specialize exclusively in fixed income and, particularly, in high yield debt strategies.

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Forward-Looking Information

This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the anticipated use of the net proceeds of the Offering. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such risks include, but are not limited to, market conditions and the other risks identified in the short form prospectus dated June 23, 2011 and the Company's annual information form, in both cases under the heading "Risk Factors". There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.