Integra Resources Corp. (“Integra” or the “Company”)
(TSX-V: ITR; NYSE American: ITRG) is pleased to announce
that it has closed its previously announced overnight marketed
public offering (the "Offering"). Pursuant to the Offering, Integra
issued 16,666,667 common shares of the Company ("Shares"),
including 1,515,152 Shares issued in connection with the exercise
of the over-allotment option granted to the Underwriters (as
defined below) in connection with the Offering, at a price of
US$0.66 per Share (the “Offering Price”) for gross proceeds of
US$11 million. In connection with its convertible loan facility of
up to US$20 million (the “Convertible Facility”) from Beedie
Investments Ltd. (“Beedie Capital”), the Company will draw an
initial advance of US$10 million (the “Initial Advance”) today,
pursuant to the terms of the credit agreement between Integra and
Beedie Capital dated July 28, 2022 (the “Credit Agreement”).
Integra will use the net proceeds from the Initial Advance along
with the net proceeds from the Offering to advance the development
of the DeLamar Project towards the filing of the Plan of
Operations, the completion of ~15,000 meters of shallow, oxide
definition drilling, aimed at resource expansion for the proposed
heap leach operation, and for working capital and general corporate
expenses.
“With both the Offering and Initial Advance
complete, Integra now has the treasury to continue advancing
DeLamar towards the Plan of Operations while demonstrating the
gold-silver upside potential of the Project in the low-stockpiles
and backfill left behind by previous operators. These stockpiles
and backfill have the potential to add a number of years to the
Company’s proposed heap leach operation in southwestern Idaho,”
noted Integra President and CEO, George Salamis. “In addition to
the Convertible Facility, Beedie Capital participated in the
Offering and now owns an 8% equity stake in Integra, aligning
itself with shareholders of the Company.”
The Convertible Facility
The Convertible Facility bears interest at a
rate of 8.75% per annum on advanced funds and carries a standby fee
equal to 2.00% per annum on the unadvanced portion of the
Convertible Facility. Subject to the terms of the Credit Agreement,
the Convertible Facility, including all subsequent advances, will
have a term of 36 months from the closing date of the Initial
Advance (the “Closing Date”) and may be prepaid, subject to certain
conditions including the payment of applicable prepayment fees. At
any time during the term of the Convertible Facility, Beedie
Capital may elect to convert the principal amount of the Initial
Advance into Shares at a conversion price per Share equal to the
lesser of C$1.22 and a 44% premium to the Offering Price
(based on the exchange rate as at the Closing Date), subject to the
terms of the Credit Agreement. The Convertible Facility is secured
by the Company’s material assets and guaranteed by the Company’s
subsidiaries. For further information on the terms of the
Convertible Facility, see the Company’s press release
dated July 28, 2022. The Credit Agreement will be filed on
SEDAR and EDGAR.
The Offering
The Offering was completed through a syndicate
of underwriters co-led by Raymond James Ltd. as sole bookrunner,
Cormark Securities Inc., as co-lead underwriter, PI Financial Corp.
and Stifel Nicolaus Canada Inc. (collectively, the “Underwriters”).
The Underwriters received a cash commission equal to 4.0% of the
gross proceeds of the Offering (other than from the issue and sale
of the Shares to Beedie Capital, for which a 2.0% cash commission
was paid).
Offering and Convertible Facility Use of
Proceeds:
- 15,000 meters of shallow reverse
circulation and Sonic drilling primarily through backfill and
historic stockpiles, designed to bring further heap leachable
resources into future potential mine plans;
- Site surveys and studies, including
geotechnical, metallurgical, water well and condemnation drilling
to support permitting and the preparation of the Mining Plan of
Operations
- Working capital and general
corporate purposes.
The Company filed a preliminary prospectus
supplement on July 28, 2022 (the “Preliminary Supplement”) to its
short form base shelf prospectus dated August 21, 2020 (the “Base
Shelf Prospectus”). The Company filed a final prospectus supplement
(the “Final Supplement” and, together with the Preliminary
Supplement, the “Supplements”) to its Base Shelf Prospectus on July
29, 2022. The Supplements were filed with the securities regulatory
authorities in each of the provinces and territories of Canada,
except Québec. The Supplements were also filed with the United
States Securities and Exchange Commission (“SEC”) as part of the
Company’s Registration Statement on Form F-10 (File No. 333-242483)
(the “Registration Statement”) in accordance with the
Multijurisdictional Disclosure System established between Canada
and the United States. Before you invest, you should read the
Registration Statement, the Supplements and other documents the
Company has filed with the SEC for more complete information about
the Company and this Offering. You may get these documents for free
by visiting EDGAR on the SEC website at www.sec.gov or on the SEDAR
website at www.sedar.com. Alternatively, the Company, any
Underwriter or any dealer participating in the Offering will
arrange to send you the Supplements or you may request it from
Integra at 1050-400 Burrard Street, Vancouver, British Columbia,
Canada, V6C 3A6, telephone (604) 416-0576
The Shares that may be issued upon conversion of
the Initial Advance have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or any state securities laws, and may not be
offered or sold in the United States, or to or for the account or
benefit of, persons in the United States or U.S. Persons (as
defined in Regulation S under the U.S. Securities Act) absent
registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Integra Resources
Integra is a development-stage mining company
focused on the exploration and de-risking of the past producing
DeLamar gold-silver project in Idaho, USA. Integra is led by the
management team from Integra Gold Corp. which successfully grew,
developed and sold the Lamaque Project, in Quebec, for C$600m in
2017. Since acquiring the DeLamar Project, which includes the
adjacent DeLamar and Florida Mountain gold and silver deposits, in
late 2017, the Company has demonstrated significant resource growth
and conversion while providing robust economic studies in its
maiden preliminary economic assessment and now pre-feasibility
study. An independent technical report for the PFS on the DeLamar
Project has been prepared in accordance with the requirements of NI
43-101 and is available under the Company’s profile at
www.sedar.com and on the Company’s website at
www.integraresources.com.
ON BEHALF OF THE BOARD OF DIRECTORSGeorge
SalamisPresident, CEO and Director
CONTACT INFORMATIONCorporate Inquiries:
ir@integraresources.comCompany website:
www.integraresources.comOffice phone: 1 (604) 416-0576
Forward looking and other cautionary
statements
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that involves discussion with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often, but
not always using phrases such as “plans”, “expects”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates”, or “believes” or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved) are not statements of
historical fact and may be forward-looking statements. In this news
release, forward-looking statements relate, among other things, to:
statements about the terms, timing and completion of the Offering
and the anticipated use of proceeds from the Offering. These
forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment
regarding the direction of our business. Management believes that
these assumptions are reasonable. Forward-looking information
involves known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of
the Company to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information. Such factors include, among others:
risks related to the speculative nature of the Company’s business;
the Company’s formative stage of development; the Company’s
financial position; possible variations in mineralization, grade or
recovery rates; actual results of current exploration activities;
actual results of reclamation activities; conclusions of future
economic evaluations; business integration risks; fluctuations in
general macroeconomic conditions; financing risks; fluctuations in
securities markets; fluctuations in spot and forward prices of
gold, silver, base metals or certain other commodities;
fluctuations in currency markets (such as the Canadian dollar to
United States dollar exchange rate); change in national and local
government, legislation, taxation, controls regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration, development and mining
(including environmental hazards, industrial accidents, unusual or
unexpected formation pressures, cave-ins and flooding); inability
to obtain adequate insurance to cover risks and hazards; the
presence of laws and regulations that may impose restrictions on
mining; employee relations; relationships with and claims by local
communities and indigenous populations; availability of increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development (including the risks
of obtaining necessary licenses, permits and approvals from
government authorities); and title to properties. Although the
forward-looking statements contained in this news release are based
upon what management of the Company believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure its
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be anticipated, estimated, or intended.
Forward-looking statements contained herein are
made as of the date of this news release and the Company disclaims
any obligation to update any forward-looking statements, whether as
a result of new information, future events or results, except as
may be required by applicable securities laws. 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 statements. Accordingly,
readers should not place undue reliance on forward-looking
information.
Cautionary Note for U.S. Investors
Concerning Mineral Resources and Reserves
National Instrument 43-101 - Standards of Disclosure for Mineral
Projects ("NI 43-101") is a rule of the Canadian
Securities Administrators which establishes standards for all
public disclosure an issuer makes of scientific and technical
information concerning mineral projects. Technical disclosure
contained in this news release has been prepared in accordance with
NI 43-101 and the Canadian Institute of Mining, Metallurgy and
Petroleum Classification System. These standards differ from
the requirements of the U.S. Securities and Exchange Commission
(“SEC”) and resource information contained in this
news release may not be comparable to similar information disclosed
by domestic United States companies subject to the SEC's reporting
and disclosure requirements.
Neither the 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.
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