TSXV: ITR; NYSE American: ITRG
www.integraresources.com
VANCOUVER, BC, Aug. 21,
2024 /PRNewswire/ - Integra Resources Corp.
("Integra" or the "Company") (TSXV: ITR) (NYSE
American: ITRG) is pleased to announce that in connection with the
joint news release of Integra and Florida Canyon Gold Inc.
("FCGI") dated July 29, 2024
announcing Integra's intention to acquire FCGI (the
"Transaction"), the Company has completed the bought deal
private placement offering of 14,900,000 subscription receipts (the
"Subscription Receipts") at a price of C$1.35 per Subscription Receipt for gross
proceeds of approximately C$20
million (the "Offering"). The Offering was conducted
by Stifel Nicolaus Canada Inc. and Eight Capital, as co-lead
underwriters and joint bookrunners, together with a syndicate of
underwriters including BMO Nesbitt Burns Inc., Desjardins
Securities Inc., and Ventum Financial Corp. (collectively, the
"Underwriters").
The gross proceeds from the Offering have been placed into
escrow with TSX Trust Company (the "Subscription Receipt
Agent"). Each Subscription Receipt represents the right of a
holder to receive, upon satisfaction or waiver of certain release
conditions (including the satisfaction of all conditions precedent
to the completion of the Transaction other than the issuance of the
consideration shares to shareholders of FCGI) (the "Escrow
Release Conditions"), without payment of additional
consideration, one common share in the capital of Integra (each an
"Integra Share" and collectively, the "Integra
Shares") subject to adjustments and in accordance with the
terms and conditions of a subscription receipt agreement entered
into among the Company, the Subscription Receipt Agent and the
Underwriters. If the Escrow Release Conditions are satisfied on or
before December 15, 2024 (the
"Termination Date"), the escrowed funds, together with
interest earned thereon, will be released to the Company. If the
Escrow Release Conditions are not satisfied prior to the
Termination Date, the escrowed funds, together with interest earned
thereon, will be returned on a pro rata basis to the holders of the
Subscription Receipts, and the Subscription Receipts will be
cancelled and have no further force and effect. The Subscription
Receipts, including the Integra Shares issuable upon conversion
thereof, are subject to a statutory hold period expiring on
December 22, 2024.
In connection with the Offering, and assuming the Escrow Release
Conditions are satisfied prior to the Termination Date, the
Underwriters will receive a cash commission equal to 6.0% of the
gross proceeds from the sale of Subscription Receipts, other than
in respect of certain president's list purchasers, in which case
the commission was reduced to 3.0%.
Following completion of the Transaction, the net proceeds from
the Offering are expected to be used to fund mine optimization
opportunities at the Florida Canyon mine, continued advancement of
DeLamar and Nevada North and for
general corporate purposes.
The securities being offered pursuant to the Offering have
not been, nor will they be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
state in which such offer, solicitation or sale would be unlawful.
"United States" and "U.S. person" are as defined in Regulation S
under the U.S. Securities Act.
About Integra
Integra is one of the largest precious metals exploration and
development companies in the Great Basin of the Western USA. Integra is currently focused on
advancing its two flagship oxide heap leach projects: the past
producing DeLamar Project located in southwestern Idaho and the Nevada North Project, comprised
of the Wildcat and Mountain View deposits, located in northwestern
Nevada. The Company also holds a portfolio of highly prospective
early-stage exploration projects in Idaho, Nevada, and Arizona. Integra's long-term vision is to
become a leading USA focused
mid-tier gold and silver producer.
ON BEHALF OF THE BOARD OF DIRECTORS
Jason Kosec
President, CEO and Director
Some statements ("forward-looking statements") in this
news release contain forward-looking information concerning plans
related to Integra's business and other matters that may occur in
the future, made as of the date of this news release including, but
not limited to, the Offering and the use of proceeds thereof; and
the ability of Integra to satisfy the Escrow Release Conditions.
Forward-looking statements are subject to a variety of known and
unknown risks, uncertainties and other factors which could cause
actual events or results to differ from those expressed or implied
by the forward-looking statements. Such factors include, among
others, risks related to legislative and/or regulatory changes;
actual results and timing of exploration and development, mining,
environmental services and remediation and reclamation activities;
future prices of silver, gold, lead, zinc and other commodities;
possible variations in mineral resources, grade or recovery rates;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the mining industry;
Native American rights and title; continued capitalization and
commercial viability; global economic conditions; competition; and
delays in obtaining governmental approvals or financing or in the
completion of development activities. Forward-looking statements
are based on certain assumptions that management believes are
reasonable at the time they are made. In making the forward-looking
statements included in this news release, Integra has applied
several material assumptions, including, but not limited to, the
assumptions; that Integra will be able to raise additional capital
as necessary, that the proposed exploration and development
activities will proceed as planned, and that market fundamentals
will result in sustained silver, gold, lead and zinc demand and
prices. There can be no assurance that forward-looking statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Integra 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, except as otherwise
required by applicable securities legislation.
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 news release.
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SOURCE Integra Resources Corp.