Integra Resources Corp. (TSX-V: ITR) (NYSE American: ITRG) is pleased to announce that it has closed its previously announced overnight marketed public offering. Pursuant to the Offering, Integra issued 16,666,667 common shares of the Company, 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 for gross proceeds of US$11 million. In connection with its convertible loan facility of up to US$20 million from Beedie Investments Ltd. the Company will draw an initial advance of US$10 million today, pursuant to the terms of the credit agreement between Integra and Beedie Capital dated July 28, 2022. 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 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:
The Company filed a preliminary prospectus supplement on July 28, 2022 to its short form base shelf prospectus dated August 21, 2020. The Company filed a final prospectus supplement 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 as part of the Company’s Registration Statement on Form F-10 (File No. 333-242483) 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.
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We acknowledge the [financial] support of the Government of Canada.