Further to the joint news release of Integra Resources Corp. (TSX-V: ITR) (NYSE American: ITRG) and Millennial Precious Metals Corp. (TSX-V: MPM) (OTCQB: MLPMF) dated February 27, 2023 announcing Integra’s intention to combine with Millennial, the Company announces that it has completed its bought deal private placement of 35,000,000 subscription receipts at a price of C$0.70 per Subscription Receipt (for gross proceeds of C$24.5 million, and a concurrent non-brokered private placement with Wheaton Precious Metals Corp. of 15,000,000 Subscription Receipts at the Offering Price for gross proceeds of C$10.5 million. The Offering was conducted by Raymond James Ltd., BMO Capital Markets and Cormark Securities Inc.
The gross proceeds from the Brokered Offering and the Non-Brokered Offering have been placed into escrow with TSX Trust Company. 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 Millennial), without payment of additional consideration, one common share in the capital of Integra subject to adjustments and in accordance with the terms and conditions of a subscription receipt agreement entered into today among the Company, the Underwriters, WPM and the Subscription Receipt Agent. If the Escrow Release Conditions are satisfied on or before June 9, 2023, 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 July 17, 2023.
In connection with the Brokered 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, which commission will be reduced to 4.0% in respect of certain president’s list purchasers.
Following completion of the Transaction, the net proceeds from the Private Placements are expected to be used to fund an updated resource estimate and Mine Plan of Operations at the DeLamar Project, an updated resource estimate and a Preliminary Economic Assessment for the Wildcat and Mountain View Projects, permit advancement, and for working capital and general corporate purposes.
The securities being offered pursuant to the Brokered Offering and the Non-Brokered 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 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$600 million in 2017. Since acquiring the DeLamar Project, which includes the adjacent DeLamar and Florida Mountain gold and silver deposits, in late 2017, Integra 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 Integra’s profile at www.sedar.com and on Integra’s website at www.integraresources.com.
About Millennial Precious Metals
Millennial is an exploration and development company focused on unlocking quality ounces through the responsible expansion of its eight gold and silver projects located in Nevada and Arizona, USA. Millennial plans to accelerate the development of its two flagship projects located in Nevada: Wildcat and Mountain View. The Wildcat Inferred Mineral Resource estimate contains 776,000 ounces of oxide Au (60.8 million tonnes at 0.40 g/t Au; effective date of November 18, 2020) and the Mountain View Inferred Mineral Resource estimate contains 427,000 ounces of oxide Au (23.2 million tonnes at 0.57 g/t Au; effective date of November 15, 2020). Technical reports titled “NI 43-101 Technical Report Resource Estimate for the Wildcat Project, Pershing County, Nevada, United States”, dated November 20, 2020 with an effective date of November 18, 2020 prepared by William J. Lewis, B.Sc., P.Geo., Rodrigo Calles-Montijo, MSc., CPG, and Leonardo de Souza, MAusIMM (CP) and “NI 43-101 Technical Report for the Mountain View Project, Washoe County, Nevada, USA”, dated November 25, 2020 with an effective date of November 15, 2020, prepared by William J. Lewis, B.Sc., P.Geo., Rodrigo Calles-Montijo, MSc., CPG, and Leonardo de Souza, MAusIMM (CP) are available on Millennial’s issuer profile on SEDAR at www.sedar.com.
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