Integra Resources Completes Acquisition of DeLamar Gold and Silver Project and Receives TSX Venture Listing Approval
TORONTO, Nov. 03, 2017 (GLOBE NEWSWIRE) — Integra Resources Corp. (TSX-V:ITR) (“Integra” or the “Company”) is pleased to announce it has successfully completed the acquisition of an entity holding the DeLamar Gold and Silver Project (the “Property” or “Project”) in Southern Idaho from a subsidiary of Kinross Gold Corporation (“Kinross”) for C$7.5 million, and the issuance of 5,545,987 common shares of the Company which constitutes 9.9% of all issued and outstanding shares (the “Transaction”). The Project is also subject to a retained variable net smelter return royalty payable to Kinross. In connection with the completion of the Transaction, the common shares of the Company have been approved for listing on the TSX Venture Exchange (“TSXV”),de-listed from the Canadian Securities Exchange and it is anticipated that the shares will commence trading on the TSXV under the symbol “ITR” on or about Tuesday November 7th, 2017.
As previously announced on October 30, 2017, the Company completed a subscription receipt financing led by GMP Securities L.P., and including Raymond James Ltd., Cormark Securities Inc., Macquarie Capital Markets Canada Ltd., PI Financial Corp. and Paradigm Capital Inc. (collectively, the “Agents“), whereby the Company issued 32,072,677 subscription receipts (“Subscription Receipts“) at a price of C$0.85 per Subscription Receipt for aggregate gross proceeds of approximately C$27,260,000 (the “Offering“). The proceeds from the Offering, less certain expenses, were placed into escrow on completion of the Offering. In connection with the completion of the Transaction, the Subscription Receipts were converted on a one-for-one basis into a total of 32,072,677 common shares of the Company. The escrowed proceeds from the Offering, less the Agent’s commission, certain fees and expenses, including a cash payment of C$3,000,000 to Kinross as partial consideration for the acquisition of the Project, have been released from escrow to the Company. As of today, Kinross owns approximately 9.9% of the total number of issued and outstanding common shares of the Company.
For further information with respect to the Transaction and the Company, including the Property and the Offering, please refer to the Company’s listing application dated November 3, 2017 and posted under the Company’s issuer profile on SEDAR at www.sedar.com.
Revised Financial Statements
The Company will also re-file its unaudited interim condensed consolidated financial statements for the six months ended June 30, 2017 (the “Interim Financial Statements”) to update and clarify certain disclosures. These disclosures do not impact the consolidated statements of financial position, consolidated statements of comprehensive loss, consolidated statements of shareholders’ equity or consolidated statements of cash flows previously filed. The Interim Financial Statements have been revised to reflect the consolidation of the Company’s common shares on a 1:2.5 basis completed in August, 2017 and revisions to the subsequent event notes updated to November 3, 2017. All of the other information contained in the original Interim Financial Statements, which was filed on SEDAR on August 28, 2017, remains unchanged. The revised Interim Financial Statements have been re-filed and can be viewed on the Company’s issuer profile on SEDAR at www.sedar.com.
Granting of Stock Options
The Company also announces that it has granted incentive stock options to its directors, officers, and employees, exercisable to purchase in aggregate up to 4,150,000 common shares in the capital of the Company until November 3rd, 2022, at an exercise price of $1.00 per share. The options were granted in accordance with Integra’s Stock Option Plan and are subject to vesting provisions.
A total of 8,057,355 common shares of the Company held by certain principals and insiders of the Company are subject to a 36 month TSXV imposed escrow with such shares to be released based on the following schedule: 10% released on the date that the shares are listed on the TSXV with an additional 15% to be released 6, 12, 18, 24, 30 and 36 months thereafter.
About Integra Resources
Integra Resources Corp., formerly, Mag Copper Limited, is a development-stage company engaged in the acquisition, exploration and development of mineral properties in the Americas. Its flagship asset, the DeLamar Gold and Silver project, lies in the heart of the historic Owyhee County mining district in south western Idaho. The management team comprises the former executive team from Integra Gold Corp.
ON BEHALF OF THE BOARD OF DIRECTORS
CEO & President
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 discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to 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 the commencement of trading of the common shares of the Company on the TSXV.
These forward-looking statements are based on reasonable assumptions and estimates of management of Integra at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Integra to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the synergies expected from the Acquisition not being realized; business integration risks; fluctuations in general macroeconomic conditions; 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 formations 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 Integra believes, or believed at the time, to be reasonable assumptions, Integra 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 as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Integra assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.