Integra Resources and Millennial Precious Metals Announce Friendly at-Market Merger and Concurrent Equity Financings of C$35 Million with Strategic Investment from Wheaton Precious Metals This News Release is Intended FOR Distribution IN Canada Only and is Not Intended FOR Distribution to
INTEGRA RESOURCES AND MILLENNIAL PRECIOUS METALS ANNOUNCE FRIENDLY
AT-MARKET MERGER AND CONCURRENT EQUITY FINANCINGS OF C$35 MILLION WITH
STRATEGIC INVESTMENT FROM WHEATON PRECIOUS METALS
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Vancouver, British Columbia and Toronto, Ontario – February 27, 2023 – Integra Resources
Corp. (“Integra”) (TSX-V: ITR; NYSE American: ITRG) and Millennial Precious Metals Corp.
(“Millennial”) (TSX-V: MPM, OTCQB: MLPMF) (together, the “ Companies”) are pleased to
announce that they have entered into an arm’s length definitive agreement dated February 26,
2023 for an at-market merger (the “Arrangement Agreement”), pursuant to which Integra and
Millennial have agreed to combine their respective companies (the “Transaction”) by way of a
court-approved plan of arrangement.
Under the terms of the Transaction, Millennial shareholders will receive 0.23 of a common share
of Integra (each whole share, an “Integra Share”) for each Millennial common share (“Millennial
Share”) held (the “Exchange Ratio”). Existing shareholders of Integra and Millennial will own
approximately 65% and 35%, respectively, of the outstanding Integra Shares on the closing of
the Transaction (but prior to the completion of the equity financing contemplated below). The
Exchange Ratio implies consideration of C$0.18 per Millennial Share based on the closing market
price of the Integra Shares on the TSX Venture Exchange (the “ TSXV”) on February 24, 2023.
The consideration represents a no premium Transaction.
In connection with the Transaction, the Companies are pleased to announce concurrent equity
financings for aggregate gross proceeds of C$35 million, comprised of the Brokered Offering and
Non-Brokered Offering (each, as defined below), the net proceeds of which are expected to be
used by Integra, following completion of the Transaction, to fund an updated Mineral Resource
Estimate and Mine Plan of Operations at the DeLamar Project, the preparation of a Mineral
Resource Estimate and Preliminary Economic Assessment (“PEA”) on Millennial’s Wildcat and
Mountain View Projects, as well as on -going baseline work for additional permitting and
exploration at the Companies’ respective projects, and for working capital and general corporate
purposes. The Companies are pleased to welcome Wheaton Precious Metals Corp. (TSX | NYSE
| LSE: WPM) (“Wheaton”) as a new cornerstone investor, with Wheaton agreeing to invest an
amount equal to up to 9.9% of the issued and outstanding Integra Shares (following the
completion of the proposed Transaction and the conversion of the Subscription Receipts (as
defined below) issuable to Wheaton and pursuant to the Brokered Offering (as defined below)).
The equity participation of Wheaton in connection with the Transaction provides significant project
and transaction validation while also creating a partnership for future project financing. The equity
financing also includes participation by Beedie Investments Ltd. (“Beedie Capital”), an existing
lender and shareholder of Integra.
The combination of Integra and Millennial will create one of the largest precious metals
development and exploration companies in the Great Basin, with the goal of becoming a mid-tier
heap leach gold-silver producer and generating significant value for shareholders. The combined
company will feature a diversified portfolio of assets including Integra’s past producing gold-silver
DeLamar Project in southwest Idaho and Millennial’s oxide-focused Wildcat and Mountain View
Projects in western Nevada. The combined company will boast one of the largest gold -silver
endowments in the Great Basin not controlled by a major mining company. In addition to the
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development pipeline, meaningful exploration potential exists in the BlackSheep, War Eagle and
non-oxide targets at DeLamar and the Dune, Eden, Marr, Ocelot , Cerro Colorado(1) and Red
Canyon(1) Projects from Millennial.
Strategic Rationale for Transaction
• Increased Scale: Combined portfolio consists of 10 high quality assets across various stages
of development with a total measured and indicated resource containing 2.6 million ounces of
gold and 126.9 million ounces of silver and an inferred resource of 1.65 million ounces of gold
and 16.4 million ounces of silver.(2),(3),(4)
• Robust Pipeline: Focused on building a portfolio of low -risk, low-capital intensity and high-
margin heap leach projects located in the Great Basin, considerably reducing risks commonly
associated with single asset development and production companies.
• Industry Leading Growth: Near-term oxide resource growth potential identified at DeLamar,
Wildcat and Mountain View, with the goal of becoming a +200kozs AuEq per annum producer
using a staged development strategy, executed by one singular permitting and development
team.
• The Right Team : Combining two of the leading junior gold exploration and development
teams with a proven track record of success across exploration, construction, project finance,
M&A and capital markets.
• Financial Strength: Concurrent equity offering, including strategic support from Wheaton and
Beedie Capital, provides significant immediate funding and future financing support to
advance key milestones at DeLamar, Wildcat & Mountain View.
George Salamis, President and Chief Executive Officer of Integra, stated, “The merger with
Millennial is an exciting combination that provides balanced benefits to both sets of shareholders
and streamlines the permitting and development of three high-quality, oxide, heap leach projects.
The industry is in need of consolidation, and the support amongst the investment community and
from Wheaton for this merger and concurrent financing has been resoundingly positive.”
Jason Kosec, President and Chief Executive Officer of Millennial, stated, “The result of this
transaction will be a combined company with a greatly strengthened balance sheet, an enhanced
leadership team, and a high-quality asset portfolio with three flagship heap leach projects in the
Great Basin. This represents a significant step toward our long-term vision of building an industry
leading USA-focused mid-tier gold producer.”
(1) Millennial holds an option to acquire Red Canyon and Cerro Colorado.
(2) See NI 43-101 technical report titled: “Technical Report and Preliminary Feasibility Study for the DeLamar and Florida
Mountain Gold – Silver project, Owyhee County, Idaho, USA”, dated March 22, 2022 with an effective date of January
24, 2022 available und er Integra Resources’ SEDAR profile at www.sedar.com and EDGAR profile at
https://www.sec.gov/edgar/search-and-access.
(3) See NI 43 -101 technical report 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
available under Millennial’s SEDAR profile at www.sedar.com.
(4) See NI 43-101 technical report titled: “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 available under Millennial’s
SEDAR profile at www.sedar.com.
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Randy Smallwood, President and Chief Executive Officer of Wheaton Precious Metals ,
commented, “We are pleased to support this transaction between Integra and Millennial and the
much-needed consolidation in the industry. We look forward to becoming a meaningful
shareholder of the combined entity, which provides Wheaton the opportunity of gaining exposure
to high-quality exploration and development assets in one of the top mining jurisdictions in the
world.”
Benefits to Integra and Millennial Shareholders
• Enhanced Scale & Diversification: Combined portfolio contains three of the top oxide heap
leach gold-silver projects in the USA not currently controlled by a major and creates a
foundation for building a new, Great Basin focused, precious metals producer.
• Strong Balance Sheet to Advance Projects : The combined compan y will have a
significantly strengthened balance sheet allowing for meaningful advancement of key
milestones at DeLamar, Wildcat and Mountain View.
• Improved Capital Markets Presence: Enhanced institutional investor following, increased
size and trading liquidity in both Canada and the USA, along with a strong equity research
following.
• Greater Potential for Value Creation: Combination of DeLamar, Wildcat and Mountain View
with a sequenced development strategy is expected to result in greater value creation for
shareholders of Integra and Millennial that would not be possible on a standalone basis ,
balancing execution risks between three projects.
• Wheaton Partnership: Strategic equity partnership with Wheaton provides transaction and
project validation and creates a pathway to project financing with one of the industry’s leaders.
Management Team and Board of Directors
The combined company’s board of directors will be led by George Salamis as Executive Chairman
and will be comprised of six board members nominated by Integra and three board members
nominated Millennial. Apart from his duties as Executive Chairman, Mr. Salamis will be focusing
his efforts executing on permitting and advanced feasibility studies on the combined company’s
flagship DeLamar gold-silver deposit in Idaho.
Reporting to the Executive Chairman, the combined company will be managed by Jason Kosec,
as President and Chief Executive Officer; Timothy Arnold, as Chief Operating Officer; Andree St-
Germain, as Chief Financial Officer ; and Josh Serfass, as Vice President. Mr. Kosec brings
extensive industry and capital markets experience to the leadership team and he, alongside the
broader team, w ill be focused on advancing the oxide projects in Nevada. Millennial’s Vice
President of Corporate Development, Jason Banducci, and its Vice President of Exploration,
Raphael Dutaut, will also be joining the combined management team.
Millennial Special Committee and Fairness Opinion
The special committee of Millennial (the “Millennial Special Committee”) has received a fairness
opinion from Stifel GMP, stating that, as of the date of such opinion, and based upon and subject
to the assumptions, limitations and qualifications stated in such opinion, the consideration to be
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received by Millennial shareholders pursuant to the Transaction is fair, from a financial point of
view, to Millennial shareholders.
The Millennial Special Committee has unanimously approved the Arrangement Agreement and
recommended that the board of directors of Millennial approve the Arrangement Agreement and
that the Millennial shareholders vote in favour of the Transaction.
Board of Directors’ Recommendation and Voting Support
The Arrangement Agreement and the Transaction have been unanimously approved by the
boards of directors of each of Integra and Millennial, and the board of directors of Millennial has
recommended that Millennial shareholders vote in favour of the Transaction.
Transaction Summary
Under the terms of the Transaction, Millennial shareholders will receive 0.23 of an Integra Share
for each Millennial Share held, implying consideration of C$0.18 per Millennial Share.
The Transaction will be effected by way of a court -approved plan of arrangement under the
Business Corporations Act (British Columbia) and will require approval by: (a) 66⅔% of the votes
cast by Millennial shareholders ; and ( b) a simple majority of the votes cast by Millennial
shareholders, excluding certain related parties as prescribed by Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions, in each case, voting in person or
represented by proxy at a special meeting of the Millennial shareholders to consider the
Transaction. The special meeting of Millennial shareholders is expected to be held in April 2023.
Each of the directors and senior officers of Millennial, representing, in aggregate, approximately
9.2% of the issued and outstanding Millennial Shares, have entered into voting support
agreements with Integra and have agreed to vot e in favour of the Transaction at the special
meeting of shareholders of Millennial to be held to consider the Transaction. Further information
regarding the Transaction will be contained in an information circular that Millennial will prepare,
file and mail in due course to its shareholders in connection with the Millennial special meeting.
Pursuant to the Arrangement Agreement, Integra has also agreed to provide Millennial with bridge
financing during the interim period, with the expected amount of such financing to be C$500,000,
subject to the completion of definitive loan documentation and TSXV approval.
The Arrangement Agreement includes customary representations and war ranties for a
transaction of this nature as well as customary interim period covenants regarding the operation
of the Companies’ respective businesses. The Arrangement Agreement also provides for
customary deal-protection measures. In addition to shareholder and court approvals, closing of
the Transaction is subject to applicable regulatory approvals, including, but not limited to, TSXV
approval and the satisfaction of certain other closing conditions customary in transactions of this
nature including the receipt of aggregate proceeds of C$35 million pursuant to the Brokered
Offering and the Non-Brokered Offering. Subject to the satisfaction of these conditions, Integra
and Millennial expect that the Transaction will be completed in the second quarter of 2023. Details
regarding these and other terms of the Transaction are set out in the Arrangement Agreement,
which will be available under the SEDAR profiles of Integra and Millennial at www.sedar.com.
Following completion of the Transaction, the Integra Shares will continue trading on the TSXV
and the Millennial Shares will be de-listed from the TSXV. Approximately 180.4 million Millennial
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Shares are currently outstanding on a non-diluted basis and approximately 79.8 million Integra
Shares are currently outstanding on a non-diluted basis. Upon completion of the Transacti on
(assuming no additional issuances of Integra Shares or Millennial Shares, and excluding
issuances in connection with the concurrent equity financing described below and prior to the
completion of the Consolidation (as defined below) ), there will be approximately 121.8 million
Integra Shares outstanding on a non-diluted basis and approximately 135.2 million Integra Shares
outstanding on a fully-diluted basis.
None of the securities to be issued pursuant to the Arrangement Agreement have been or will be
registered under the United States Securities Act of 1933 , as amended (the “ U.S. Securities
Act”), or any securities laws of any state of the United States, and any securities issued pursuant
to the Transaction are anticipated to be issued in reliance upon available exemptions from such
registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and similar
exemptions under applicable securities laws of any state of the United States. This news release
does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Brokered Offering
Integra has entered into an agreement with Raymond James Ltd. , BMO Capital Markets and
Cormark Securities Inc., as joint bookrunners (collectively, the “ Underwriters”), in connection
with a bought deal private placement offering of 35,000,000 subscription receipts of Integra (the
“Subscription Receipts”) at a price of C$0.70 per Subscription Receipt (the “Issue Price”) for
gross proceeds to Integra of C$24.5 million (the “Brokered Offering”). Integra has also granted
the Underwriters an option, exercisable, in whole or in part, for a period of 30 days following the
closing of the Brokered Offering, to sell up to an additional 15% of the Subscription Receipts sold
under the Brokered Offering at the Issue Price (the “ Over-Allotment Option”). If the Over -
Allotment Option is exercised in full, the total gross proceeds of the Brokered O ffering will be
C$28.2 million.
Each Subscription Receipt shall represent 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) (the “Escrow Release Conditions”), without payment of additional consideration,
one Integra Share, subject to adjustments and in accordance with the terms and conditions of a
subscription receipt agreement to be entered into upon closing of the Brokered Offe ring (the
“Subscription Receipt Agreement”).
The gross proceeds from the sale of the Subscription Receipts will be deposited and held in
escrow pending the satisfaction or waiver of the Escrow Release Conditions by TSX Trust
Company, as subscription receipt and escrow agent under the Subscription Receipt Agreement.
Integra will pay the Underwriters a cash commission and the expenses of the Underwriters
incurred in connection with the Brokered Offering.
If a Termination Event (as defined below) occurs, the escrowed proceeds of the Brokered Offering
will be returned on a pro rata basis to the holders of Subscription Receipts, together with the
interest earned thereon, and the Subscription Receipts will be cancelled and have no further force
and effect, all in accordance with the terms of the Subscription Receipt Agreement. For the
purposes of the Brokered Offering, a “ Termination Event” includes: ( a) an event where the
Escrow Release Conditions are not satisfied or waived prior to June 9, 2023 (subject to extensions
in limited circumstances); (b) the termination of the Arrangement Agreement in accordance with
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its terms, or (c) the termination of the binding letter agreement between Integra and Wheaton with
respect to the Non-Brokered Offering (as defined below).
The Brokered Offering and the Non-Brokered Offering are currently expected to close on or about
March 16, 2023 and are subject to TSXV and other necessary regulatory approvals. Following
completion of the Transaction, the net proceeds from the Brokered Offering and the Non-Brokered
Offering are expected to be used to fund an updated resource estimate and Mine Plan of
Operations for DeLamar, updated resource estimates and PEAs for Wildcat and Mountain View,
permit advancement, and for working capital and general corporate purposes.
The Subscription Receipts will be offered by way of: (a) private placement in each of the provinces
of Canada pursuant to applicable prospectus exemptions under applicable Canadian securities
laws; (b) in the United States or to, or for the account or benefit of U.S. persons, by way of private
placement pursuant to the exemptions from registration provided for und er Rule 506(b) and/or
Section 4(a)(2) of the U.S. Securities Act; and (c) in jurisdictions outside of Canada and the United
States as are agreed to by Integra and the Underwriters on a private placement or equivalent
basis.
The securities being offered pursuant to the Brokered Offering and the Non-Brokered Offering
have not been, nor will they be, registered under 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.
Non-Brokered Offering
Pursuant to a binding letter agreement, Wheaton has agreed to purchase the lesser of: (a) C$15
million of Subscription Receipts at the Issue Price; (b) such number of Subscription Receipts that
will result in Wheaton owning 9.9% of the issued and outstanding Integra Shares (following the
completion of the proposed Transaction and the conversion of the Subscription Receipts issuable
to Wheaton and pursuant to the Brokered Offering); and ( c) 30% of the combined Subscription
Receipts to be issued to Wheaton and investors in the Brokered Offering (the “ Non-Brokered
Offering”). The Non-Brokered Offering is expected to close concurrently with the Brokered
Offering and is subject to TSXV and other necessary regulatory approvals , and execution of
definitive agreements. No fee or commission shall be payable on the sale of Subscription Receipts
to Wheaton pursuant to the Non-Brokered Offering.
Pursuant to the terms of the Non-Brokered Offering, and upon completion of the Transaction,
Wheaton will receive a corporate wide right of first refusal on precious metals royalties, streams
or pre-pays pertaining to any properties that Integra or its affiliates: (a) currently hold; (b) acquire
in connection with the Transaction; and (c) acquire in the future within a five kilometer radius of
the outer perimeter of the foregoing properties or is otherwise acquired in connection with or for
the use of the projects currently held by Integra and Millennial. Integra will also grant to Wheaton
the right to participate in future equity off erings so that it can maintain at least its pro rata
ownership at the time of any such offering, up to a maximum of 9.9% of the Integra Shares
(provided Wheaton holds at least 5.0% of the outstanding equity at the time of such offering).
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Beedie Capital Credit Facility
In connection with the closing of the Transaction, the convertible loan agreement with Beedie
Capital dated July 28, 2022 (the “Loan Agreement”) will be amended to accommodate the assets
of Millennial and its subsidiaries, each of which, following the closing of the Transaction, will be
loan parties and provide guarantees and security for the obligations under the Loan Agreement.
In addition, conditional on the closing of the Transaction, the Loan Agreement will be amended
to, among other things, modify the conversion price on the initial advance of US$10 million under
the Loan Agreement to reflect a 35% premium to the Issue Price (the “ Initial Advance
Conversion Price”) and to increase the effective interest rate from 8.75% to 9.25% per annum
on the loan outstanding, which interest continues to be accrued for the first twenty -four (24)
months from the date of the Loan Agreement, payable quarterly either in shares or in cash, at
Integra’s election. As of the date hereof, the principal amount of the loan outstanding under the
Loan Agreement is US$20 million, of which US$10 million is currently drawn.
Beedie Capital has provided their consent for the Transaction, subject to, among other things, the
satisfaction or waiver of certain conditions precedent by Integra, including the completion of the
Brokered Offering and the Transaction in accordance with their respective terms, approval of the
TSXV and the New York Stock Exchange for the revised Initial Advance Conversion Price and
there being no other default or event of default under the Loan Agreement.
Consolidation
Subject to the completion of the Transaction and receipt of approval from the TS XV, Integra
intends to consolidate the Integra Shares on the basis of one post-consolidation Integra Share for
every 2.5 pre -consolidation Integra Share s (the “ Consolidation”). It is expected that the
Consolidation will take effect shortly following the completion of the Transaction.
Assuming the maximum number of Subscription Receipts are sold pursuant to the Brokered
Offering (including pursuant to the Over-Allotment Option) and the Non-Brokered Offering, Integra
expects to have approximately 177.1 million Integra Shares issued and outstanding immediately
following the completion of the Transaction on a non-diluted basis and approximately 190.4 million
Integra Shares outstanding on a fully -diluted basis . Following the implementation of the
Consolidation, Integra will have approximately 70.8 million Integra Shares issued and outstanding
on a non-diluted basis and approximately 76.2 million Integra Shares outstanding on a fully-diluted
basis. No fractional Integra Shares will be issued, and any fractional interest in Integra Shares
resulting from the Consolidation will be rounded down to the nearest whole Integra Share.
A letter of transmittal will be mailed to registered shareholders once the Consolidation has taken
effect, which will contain instructions on how registered shareholders can exchange their share
certificates or direct registration system advices (“ DRS Advices ”), evidencing their pre -
Consolidation Integra Shares for new share certificates or DRS Advices representing the number
of post-Consolidation Integra Shares to which they are entitled.
Advisors and Counsel
Cassels Brock & Blackwell LLP is acting as legal counsel to Integra and Cormark Securities Inc.
is acting as financial advisor to Integra in connection with the Transaction.
Bennett Jones LLP is acting as legal counsel to Millennial and Stifel GMP is acting as financial
advisor to the Millennial Special Committee in connection with the Transaction.
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Conference Call and Webcast
Integra and Millennial will jointly host a webinar to discuss the Transaction on February 28, 2023
at 8:00 a.m. PST / 11:00 a.m. EST . Participants may join the webinar by registering at the link
below:
https://us02web.zoom.us/webinar/register/WN_1Vst7BoCSAGnQ5nMCt67zw
A replay of this webinar will be available on Integra’s website.
Technical Disclosure and Qualified Persons
The scientific and technical information contained in this news release with respect to Integra has
been reviewed and approved by E. Max Baker Ph.D. (F.AusIMM), Integra’s Vice President
Exploration of Post Falls, Idaho, a “Qualified Person” (“QP”) as defined in National Instrument 43-
101 – Standards of Disclosure for Mineral Project s (“NI 43-101”). The scientific and technical
information contained in this news release with respect to Millennial has been reviewed and
approved by Raphael Dutaut, Ph.D., P.Geo., Vice President, Exploration for Millennial, a QP as
defined by NI 43-101.
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 resourc e growth and conversion while providing robust economic
studies in its maiden preliminary economic assessment and now Pre-Feasibility Study (the
“PFS”). 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 (TSXV:MPM, OTCQB:MLPMF) 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 1 5, 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.