Integra Resources and Millennial Precious Metals Complete Friendly at-Market Merger
INTEGRA RESOURCES AND MILLENNIAL PRECIOUS METALS COMPLETE FRIENDLY
AT-MARKET MERGER
Vancouver, British Columbia and Toronto, Ontario – May 4, 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 the completion of their previously announced at-market merger (the “Transaction”) by
way of a court-approved plan of arrangement (the “Arrangement”).
Executive Chairman and Director of Integra, George Salamis, stated, “By combining Integra
with Millennial, we have created one of the largest precious metals exploration and development
companies in the Great Basin, with three high-quality heap-leach projects, an exciting portfolio of
exploration properties, and a significantly enhanced capital markets profile.”
President, Chief Executive Officer and Director of Integra, Jason Kosec, stated, “The
completion of this transaction represents a significant step toward our long-term vision of building
an industry-leading, US-focused mid-tier producer. 2023 will be a pivotal year for the company as
we work to deliver an updated resource estimate and submit the mine plan of operations at
DeLamar, as well as an updated resource estimate and PEA at Wildcat & Mountain View.”
Under the terms of the Transaction, Integra acquired all of the issued outstanding common shares
of Millennial (each, a “Millennial Share”). Millennial shareholders received 0.23 of a common
share of Integra (each whole share, an “Integra Share ”) for each Millennial Share held (the
“Exchange Ratio ”). In aggregate, 42,180,139 Integra Shares were issued today to former
Millennial shareholders as consideration for their Millennial Shares.
As a result of the Transaction, Millennial has become a wholly-owned subsidiary of Integra and
the Millennial Shares are anticipated to be delisted from the TSX Venture Exchange (the “TSXV”)
at market close on or about May 5, 2023. Following the delisting, Millennial intends to apply to
cease to be a reporting issuer under applicable Canadian securities laws.
Executive Leadership and Board of Directors
Integra will be led by George Salamis, as Executive Chairman; Jason Kosec, as President and
Chief Executive Officer; Timothy Arnold, as Chief Operating Officer; and Andree St-Germain, as
Chief Financial Officer. Jason Kosec, Sara Heston and Eric Tremblay have joined Integra’s board
of directors (the “Board”). The Board also includes Stephen de Jong, George Salamis, Anna
Ladd-Kruger, Timo Jauristo, C.L. “Butch” Otter and Carolyn Clark Loder. David Awram has
resigned from the Board and will assume the role of advisor to Integra. Integra would like to thank
Mr. Awram for his years of service to Integra and looks forward to continuing to work with him as
an advisor. Former Chief Geologist and director of Millennial, Ruben Padilla, will also serve as a
technical advisor to Integra.
Subscription Receipt Financing
In connection with closing of the Transaction, the escrow release conditions in respect of an
aggregate of 50,000,000 subscription receipts (the “Subscription Receipts”) of Integra issued
on March 16, 2023 at a price of C$0.70 per Subscription Receipt (the “Subscription Receipt
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Financing”) were satisfied and the net proceeds in the amount of approximately C$34,140,973
were released to Integra. The net proceeds 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. Each Subscription Receipt
automatically converted today into one Integra Share for no additional consideration. The Integra
Shares issued today upon conversion of the Subscription Receipts are subject to a statutory hold
period expiring on July 17, 2023.
Information for Millennial Shareholders
In order to receive Integra Shares in exchange for Millennial Shares, registered shareholders of
Millennial must complete, sign, date and return the letter of transmittal that was mailed to each
Millennial shareholder prior to closing. The letter of transmittal is also available under Millennial’s
profile on SEDAR at www.sedar.com. For those shareholders of Millennial whose Millennial
Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or
other intermediary or nominee, they should contact such nominee for assistance in depositing
their Millennial Shares and should follow the instructions of such intermediary or nominee.
Convertible Securities
Millennial RSUs
Pursuant to the Arrangement, each Millennial restricted share unit (a “Millennial RSU”), whether
vested or unvested, has vested in accordance with the terms of the restricted share unit plan of
Millennial and settled into Millennial Shares, with such Millennial Shares having then been
exchanged for Integra Shares in accordance with the Exchange Ratio.
The TSXV has granted Millennial a waiver of the requirements of section 4.6 of TSXV Policy 4.4
– Security Based Compensation with respect to the accelerated vesting, pursuant to the
Arrangement, of certain Millennial RSUs held by Jason Kosec, Sara Heston, Eric Tremblay, Jason
Banducci and Raphael Dutaut, who will each serve as a director and/or officer of Integra following
completion of the Arrangement. Details regarding the Millennial RSUs held by such persons prior
to the completion of the Arrangement can be found in the management information circular of
Millennial dated March 27, 2023, which is available under Millennial’s profile on SEDAR at
www.sedar.com.
Millennial Options
Pursuant to the Arrangement, each Millennial option (a “Millennial Option”), whether vested or
unvested, has been transferred to Integra, with the holder thereof receiving as consideration an
option to purchase from Integra such number of Integra Shares equal to the Exchange Ratio
multiplied by the number of Millennial Shares subject to the Millennial Option, at an exercise price
per Integra Share equal to the current Millennial Option exercise price divided by the Exchange
Ratio, exercisable until the original expiry date of such Millennial Option and otherwise governed
by the terms of the Millennial stock option plan.
Millennial Warrants
Pursuant to the Arrangement, each Millennial warrant to purchase common shares (a “Millennial
Warrant”) will, upon the exercise of such rights, entitle the holder thereof to be issued and receive
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for the same aggregate consideration, upon such exercise, in lieu of the number of Millennial
Shares to which such holder was theretofore entitled upon exercise of such Millennial Warrants,
the kind and aggregate number of Integra Shares that such holder would have been entitled to
be issued and receive if, immediately prior to the effective time of the Arrangement, such holder
had been the registered holder of the number of Millennial Shares to which such holder was
theretofore entitled upon exercise of such Millennial Warrants. All other terms governing the
warrants, including, but not limited to, the expiry date, exercise price and the conditions to and
the manner of exercise, will be the same as the terms that were in effect immediately prior to the
Effective Time, and shall be governed by the terms of the applicable warrant instruments.
Prior to the completion of the Transaction, Millennial had outstanding a class of Millennial
Warrants listed on the TSXV under the trading symbol MPM.WT (the “ Listed Millennial
Warrants”). The Listed Millennial Warrants will continue trading on the TSXV as Millennial
warrants, under their existing trading symbol, and will remain listed on the TSXV until the earliest
to occur of their exercise, expiry or delisting. As required by the warrant indenture in respect of
the Listed Millennial Warrants, Integra has entered into a supplemental warrant indenture in
respect of such warrant indenture governing the Listed Millennial Warrants. A copy of the
supplemental warrant indenture will be made available on Millennial’s and Integra’s respective
SEDAR profiles at www.sedar.com.
Further information about the Transaction is set forth in the materials prepared by Millennial in
respect of the special meeting of the shareholders of Millennial which were mailed to Millennial
shareholders and filed under Millennial’s profile on SEDAR at www.sedar.com.
Other Matters
An application has been filed with the applicable securities regulators of Millennial for exemptive
relief from certain continuous disclosure and insider reporting requirements. In the event Millennial
is granted such relief, holders of Listed Millennial Warrants will be directed to reference, and rely
upon, the public disclosure filings of Integra.
Share Consolidation
Subject to the receipt of approval from the TSXV and NYSE American, Integra intends to
consolidate the Integra Shares on the basis of one post-consolidation Integra Share for every 2.5
pre-consolidation Integra Shares (the “Consolidation”). The Consolidation is currently expected
to be implemented prior to the end of May 2023.
As a result of the Consolidation, Integra Shares issuable pursuant to Integra’s convertible
securities will be proportionally adjusted on the same basis. No fractional Integra Shares will be
issued, and any fractional interest in Integra Shares resulting from the Consolidation will be
rounded 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.
None of the securities issued pursuant to the Transaction or the Subscription Receipt
Financing have been or will be registered under the United States Securities Act of 1933, as
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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 or the Subscription Receipt Financing have
been or will be issued in reliance upon available exemptions from such registration requirements.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities.
Early Warning Disclosure
Prior to the Transaction, Integra held nil Millennial Shares. Following the completion of the
Transaction, Integra holds all of the issued and outstanding Millennial Shares. An early warning
report will be filed by Integra under Millennial’s SEDAR profile at www.sedar.com in accordance
with applicable securities laws. To obtain a copy of the early warning report, please contact the
Corporate Secretary of Integra at 604-416-0576 or [email protected]. Integra’s head
office is located at 1050 - 400 Burrard Street, Vancouver, British Columbia, V6C 3A6.
Advisors and Counsel
Cassels Brock & Blackwell LLP acted as legal counsel and Cormark Securities Inc. acted as
financial advisor to Integra in connection with the Transaction.
Bennett Jones LLP acted as legal counsel to Millennial and Stifel GMP acted as financial advisor
to the special committee of the board of directors of Millennial in connection with the Transaction.
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 Chief Geologist of
Post Falls, Idaho, a “qualified person” as defined in National Instrument 43-101 – Standards of
Disclosure for Mineral Projects (“NI 43-101”).
About Integra Resources
Integra Resources Corp. 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
three flagship oxide heap leach projects: the past producing DeLamar Project located in
southwestern Idaho and the Wildcat and Mountain View Projects located in western 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.
INTEGRA CONTACT INFORMATION
Inquiries: [email protected]
Website: www.integraresources.com
Phone: 604-416-0576
Forward looking and other cautionary statements
Certain information set forth in this news release contains “forward‐looking statements” and
“forward‐looking information” within the meaning of applicable Canadian securities legislation and
applicable United States securities laws (referred to herein as forward ‐looking statements).
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Except for statements of historical fact, certain information contained herein constitutes forward‐
looking statements which includes, but is not limited to, statements with respect to: the potential
benefits to be derived from the Transaction, including, but not limited to, the goals, synergies,
strategies, opportunities, profile, mineral resources and potential production, project timelines,
prospective shareholding, integration and comparables to other transactions; the Consolidation;
the future financial or operating performance of the Companies and the Companies’ mineral
properties and project portfolios; Integra’s intended use of the net proceeds from the sale of
Subscription Receipts; the results from work performed to date; the estimation of mineral
resources and reserves; the realization of mineral resource and reserve estimates; the
development, operational and economic results of technical reports on mineral properties
referenced herein; magnitude or quality of mineral deposits; the anticipated advancement of the
Companies’ mineral properties and project portfolios; exploration expenditures, costs and timing
of the development of new deposits; underground exploration potential; costs and timing of future
exploration; the completion and timing of future development studies; estimates of metallurgical
recovery rates; exploration prospects of mineral properties; requirements for additional capital;
the future price of metals; government regulation of mining operations; environmental risks; the
timing and possible outcome of pending regulatory matters; the realization of the expected
economics of mineral properties; future growth potential of mineral properties; and future
development plans.
Forward-looking statements are often identified by the use of words such as “may”, “will”, “could”,
“would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”,
“plans”, “planned”, “forecasts”, “goals” and similar expressions. Forward-looking statements are
based on a number of factors and assumptions made by management and considered reasonable
at the time such information is provided. Assumptions and factors include: the integration of the
Companies, and realization of benefits therefrom; the Companies’ ability to complete its planned
exploration programs; the Consolidation; the absence of adverse conditions at mineral properties;
no unforeseen operational delays; no material delays in obtaining necessary permits; the price of
gold remaining at levels that render mineral properties economic; the Companies’ ability to
continue raising necessary capital to finance operations; and the ability to realize on the mineral
resource and reserve estimates. Forward ‐looking statements necessarily involve known and
unknown risks and uncertainties, which may cause actual performance and financial results in
future periods to differ materially from any projections of future performance or results expressed
or implied by such forward‐looking statements. These risks and uncertainties include, but are not
limited to: integration risks; general business, economic and competitive uncertainties; the actual
results of current and future exploration activities; conclusions of economic evaluations; meeting
various expected cost estimates; benefits of certain technology usage; changes in project
parameters and/or economic assessments as plans continue to be refined; future prices of metals;
possible variations of mineral grade or recovery rates; the risk that actual costs may exceed
estimated costs; geological, mining and exploration technical problems; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other risks of the mining
industry; delays in obtaining governmental approvals or financing; the speculative nature of
mineral exploration and development (including the risks of obtaining necessary licenses, permits
and approvals from government authorities); title to properties; the impact of COVID-19 on the
timing of exploration and development work and management’s ability to anticipate and manage
the foregoing factors and risks. Although the Companies have attempted to identify important
factors that could cause actual actions, events or results to differ materially from those described
in the forward-looking statements, there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. Readers are advised to study and consider risk
factors disclosed in Integra’s annual report on Form 20-F dated March 17, 2023 for the fiscal year
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ended December 31, 2022, and Millennial’s management’s discussion and analysis dated April
28, 2023 for the fiscal year ended December 31, 2022.
There can be no assurance that forward ‐looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements. The
Companies undertake no obligation to update forward ‐looking statements if circumstances or
management’s estimates or opinions should change except as required by applicable securities
laws. The forward-looking statements contained herein are presented for the purposes of
assisting investors in understanding the Companies’ plans, objectives and goals, including with
respect to the Transaction, and may not be appropriate for other purposes. Forward-looking
statements are not guarantees of future performance and the reader is cautioned not to place
undue reliance on forward ‐looking statements. This news release also contains or references
certain market, industry and peer group data, which is based upon information from independent
industry publications, market research, analyst reports, surveys, continuous disclosure filings and
other publicly available sources. Although the Companies believe these sources to be generally
reliable, such information is subject to interpretation and cannot be verified with complete certainty
due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering
process and other inherent limitations and uncertainties. The Companies have not independently
verified any of the data from third party sources referred to in this news release and accordingly,
the accuracy and completeness of such data is not guaranteed.
Cautionary Note for U.S. Investors Concerning Mineral Resources and Reserves
NI 43-101 is a rule of the Canadian Securities Administrators which establishes standards for all
public disclosure an issuer makes of scientific and technical information concerning mineral
projects. Technical disclosure contained in this news release has been prepared in accordance
with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification
System. These standards differ from the requirements of the U.S. Securities and Exchange
Commission (“SEC”) and resource information contained in this news release may not be
comparable to similar information disclosed by domestic United States companies subject to the
SEC’s reporting and disclosure requirements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.