Integra Resources Announces Closing of C$35 Million Financing, Including Strategic Investment from Wheaton Precious Metals
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INTEGRA RESOURCES ANNOUNCES CLOSING OF C$35 MILLION FINANCING, INCLUDING STRATEGIC
INVESTMENT FROM WHEATON PRECIOUS METALS
Vancouver, British Columbia – March 16, 2023 – Further to the joint news release of Integra Resources
Corp. (“Integra” or the “ Company”) (TSX-V: ITR; NYSE American: ITRG) and Millennial Precious Metals
Corp. (“ Millennial”) (TSX -V: MPM, OTCQB: MLPMF) dated February 27, 2023 announcing Integra’s
intention to combine with Millennial (the “Transaction”), the Company announces that it has completed
its bought deal private placement of 35,000,000 subscription receipts (the “ Subscription Receipts”) at a
price of C$0.70 per Subscription Receipt (the “ Offering Price”) for gross proceeds of C$24.5 million ( the
“Brokered Offering”), and a concurrent non-brokered private placement (the “Non-Brokered Offering”)
with Wheaton Precious Metals Corp. (“ WPM”) 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. (collectively, the “Underwriters”).
The gross proceeds from the Brokered Offering and the Non-Brokered Offering have been placed into
escrow with TSX Trust Company (the “Subscription Receipt Agent”). 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) (the “ Escrow Release Conditions ”), without
payment of additional consideration, one common share in the capital of Integra (each an “Integra Share”
and collectively, the “ Integra Shares ”) 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 (the “Subscription Receipt Agreement”). If the Escrow Release
Conditions are satisfied on or before June 9, 2023 (the “Termination Date”), 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.
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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 s old 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 (the “PFS”). An independent technical report for the PFS on the DeLamar Project
has been prepared in accordance with the requiremen ts 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, Pers hing 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.
On Behalf of the Board of Directors
George Salamis
President, CEO and Director
Contact Information
Inquiries: [email protected]
Corporate inquiries: [email protected]
Office phone: 1-604-416-0576
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MILLENNIAL CONTACT INFORMATION
Jason Kosec
President, CEO and Director
Phone: 250-552-7424
Website: https://millennialpreciousmetals.com/
Forward Looking and Other Cautionary Statements
This news release contains “forward -looking information” and “forward -looking statements” (collectively, “forward -looking
statements”) within the meaning of the applicable Canadian and U.S. 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 discussion with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is
expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including
negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward -looking statements. In this
news releas e, forward -looking statements relate, among other things, to: the proposed use of the net proceeds from the
Brokered Offering and the Non-Brokered Offering; the ability of Integra to consummate the Transaction and satisfy the Escrow
Release Conditions; anticipated advancement of mineral properties or programs; future operations; future growth potential of
Integra; the preparation of an updated Mineral Resource Estimate and Mine Plan of Operations at the DeLamar Project; the
preparation of the Wildcat and Mountain View PEA; the Consolidation; 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 pro perties; and future development plans. These forward -looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our
business. Management believes that these assumpti ons are reasonable. Forward -looking information involves known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements expressed or implied by the forward -looking
information. Such factors include, among others: risks related to the speculative nature of the Company’s business; the
Company’s formative stage of development; the impact of COVID -19 on the tim ing of exploration and development work; the
Company’s financial position; possible variations in mineralization, grade or recovery rates; actual results of current explo ration
activities; actual results of reclamation activities; conclusions of future eco nomic evaluations; 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 politi cal or
economic developments; risks and hazards associated with the business of min eral exploration, development and mining
(including environmental hazards, industrial accidents, unusual or unexpected formation 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 mine ral exploration and
development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and tit le
to properties. Such factors are described in detail in the Supplements and the documents incorporated by reference in the
Supplements.
Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any
obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as
may be r equired by applicable securities laws. There can be no assurance that forward -looking information will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements and there may be
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other factors that cause results not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance
on forward-looking information.
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 accorda nce 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 rel ease 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 the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.