Integra Resources Announces Transformational Merger with Florida Canyon GOLD Creating a Leading Growth Focused GOLD and Silver Producer IN the Great Basin C$20 Million Private Placement Bought Deal Financing of Subscription
INTEGRA RESOURCES ANNOUNCES
TRANSFORMATIONAL MERGER WITH
FLORIDA CANYON GOLD CREATING A
LEADING GROWTH FOCUSED GOLD AND
SILVER PRODUCER IN THE GREAT BASIN
C$20 MILLION
PRIVATE PLACEMENT BOUGHT DEAL FINANCING OF SUBSCRIPTION
RECEIPTS IN CONNECTION WITH THE TRANSACTION
/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, BC
and
TORONTO
,
July 29, 2024
/CNW/ - Integra Resources Corp. ("
Integra"
or
the
"Company
") (TSXV: ITR) (NYSE American: ITRG) and Florida Canyon Gold Inc. ("
FCGI
")
(TSXV: FCGV) (together, the "
Companies
") are pleased to announce that they have entered into a
definitive arrangement agreement (the "
Arrangement Agreement
"), dated
July 28, 2024
, whereby
Integra has agreed to acquire all of the issued and outstanding shares of FCGI pursuant to a court-
approved plan of arrangement (the "
Transaction
"). The Transaction will create a diversified, Great
Basin-focused gold ("
Au
") and silver ("
Ag
") producer with immediate gold production of
approximately 70 thousand ounces ("
kozs
") of gold equivalent ("
AuEq
")
(1)
per annum from the
Florida Canyon Gold Mine ("
Florida Canyon
"), coupled with a built-in growth pipeline of high-quality
development stage assets including the DeLamar Project ("
DeLamar
") and the Nevada North Project
("
Nevada North
").
Under the terms of the Transaction, FCGI shareholders will receive 0.467 of a common share of
Integra (each whole share, an "
Integra Share
") for each common share of FCGI ("
FCGI Share
")
held (the "
Exchange Ratio
"). Existing shareholders of Integra and FCGI will own approximately
60% and 40%, respectively, of the outstanding Integra Shares on closing of the Transaction (but
prior to the completion of the equity financing described below) on a fully-diluted in-the-money basis.
The Exchange Ratio implies consideration of
C$0.69
per FCGI Share based on the closing market
price of the Integra Shares on the TSX Venture Exchange (the "
TSXV
") on
July 26, 2024
for total
consideration of approximately
C$95 million
.
In connection with the Transaction, Integra announces a concurrent bought deal private placement
financing of Subscription Receipts (as defined below) for gross proceeds of approximately
C$20
million
(the "
Offering
"). The net proceeds from the Offering will be used to fund mine optimization
opportunities at Florida Canyon, for continued advancement of DeLamar and Nevada North, and for
general corporate purposes. The Offering includes participation from key cornerstone shareholders
of both Integra and FCGI, including Beedie Investments Ltd. ("
Beedie Capital
"), Wheaton Precious
Metals Corp. ("
Wheaton
"), and GMT Capital Corp. ("
GMT
").
The merger between FCGI and Integra creates a growth focused gold and silver producer in the
Great Basin, providing balanced and transformational benefits to shareholders of both Integra and
FCGI. The Transaction is strategically aligned with Integra's long-term vision of becoming a leading
US based mid-tier gold-silver producer and generating significant value for all shareholders and
stakeholders. Following completion of the Transaction, Integra will hold a diversified and tactically
sequenced portfolio of gold-silver production and development assets, all within the top tier mining
jurisdiction of the Great Basin. Currently cash flowing Florida Canyon will serve as the foundational
production asset, underpinned by two high-quality development projects in DeLamar and Nevada
North. The combined portfolio provides a pathway for Integra to materially grow its production profile
and become a mid-tier producer capable of delivering over 250kozs AuEq
(1)
per annum from a top
tier mining jurisdiction at a competitive all-in sustaining cost ("
AISC
").
Strategic Rationale for Transaction
Immediate Gold Production & Cash Flow
: The Transaction will establish Integra as a newly
formed junior gold-silver producer, providing investors immediate exposure to the strong metal
price environment through Florida Canyon.
Florida Canyon:
Florida Canyon is a proven open-pit mining operation located in
Nevada
, with solid
operating performance in recent years due to enhancements to personnel and
operational practices.
Production in 2023 of ~71kozs AuEq at net cash costs and AISC of
US$1,368
/oz and
US$1,654
/oz, respectively.
(1)(2)
The 2024 NI 43-101 Technical Report for Florida Canyon demonstrated a 7 year mine
life (not including three years of residual leaching), producing an average of ~70kozs
AuEq per annum, generating an after-tax Net Present Value ("
NPV
") 5% of
US$128
million
(using Base Case gold of
US$2,200
/oz for 2024,
US$2,150
/oz for 2025/2026
and
US$1,900
/oz thereafter).
(1)
Robust Pipeline to Support Industry Leading Growth
: Complementary portfolio of robust,
strategically sequenced, oxide heap leach projects, creating clear a path to growing production
and becoming a mid-tier precious metals producer.
DeLamar
:
DeLamar is an advanced gold-silver heap leach project located in southwestern
Idaho
.
A
Mine Plan
of Operations has been submitted and deemed complete by the U.S.
Bureau of Land Management in
June 2024
. DeLamar is one of the few gold-silver
development projects in the Western U.S. that will be actively advanced through the
National Environmental Protection Agency ("
NEPA
") mine permitting process,
demonstrating the significant scarcity value of the project.
The 2022 Pre-feasibility Study ("
PFS
") for DeLamar demonstrated an 8-year mine life,
producing an average of 136kozs AuEq per annum, generating an after-tax NPV5% of
US$470M
and Internal Rate of Return ("
IRR
") of 33% (using
US$2,000
/oz Au and
US$23
/oz Ag).
(2)
The 2022 PFS study mine plan excludes ~500kozs AuEq of Measured & Indicated ("
M&I
")
resources found in historic stockpiles. The stockpiles sit at surface and were mined by previous
operations. The stockpile resource was published by Integra in 2023. Feasibility Study work is
ongoing which will incorporate the stockpiles into a mine plan.
(2)
Nevada North
:
Nevada North is comprised of the Wildcat and Mountain View deposits, located in
northwestern
Nevada
. The Wildcat deposit is located approximately 40 miles from
Florida Canyon.
The 2023 Preliminary Economic Assessment for Nevada North demonstrated a 13-
year mine life, producing an average of 80kozs AuEq per annum, generating an after-
tax NPV5% of
US$490M
and IRR of 37% (using
US$2,000
/oz Au and
US$23
/oz
Ag)
(1)
. Approximately 80% of the stated mineral resource at Nevada North is within the
Indicated category.
Drilling is currently underway at the Wildcat Deposit to increase oxide mineralization
adjacent to the existing resource while also testing the high-grade breccia target for
oxide resource expansion and to gather material for further metallurgical and
geotechnical testing.
Significant Resource Endowment:
Combined portfolio of three high-quality oxide heap leach
gold-silver projects within the Great Basin with peer leading resource inventory with 5.2 million
ounces ("
Mozs
") Au and 152.5Mozs Ag in the M&I category, and 2.9Mozs Au 17.2Mozs Ag in
the Inferred category. Total mineral reserves of 2.0Mozs Au and 51.3Mozs Ag in the Proven
and Probable category based on oxide and mixed ore.
([1]),([2]),([3])
Strong Potential for Regional Synergies:
Tangible synergies exist between Florida Canyon
and Nevada North, located approximately 40 miles apart, which are expected to drive significant
additional long-term value within the Great Basin for all shareholders and stakeholders. Integra
will also benefit from a seasoned and experienced team at Florida Canyon as it brings DeLamar
and Nevada North into production.
High Quality Team
: The executive team and Board of Directors have a proven track record of
success in exploration, project-development and mining operations in the U.S. In addition, the
senior leadership team boasts significant project financing, mergers & acquisitions ("
M&A
"), and
capital markets experience.
Financial Strength
: The Company will be strongly positioned to optimize Florida Canyon and
advance key milestones at DeLamar and Nevada North – Wheaton and Beedie Capital
partnerships provide line-of-sight to project financing.
Benefits to Local Communities
: The Transaction creates 20+ years of employment for the
local workforce at Florida Canyon and brings significant benefits to communities surrounding
Integra's key projects in
Nevada
and
Idaho
. All key projects are located within driving distance
of each other.
____________________________________
(1)
See NI 43-101 technical report titled: "NI 43-101 Technical Report, Florida Canyon Gold Mine, Pershing County, Nevada, USA", dated July 11, 2024 with an effective date of June
28, 2024 available under FCGI's SEDAR+ profile at
www.sedarplus.ca
. Gold equivalent using US$1,900/oz Au and US$20.00/oz Ag. 2023 production figures for Florida Canyon
reported in Argonaut Gold Inc. Management's Discussion & Analysis for the year ended December 31, 2023. Refer to Table 1 below for mineral reserve and resource estimate.
(2)
See NI 43-101 technical report titled: "Technical Report 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 under Integra Resources' SEDAR+ profile at
www.sedarplus.ca
and EDGAR profile at www.sec.gov. Gold equivalent using
US$1,700/oz Au and US$21.50/oz Ag. Refer to Table 2 below for mineral reserve and resource estimate.
(3)
See NI 43-101 technical report titled: "NI 43-101 Technical Report, Preliminary Economic Assessment for the Wildcat and Mountain View Projects, Pershing and Washoe Counties,
Nevada, USA", dated July 30, 2023, with an effective date of June 28, 2023, available under Integra Resources' SEDAR+ profile at
www.sedarplus.ca
and EDGAR profile at
www.sec.gov
. Gold equivalent using US$1,700/oz Au and US$21.50/oz Ag. Refer to Table 1 below for mineral reserve and resource estimate.
Jason Kosec
, President and Chief Executive Officer of Integra, stated,
"The Transaction
between Integra and FCGI is a unique opportunity to combine production and cash flows with two
complementary high-quality growth projects in the Great Basin, one of the best mining jurisdictions in
the world. Post Transaction Integra will benefit from the currently cash flowing Florida Canyon mine,
which provides investors immediate exposure to strong metal prices. DeLamar and Nevada North
provide an unmatched growth pipeline that create a pathway to grow Integra from a junior to mid-tier
producer in the coming years. As DeLamar is advanced through permitting and toward production, it
will greatly benefit from the existing operational and technical capabilities of the team operating
Florida Canyon. Moreover, the proximity of Florida Canyon to Nevada North will create a 20+ year
mining complex that will benefit from tangible synergies and also deliver significant value to both
shareholders and local communities. This Transaction represents a monumental step towards
Integra's long-term vision of building an industry leading
USA
focused mid-tier gold producer."
Audra Walsh
, Interim Chief Executive Officer of FCGI, stated
, "We are excited to announce the
merger of FCGI with Integra, a strategic move that will significantly enhance the combined
company's position as a leading US junior gold producer with a strong growth pipeline. This
transaction offers FCGI shareholders substantial ongoing ownership in the new company, providing
the opportunity to participate in the anticipated future re-rating as DeLamar progresses toward
production. The close proximity of Florida Canyon, DeLamar, and Nevada North has the potential to
generate substantial synergies, paving the way for accelerated growth and operational efficiencies."
Benefits to Integra Shareholders
Immediate transition from gold developer to junior gold producer with predictable annual
production from a proven heap leach mining operation, providing investors exposure to the
strong metal price environment.
Potential for new oxide discoveries identified at targets along strike at Florida Canyon, which
have the potential to significantly extend mine life.
Existing Florida Canyon team will provide benefits to entire portfolio of projects. Operational and
technical expertise from Florida Canyon will be invaluable for engineering, construction, and
ramp-up at DeLamar. The proximity of Florida Canyon and Nevada North is expected to create
tangible synergies for people and equipment as Nevada North is brought online.
The combined company will benefit from enhanced scale and improved capital markets profile,
trading liquidity, and expected reduction to cost of capital which will be crucial for project
financing at DeLamar.
Creates the potential for future index inclusion and the addition of new significant cornerstone
investors to join the likes of Wheaton, Beedie Capital, and GMT.
Benefits to FCGI Shareholders
FCGI shareholders retain meaningful ownership in one of the largest precious metals companies
in the Great Basin by mineral endowment.
Provides diversification from a single asset production company to a multi-asset vehicle with
production and two high-quality development projects, creating a long-term operating platform
and pathway for growth.
Florida Canyon workforce will benefit from the addition of nearby development projects with
potential for career advancements and longevity. Communities surrounding Florida Canyon will
benefit from a larger platform to support expanding mining operations within region.
Significantly improves the company's capital markets profile with a NYSE American listing and
enhanced coverage from the analyst and investor community. In addition, adds a top-tier roster
of institutional and strategic investors to support long-term strategy.
Addition of a top tier management team with extensive experience across exploration,
development, and production in the U.S. as well as deep expertise in capital markets and M&A.
Transaction Details
Pursuant to the Transaction, FCGI shareholders will receive 0.467 of an Integra Share for each
FCGI Share held (the "
Consideration
"). The Consideration implies C$0.69 per FCGI Share and
represents an equity valuation of approximately C$95 million based on the closing price of the
Integra Shares on July 26, 2024. Existing shareholders of Integra and FCGI will own approximately
60% and 40% of the combined company, respectively, on a fully-diluted in-the-money basis, before
given effect to the Offering.
The Transaction will be effected by way of a court-approved plan of arrangement under the
Canada
Business Corporations Act
, requiring the approval of (i) at least 66 ⅔% of the votes cast by the
shareholders of FCGI voting in person or represented by proxy, (ii) if applicable, a simple majority of
the votes cast by shareholders of FCGI, excluding for this purpose the votes of "related parties" and
"interested parties" and other votes required to be excluded under Multilateral Instrument 61-
101 Protection of Minority Security Holders in Special Transactions, all at a special meeting of
FCGI's shareholders to consider the Transaction, and (iii) the approval of the Ontario Superior Court
of Justice.
Directors and senior officers of FCGI have entered into voting support agreements pursuant to which
they have agreed, among other things, to vote their FCGI common shares in favour of the
Transaction. Voting support agreements have also been received from certain FCGI shareholders.
On the effective date of the Transaction, the Board of Directors (the "
Board
") of Integra will be
reconstituted such that six current directors of Integra will remain on the Board, and Integra will
appoint two additional directors from nominees provided by FCGI.
In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory
approvals, including the approvals of the TSXV and the satisfaction of certain other closing
conditions customary in transactions of this nature as well as customary interim period covenants
regarding the operation of each of the Companies' respective businesses. The Transaction is subject
to the prior completion of the sale of FCGI's Mexican assets, as previously announced, and receipt
of approval from the Federal Economic Competition Commission (Comisión Federal de Competencia
Económica – COFECE), under the Federal Law of Economic Competition, to such sale. The
transaction is also conditional upon binding arrangements being in place for the replacement of
collateral supporting the FCGI Surety Bond and release of the Alamos Surety Bond Guarantee. The
Arrangement Agreement contains customary provisions including fiduciary-out provisions in favour of
FCGI, non-solicitation and right to match superior proposals in favour of Integra, and a
US$2
.25 million termination fee payable to Integra under certain circumstances. Subject to the
satisfaction of these conditions, Integra and FCGI expect that the Transaction will be completed in
the fourth quarter of 2024. 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 FCGI
at
www.sedarplus.ca
.
Full details of the Transaction will be included in the management information circular of FCGI,
expected to be mailed to shareholders in
September 2024
. The FCGI shareholder's meeting is
expected to occur in
October 2024
, with closing of the Transaction expected in
November 2024
.
None of the securities to be issued pursuant to the Transaction 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
(as defined in Regulation S under the U.S.
Securities Act), and any securities issuable in the Transaction are anticipated to be issued in reliance
upon available exemption 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 press release does not constitute an offer to sell or the solicitation of an offer to
buy any securities.
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 FCGI, and the board of directors of FCGI has recommended that
FCGI shareholders vote in favour of the Transaction. Stifel has provided a fairness opinion to the
Board of Directors of Integra, stating that, as of the date of its opinion, and based upon and subject
to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid
under the Transaction is fair, from a financial point of view, to Integra.
Cormark Securities Inc. has provided a fairness opinion to the Board of Directors of FCGI, stating
that, as of the date of its opinion, and based upon and subject to the assumptions, limitations and
qualifications stated in such opinion, the consideration to be paid under the Transaction is fair, from a
financial point of view, to FCGI shareholders. The full text of the fairness opinion, which describe,
among other things, the assumptions made, procedures followed, factors considered and limitations
and qualifications on the review undertaken, and the terms and conditions of the Transaction, will be
included in the management information circular of FCGI.
Following completion of the Transaction, the Integra Shares will continue trading on the TSXV and
NYSE American, and the FCGI Shares will be de-listed from the TSXV. Approximately 89 million
Integra Shares are currently outstanding on a non-diluted basis and approximately 138 million FCGI
Shares are currently outstanding on a non-diluted basis. Upon completion of the Transaction
(assuming no additional issuances of Integra Shares or FCGI Shares, other than the issuance of
Integra Shares on conversion of the Subscription Receipts), there will be approximately 168 million
Integra Shares outstanding on a non-diluted basis and approximately 179 million Integra Shares
outstanding on a fully-diluted in-the-money basis.
Bought Deal Private Placement Offering of Subscription Receipts
Integra has entered into an agreement with Stifel and Eight Capital, as co-lead underwriters and joint
bookrunners (collectively, the "
Co-Lead
Underwriters
"), on behalf of a syndicate of underwriters
(the "
Underwriters
"), in connection with a bought deal private placement offering of
14,900,000 subscription receipts of Integra (the "
Subscription Receipts
") at a price of
C$1
.35 per
Subscription Receipt (the "
Issue Price
") for gross proceeds to Integra of approximately C$20 million
(the "
Offering
"). Integra has also granted the Underwriters an option, exercisable, in whole or in
part, for a period of 48 hours prior to the closing of the Offering, to sell up to an additional 20% of
the Subscription Receipts sold under the Offering at the Issue Price (the "
Underwriters' Option
"). If
the Underwriters' Option is exercised in full, the total gross proceeds of the Offering will be
approximately C$24 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 FCGI) (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 Offering (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 Offering.
If a Termination Event (as defined below) occurs, the escrowed proceeds of the 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 in which the Escrow Release
Conditions are not satisfied or waived prior to
December 15, 2024
(subject to extensions in limited
circumstances); or (b) the termination of the Arrangement Agreement in accordance with its terms.
The Offering is expected to close on or about
August 21, 2024
and is subject to TSXV and other
necessary regulatory approvals. Following completion of the Transaction, the net proceeds from the
Offering is expected to be used to fund mine optimization opportunities at Florida Canyon, for
continued advancement of DeLamar and Nevada North, and for 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 by Rule 144A under the U.S.
Securities Act and/or Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)
(2) of the U.S. Securities Act, as applicable, and similar exemptions under applicable securities laws
of any state of
the United States
; 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 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.
Beedie Capital Consent to the Transaction & Capital Credit Facility
In connection with the closing of the Transaction, Integra is pleased to announce that it has entered
into a fourth supplemental credit agreement ("
Fourth Supplemental Credit Agreement
") with
Beedie Capital to amend the convertible loan agreement dated
July 28, 2022
, as amended by a first
supplemental credit agreement dated as of
February 26, 2023
, a second supplemental credit
agreement dated as of
May 4, 2023
and a third supplemental agreement dated as of
February 20,
2024
(as amended by the Fourth Supplemental Credit Agreement (the "
Credit Agreement
"),
pursuant to which Beedie Capital agreed to loan up to
US$20 million
(the "
Convertible Facility
")).
Beedie Capital agreed to a second advance in the amount of
US$5 million
subject to satisfying
certain conditions under the Fourth Supplemental Credit Agreement, and to further amend the
Convertible Facility to accommodate the assets of FCGI 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 Credit Agreement.
Beedie Capital and Integra further agreed to, conditional upon closing of the Transaction, amend the
terms of the Credit Agreement to provide for the following: (i) subject to TSXV approval, modify the
conversion price on the initial advance of
US$10 million
(the "
Initial Advance
") from
C$0.945
per
Integra common share (the "
Common Share
") (or,
C$2.3625
per Common Share on a post-
consolidation basis) to a 25% premium to the Issue Price, being
C$1.6875
; (ii) extension of the
maturity date of the Credit Agreement from
July 28, 2025
to
July 31, 2027
; (iii) extension of the
period during which scheduled interest payments will be capitalized as principal from the current
expiry date of
October 31, 2023
to
December 31, 2024
; (iv) modification of the make-whole fee
from the amount of interest Integra would have paid had the Convertible Facility continued for 36
months from the Initial Advance to 48 months from the Initial Advance; and (v) modification of the
covenant requiring Integra to maintain a balance of unrestricted cash no less than
US$2 million
to
US$5 million
. Integra will also request to draw a second advance on the Convertible Facility in the
principal amount of
US$5 million
(the "
Subsequent Advance
") immediately following completion of
the Transaction, with a conversion price equal to a 25% premium to the Issue Price. In the event that
the amendment to the conversion price of the Initial Advance does not receive regulatory approval,
Integra and Beedie Capital have agreed to a downward adjustment to the aforementioned premium
in respect of the conversion price of the Subsequent Advance which would result in Beedie Capital
receiving up to the same aggregate number of Integra Shares that Beedie Capital otherwise would
have been entitled to receive upon conversion in full of the Initial Advance and Subsequent Advance
had the conversion price of the Initial Advance been amended to equal a 25% premium to the Issue
Price.
Beedie Capital has provided their consent to the Transaction pursuant to the terms of the
Arrangement Agreement, subject to, among other things, the satisfaction by Integra (or waiver by
Beedie Capital) of certain conditions precedent, including the completion of the Offering in
accordance with its respective terms, approval of the TSXV for the revised conversion price of the
Initial Advance and the Subsequent Advance, and there being no other default or event of default
under the Credit Agreement.
Advisors and Counsel
Stifel and Trinity Advisors Corporation are acting as financial advisors to Integra.
Cassels Brock
&
Blackwell LLP is acting as legal counsel to Integra in connection with the Transaction.
Cormark Securities Inc. is acting as financial advisor to FCGI. Bennett Jones LLP and HBH Strategic
Advisors are acting as legal counsel to FCGI in connection with the Transaction.
Conference Call and Webcast
Integra and FCGI will jointly host a webinar to discuss the Transaction on
July 29, 2024
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_aaUjBw4BTeu2Nhazn9GBEQ
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 Raphael Dutaut, Ph.D., P.Geo., Integra's Vice President Geology &
Mining, 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 FCGI is based on information prepared by or under the supervision
of Terre Lane, Principal Mining Engineer, Global Resource Engineering, a QP as defined by NI 43-
101.
Non-IFRS Measures
"Net cash costs" and AISC are non-IFRS measures. "Net Cash Costs" is a common financial
performance measure in the gold mining industry but has no standard meaning under IFRS. The
Company reports cash cost per ounce on a sales basis. We believe that, in addition to conventional
measures prepared in accordance with IFRS, certain investors use this information to evaluate the
Company's performance and ability to generate cash flow. Accordingly, it is intended to provide
additional information and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with IFRS. This measure, along with sales, are considered to
be key indicators of a Company's ability to generate operating profits and cash flow from its mining
operations.
Cash cost figures are calculated in accordance with a standard developed by The Gold Institute,
which was a worldwide association of suppliers of gold and gold products and included leading North
American gold producers. The Gold Institute ceased operations in 2002, but the standard is
considered the accepted standard of reporting cash cost of production in North America. Adoption of
the standard is voluntary and the cost measures presented may not be comparable to other similarly
titled measures of other companies.
The World Gold Council definition of AISC seeks to extend the definition of cash cost by adding
corporate, and site general and administrative costs, reclamation and remediation costs (including
accretion and amortization), exploration and study costs (capital and expensed), capitalized stripping
costs and sustaining capital expenditures and represents the total costs of producing gold from
current operations. AISC excludes income tax payments, interest costs, costs related to business
acquisitions and items needed to normalize profits. Consequently, this measure is not representative
of all of the Company's cash expenditures. In addition, the calculation of AISC does not include
depreciation expense as it does not reflect the impact of expenditures incurred in prior periods.
Therefore, it is not indicative of the Company's overall profitability. For the year ended
December 31, 2023, along with comparative periods, the Company reclassified regional general and
administrative expenses in Mexico, and accretion expenses previously classified under the corporate
group, to each individual mine group. Management believes this better attributes regional general
and administrative expenses and accretion expenses and also improves comparability amongst our
peer companies.
The Company believes that these measures provide investors with an alternative view to evaluate
the performance of the Company. Non-IFRS measures do not have any standardized meaning
prescribed under IFRS. Therefore they may not be comparable to similar measures employed by
other companies. The data is intended to provide additional information and should not be