Integra Resources Completes Transaction with Florida Canyon GOLD, Creating a New Great Basin Precious Metals Producer
INTEGRA RESOURCES COMPLETES TRANSACTION WITH FLORIDA
CANYON GOLD, CREATING A NEW GREAT BASIN PRECIOUS METALS
PRODUCER
VANCOUVER, BC
and
TORONTO
,
Nov. 8, 2024
/CNW/ - Integra Resources Corp. ("
Integra
" or the "
Company
") (TSXV: ITR) (NYSE American: ITRG) and
Florida Canyon Gold Inc. ("
FCGI
") (TSXV: FCGV) are pleased to announce that the business combination between Integra and FCGI was completed by way of a
court approved plan of arrangement under the
Canada Business Corporations Act
(the "
Transaction
"). The Transaction was overwhelmingly approved by
shareholders of FCGI at a special meeting held on
October 25, 2024
(the "
Meeting
").
Jason Kosec
, President, CEO and Director of Integra, stated,
"We are thrilled to announce the completion of this transformational Transaction for Integra. I
would like to welcome the new team members, board members, and shareholders to Integra. The Florida Canyon Mine will play a crucial role in realizing our long-
term vision of becoming a leading mid-tier precious metals producer. Today marks the beginning of a new chapter for Integra as a Great Basin focused precious
metals producer with a built-in growth pipeline, peer leading resource base, bolstered balance sheet, and strong support from our key strategic shareholders,
including Wheaton Precious Metals Corp., Beedie Capital, and Alamos Gold Inc."
Under the terms of the Transaction, Integra acquired all of the issued and outstanding common shares of FCGI (each, an "
FCGI Share
"). Former shareholders of
FCGI are entitled to receive 0.467 of a common share of Integra (each whole share, an "
Integra Share
") for each FCGI Share held immediately prior to the
effective time of the Transaction. In aggregate, 65,213,010 Integra Shares were issued today for the benefit of former FCGI shareholders as consideration for
their FCGI Shares.
As a result of the Transaction, FCGI became a wholly-owned subsidiary of Integra. The FCGI Shares are anticipated to be delisted from the TSX Venture
Exchange (the "
TSXV
") at market close on or about
November 12, 2024
. Following the delisting, FCGI intends to apply to cease to be a reporting issuer under
applicable Canadian securities laws.
Board of Directors
Integra's Board of Directors (the "
Board
") will continue to be led by George Salamis, as Executive Chairman, and now includes
Janet Yang
and
Ian Atkinson
,
former directors of FCGI, as new members.
Ms. Yang has over twenty years of varied experience in financial management, business leadership, corporate strategy, capital markets and M&A. She currently
serves as Chief Financial Officer for Reveam, Inc., a developer and operator of electronic cold-pasteurization treatment systems. Prior to joining Reveam, Ms.
Yang held the role of Research Director, Energy and Mining at GMT Capital Corp., and from 2018 to 2023, she was Executive Vice President and Chief Financial
Officer of W&T Offshore, Inc., a
Texas
-based oil and gas exploration and production company traded on the New York Stock Exchange. While at W&T Offshore,
Ms. Yang was responsible for
US$1.7 billion
in financing transactions and played a key role in other strategic initiatives, including a substantial deleveraging of the
company and originating the company's partnerships with large, international entities such as Baker Hughes General Electric and Korea National Oil Company.
Earlier in her career, Ms. Yang held positions in research and investment analysis at BlackGold Capital Management, investment banking at Raymond James and
energy trading at Allegheny Energy. Ms. Yang also serves on the board of directors of Saturn Oil & Gas Inc., and she previously served as a director for FCGI
and Argonaut Gold Inc. Ms. Yang holds a Master of Business Administration degree from the Booth School of Business at the
University of Chicago
, as well as a
Bachelor of Arts degree in Economics from
Rice University
.
Mr. Atkinson is a Professional Geologist who currently serves as Director of Globex Mining Enterprises Inc. and Wolfden Resources Corporation and retired from
the Board of Kinross Gold Corp in
May 2024
. Mr. Atkinson was previously Director, President, and CEO of Centerra Gold Inc. He has more than 50 years of
experience in the mining industry with extensive background in exploration, project development, operations, mergers and acquisitions. Prior to his ten-year tenure
at Centerra, Mr. Atkinson held various senior positions with Hecla Mining Company, Battle Mountain Gold Inc., Hemlo Gold Mines Inc., and Noranda Inc. During
his career, Mr. Atkinson has contributed to the discovery of several major mineral deposits and been involved in a number of large global mining projects. Mr.
Atkinson holds a Bachelor of Science (Geology) from King's College, University of
London
and a Master's Degree in Geophysics from the Royal School of Mines,
University of
London
.
Sara Heston
and
Stephen de Jong
have resigned from the Board. The Company would like to express its gratitude for their years of service.
Subscription Receipt Financing
In connection with closing of the Transaction, the escrow release conditions in respect of an aggregate of 14,900,000 subscription receipts (the "
Subscription
Receipts
") of Integra issued on
August 21, 2024
at a price of
C$1.35
per Subscription Receipt (the "
Subscription Receipt Financing
") were satisfied, and the
net proceeds of approximately
C$19.4 million
were released to Integra. The net proceeds are expected to be used to fund mine optimization opportunities at the
Florida Canyon Mine, for the continued advancement of the DeLamar Project and the Nevada North Project, and for 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
December 22, 2024
.
Credit Facility Draw
The Company also announces that it has drawn a second advance under its up to
US$20 million
convertible facility with Beedie Capital, in the principal amount of
US$5 million
, with a conversion price equal to
C$1.6875
per Integra Share. The number of Integra Shares issuable upon conversion of the principal amount of the
second advance is 4,098,360. The proceeds from the subsequent draw are expected to be used to finance the exploration and development of the Company's
DeLamar and Nevada North Projects, and for general working capital purposes in respect of each of Integra's projects.
Information for Former FCGI Shareholders
In order to receive Integra Shares in exchange for FCGI Shares, registered shareholders of FCGI must complete, sign, date and return the letter of transmittal
that was mailed to each FCGI shareholder prior to closing. The letter of transmittal is also available under FCGI's profile on SEDAR+ at
www.sedarplus.ca
. For
those shareholders of FCGI whose FCGI Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or
nominee, such shareholders should contact such nominee for assistance in depositing their FCGI Shares and should follow the instructions of such intermediary or
nominee.
Further information about the Transaction is set forth in the management information circular (the "
Circular
") prepared by FCGI in respect of the Meeting which
was mailed to shareholders of FCGI and filed under FCGI's issuer profile on SEDAR+ at www.sedarplus.ca.
Early Warning Disclosure
Prior to the completion of the Transaction, Integra held no FCGI Shares. Following the completion of the Transaction, Integra holds all of the issued and
outstanding FCGI Shares. An early warning report will be filed by Integra under FCGI's SEDAR+ profile at www.sedarplus.ca 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
. Integra's head office is located at 1050 - 400 Burrard Street,
Vancouver, British Columbia
, V6C 3A6.
Advisors and Counsel
Stifel and Trinity Advisors Corporation acted as financial advisors to Integra.
Cassels Brock
& Blackwell LLP acted as legal counsel to Integra in connection with
the Transaction.
Cormark Securities Inc. acted as financial advisor to FCGI. Bennett Jones LLP and HBH Strategic Advisors acted as legal counsel to FCGI in connection with the
Transaction.
About Integra Resources
Integra is a growing precious metals producer in the Great Basin of the
Western United States
. Integra is focused on demonstrating profitability and operational
excellence at its principal operating asset, the Florida Canyon Mine, located in
Nevada
. In addition, Integra is committed to advancing its flagship development-
stage heap leach projects: the past producing DeLamar Project located in southwestern
Idaho
and the Nevada North Project located in western
Nevada
. Integra
creates sustainable value for shareholders, stakeholders, and local communities through successful mining operations, efficient project development, disciplined
capital allocation, and strategic M&A, while upholding the highest industry standards for environmental, social, and governance practices
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). 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; the use of proceeds from the Subscription Receipt Financing and the second advance under the Company's credit
facility; the future financial or operating performance of the Company and the Company's mineral properties and project portfolio; 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 Company'
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 Company's ability to complete its planned exploration programs; 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
Company's 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 result 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;
and management's ability to anticipate and manage the foregoing factors and risks. Although the Company has 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 Form 20- F dated
March 28, 2024
for the fiscal year ended
December 31, 2023
, FCGI's listing application on TSXV Form 2B dated
July 12, 2024
, and the Circular.
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 Company undertakes 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 Company's plans, objectives and goals, 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.
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.
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SOURCE
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For further information:
INTEGRA CONTACT INFORMATION: Inquiries: [email protected], Website: www.integraresources.com, Phone: 604-416-
0576
CO: Integra Resources Corp.
CNW 12:00e 08-NOV-24