NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, October 15, 2018– Integra Resources Corp. (“Integra” or the “Company”) (TSX-V:ITR; OTCQX:IRRZF) is pleased to announce that it intends to raise approximately C$14 million via a C$10 million bought deal public offering (the “Public Offering”) of common shares (the “Common Shares”) of the Company at a price of $0.80 per Common Share (the “Issue Price”) and a C$4 million non-brokered offering (the “Non-Brokered Offering”).
Raymond James Ltd. is acting as lead underwriter and sole bookrunner under the Public Offering on behalf of a syndicate of underwriters (the “Underwriters”). The Common Shares will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, with the exception of the province of Quebec, by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters, where the Common Shares can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of Common Shares under the Public Offering at the Issue Price, exercisable in whole or in part at any time for a period ending 30 days from the closing of the Offering. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Public Offering will be approximately $11,516,500.
The Public Offering is expected to close on or about November 6, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “Exchange”).
The Non-Brokered Offering is expected to consist of a private placement of up to $4 million of special warrants at a price of $0.80 per special warrant, issued to accredited investors that closes on or before completion of the Public Offering, followed by conversion of the special warrants to Common Shares for no additional consideration through the filing of a short form prospectus.The closing of the Non-Brokered Offering is subject to conditions, including approval of the Exchange.
The net proceeds from the offerings will be used to fund exploration and development expenditures at the DeLamar Project and for general corporate purposes.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Integra Resources
Integra Resources Corp. is a development-stage company engaged in the acquisition, exploration and development of mineral properties in the Americas. The primary focus of the Company is advancement of its DeLamar Project, consisting of the neighbouring DeLamar and Florida Mountain Gold and Silver Deposits in the heart of the historic Owyhee County mining district in south western Idaho. The first exploration program in over 25 years is currently underway on the DeLamar Project with more than 20,000 meters planned for 2018. The management team comprises the former executive team from Integra Gold Corp.
ON BEHALF OF THE BOARD OF DIRECTORS
President, CEO and Director
Forward looking and other cautionary statements
This news release contains “forward-looking information” which may include, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future.Forward-looking information in this news release includes statements regarding the conduct of, and completion of, each of the Public Offering and Non-Brokered Offering Such forward-looking information is often, but not always, identified by the use of words and 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.
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 assumptions 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 completion of the Offering, obtaining regulatory approvals for the Offering, the speculative nature of the Company’s business, the Company’s formative stage of development and the Company’s financial position.
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 required 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. Accordingly, readers should not place undue reliance on forward-looking information.
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.