Integra Resources Corp. (“Integra” or the “Company”)
(TSX-V: ITR; NYSE American: ITRG) is pleased to announce
the signing of a credit agreement with Beedie Investments Ltd.
(“Beedie Capital” or the “Lender”) for a US$20,000,000 convertible
debenture facility (the “Convertible Facility"). The Company is
also pleased to announce an over-night marketed public offering of
up to US$10,000,000. The Offering is expected to be completed
pursuant to an underwriting agreement to be entered into between
the Company and Raymond James Ltd., as co-lead underwriter and sole
bookrunner, on behalf of a syndicate of underwriters co-led by
Raymond James Ltd. (collectively, the “Underwriters ”). The price
and number of common shares to be sold will be determined in the
course of marketing.
In addition, Integra will grant the Underwriters
an over-allotment option (the “Over-Allotment Option”) exercisable,
in whole or in part, in the sole discretion of the Underwriters, to
purchase up to an additional 15% of the number of common shares
sold in the Offering for up to 30 days after the closing, on the
same terms and conditions as the Offering.
“We are very pleased to welcome Beedie Capital
as a significant partner. The Offering and the Convertible Facility
will provide visibility to additional capital in the future as
needed. Furthermore, the structure of this financing minimizes
share dilution and provides flexibility in future financings and
provides the capital to advance the DeLamar Project towards a key
development milestone, the filing of the Mining Plan of
Operations,” noted President and CEO George Salamis.
“We’ve been following the Integra team since its
first project in Val-d’Or, Quebec and we are thrilled to partner
with Integra Resources as they advance the DeLamar gold-silver
project,” said David Bell, Managing Director, Beedie Capital. “The
team has a proven track record advancing brownfield mining projects
and we are excited to support them as they further expand and
advance DeLamar.”
A summary of the key terms of the Convertible
Facility:
- Amount: US$20 M
(the “Loan Commitment”) in two tranches: The first tranche of US$10
M (the “Initial Advance”) will be advanced at closing (expected on
or about August 4, 2022) and a second tranche of US$10 M (the
“Standby Amount”), made available for drawdown at the Company’s
election in US$2.5 M minimum draws (the “Subsequent Advances”) upon
filing of the DeLamar Mining Plan of Operations;
- Security: Secured
by the Company’s material assets and guaranteed by the Company’s
subsidiaries;
- Term: 36 months,
with the potential for a 12 month extension at the Company’s
election, subject to conditions;
- Interest Rate:
8.75% per annum on the loan outstanding, accrued for the first
twenty-four months, then payable quarterly either in shares or in
cash, at Integra’s election;
- Conversion Terms:
Convertible by the Lender into common shares based on the following
conversion prices:
- For the Initial Advance, the lesser
of C$1.22 per share and a 44% premium to the Offering price;
- For the Subsequent Advances, 20%
premium to the 30-day VWAP price of the common shares immediately
before the earlier of the announcement of the Subsequent Advance
and the date of funding of the Subsequent Advance;
- Forced Conversion:
In the event that the 30-day VWAP of the common shares of the
Company is equal to or greater than a 50% premium to the Conversion
Price for a given Advance, then Integra shall have the right,
exercisable in its sole discretion on delivery of written notice to
the Lender, to require the Lender to convert 50% of the then
outstanding principal amount of the applicable Advance into common
shares at the Conversion Price of such Advance, subject to
additional terms; and
- Prepayment
Conditions: Prepayment will be permitted at any time
during the term and will be subject to certain provisions and
prepayment fees.
- Fees: Integra will
pay a US$300,000 commitment fee (1.5% of the Loan Commitment) and a
standby fee equal to 2.0% per annum on the undrawn Standby Amount
outstanding.
- Board Nominee and
Participation Rights: If and for so long as Beedie Capital
and its affiliates own at least 10% of the issued and outstanding
common shares of the Company on a non-diluted basis, Beedie Capital
will be entitled to nominate a representative to the Board and will
have the right to participate in equity offerings of the Company in
order to maintain its proportionate ownership percentage. Beedie
Capital also has the right to appoint an observer to the Board for
so long as there is at least a US$10 M outstanding balance owing or
Beedie Capital owns common shares represented by a minimum
aggregate conversion price of US$10 M.
Auramet International LLC has acted as an
advisor to the Company with respect to the Convertible
Facility.
The Offering:
The Company filed a preliminary prospectus
supplement on July 28, 2022 (the “Preliminary Supplement”) to its
short form base shelf prospectus dated August 21, 2020 (the “Base
Shelf Prospectus”). The Company intends to file a final prospectus
supplement (the “Final Supplement” and, together with the
Preliminary Supplement, the “Supplements”) to its Base Shelf
Prospectus on or about July 29, 2022. The Supplements will be filed
with the securities regulatory authorities in each of the provinces
and territories of Canada, except Québec. The Supplements will also
be filed with the United States Securities and Exchange Commission
(“SEC”) as part of the Company’s Registration Statement on Form
F-10 (File No. 333-242483) (the “Registration Statement”) in
accordance with the Multijurisdictional Disclosure System
established between Canada and the United States. Before you
invest, you should read the Registration Statement, the Supplements
and other documents the Company has filed with the SEC for more
complete information about the Company and this Offering. You may
get these documents for free by visiting EDGAR on the SEC website
at www.sec.gov or on the SEDAR website at www.sedar.com.
Alternatively, the Company, any Underwriter or any dealer
participating in the Offering will arrange to send you the
Supplements or you may request it from Integra at 1050-400 Burrard
Street, Vancouver, British Columbia, Canada, V6C 3A6, telephone
(604) 416-0576.
Completion of the Transactions
Pursuant to the Loan Commitment, a Credit
Agreement has been signed by both parties. The closing of the
Initial Advance is expected to occur on or about August 4, 2022.
Each of the Initial Advance under the Convertible Facility and the
Offering are subject to customary closing conditions, including
receipt of all necessary approvals including the approval of the
TSX Venture Exchange. The Initial Advance is also subject to (i)
completion of an equity financing (which is expected to be
fulfilled by the Offering); (ii) settlement of security documents
and (iii) other customary conditions for a loan transaction, while
the Subsequent Advances are subject to approval of the TSX Venture
Exchange and additional bringdown conditions. The Offering is
expected to close on or about August 4, 2022.
Financing Use of Proceeds:
- 15,000 meters of shallow reverse
circulation and Sonic drilling primarily through backfill and
historic stockpiles, designed to bring further heap leachable
resources into future potential mine plans;
- Site surveys and studies, including
geotechnical, metallurgical, water well and condemnation drilling
to support permitting and the preparation of the Mining Plan of
Operations
- Working capital and general
corporate purposes.
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 these securities in any province, state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to their registration or qualification under the securities laws of
any such province, state or jurisdiction.
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 sold the Lamaque Project, in Quebec, for C$600m in
2017. Since acquiring the DeLamar Project, which includes the
adjacent DeLamar and Florida Mountain gold and silver deposits, in
late 2017, the Company has demonstrated significant resource growth
and conversion while providing robust economic studies in its
maiden preliminary economic assessment and now pre-feasibility
study. An independent technical report for the PFS on the DeLamar
Project has been prepared in accordance with the requirements of NI
43-101 and is available under the Company’s profile at
www.sedar.com and on the Company’s website at
www.integraresources.com.
About Beedie Capital
Beedie Capital is a multi-strategy direct
investment platform that manages the alternative investments for
Beedie, one of the largest private companies in Western Canada. It
deploys capital using a flexible, evergreen mandate, and applies a
highly agnostic approach to the duration, structure and size of its
investments. Beedie Capital combines the strategic capabilities of
an institutional investment platform with the flexibility and
entrepreneurial mindset of a privately owned business.
Beedie Capital invests in any sector, with a core focus on
Technology and Metals & Mining, and seeks to grow its invested
capital alongside the enterprise value of its investments. Visit:
www.beedie.ca/capital
ON BEHALF OF THE BOARD OF DIRECTORSGeorge
SalamisPresident, CEO and Director
CONTACT INFORMATIONCorporate Inquiries:
ir@integraresources.comCompany website:
www.integraresources.comOffice phone: 1 (604) 416-0576
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 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
release, forward-looking statements relate, among other things, to:
statements about the terms, timing and completion of the Private
Placement and the Convertible Facility; statements about the
composition of shareholders ownership in the Company; statements
about the scope, timing and completion of the Pre-feasibility
study; estimates of metallurgical recovery rates and the
contribution of silver production to mining operations; anticipated
advancement of DeLamar and future exploration prospects.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 the speculative nature of the Company’s business;
the Company’s formative stage of development; the Company’s
financial position; possible variations in mineralization, grade or
recovery rates; actual results of current exploration activities;
actual results of reclamation activities; conclusions of future
economic evaluations; business integration risks; fluctuations in
general macroeconomic conditions; financing risks; 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
political or economic developments; risks and hazards associated
with the business of mineral 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 mineral exploration and development (including the risks
of obtaining necessary licenses, permits and approvals from
government authorities); and title to properties. Although the
forward-looking statements contained in this news release are based
upon what management of the Company believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure its
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be anticipated, estimated, or intended.
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.
Cautionary Note for U.S. Investors
Concerning Mineral Resources and Reserves
National Instrument 43-101 - Standards of Disclosure for Mineral
Projects ("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 the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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