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 leanne@integraresources.com. 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 Integra Resources Corp.