Integra Resources Corp. (“Integra”) (TSX-V: ITR; NYSE American: ITRG) and Millennial Precious Metals Corp. (“Millennial”) (TSX-V: MPM, OTCQB: MLPMF) (together, the “Companies”) are pleased to announce that they have entered into an arm’s length definitive agreement dated February 26, 2023 for an at-market merger (the “Arrangement Agreement”), pursuant to which Integra and Millennial have agreed to combine their respective companies (the “Transaction”) by way of a court-approved plan of arrangement.
Under the terms of the Transaction, Millennial shareholders will receive 0.23 of a common share of Integra (each whole share, an “Integra Share”) for each Millennial common share (“Millennial Share”) held (the “Exchange Ratio”). Existing shareholders of Integra and Millennial will own approximately 65% and 35%, respectively, of the outstanding Integra Shares on the closing of the Transaction (but prior to the completion of the equity financing contemplated below). The Exchange Ratio implies consideration of C$0.18 per Millennial Share based on the closing market price of the Integra Shares on the TSX Venture Exchange (the “TSXV”) on February 24, 2023. The consideration represents a no premium Transaction.
In connection with the Transaction, the Companies are pleased to announce concurrent equity financings for aggregate gross proceeds of C$35 million, comprised of the Brokered Offering and Non-Brokered Offering (each, as defined below), the net proceeds of which are expected to be used by Integra, following completion of the Transaction, to fund an updated Mineral Resource Estimate and Mine Plan of Operations at the DeLamar Project, the preparation of a Mineral Resource Estimate and Preliminary Economic Assessment (“PEA”) on Millennial’s Wildcat and Mountain View Projects, as well as on-going baseline work for additional permitting and exploration at the Companies’ respective projects, and for working capital and general corporate purposes. The Companies are pleased to welcome Wheaton Precious Metals Corp. (TSX | NYSE | LSE: WPM) (“Wheaton”) as a new cornerstone investor, with Wheaton agreeing to invest an amount equal to up to 9.9% of the issued and outstanding Integra Shares (following the completion of the proposed Transaction and the conversion of the Subscription Receipts (as defined below) issuable to Wheaton and pursuant to the Brokered Offering (as defined below)). The equity participation of Wheaton in connection with the Transaction provides significant project and transaction validation while also creating a partnership for future project financing. The equity financing also includes participation by Beedie Investments Ltd. (“Beedie Capital”), an existing lender and shareholder of Integra.
The combination of Integra and Millennial will create one of the largest precious metals development and exploration companies in the Great Basin, with the goal of becoming a mid-tier heap leach gold-silver producer and generating significant value for shareholders. The combined company will feature a diversified portfolio of assets including Integra’s past producing gold-silver DeLamar Project in southwest Idaho and Millennial’s oxide-focused Wildcat and Mountain View Projects in western Nevada. The combined company will boast one of the largest gold-silver endowments in the Great Basin not controlled by a major mining company. In addition to the development pipeline, meaningful exploration potential exists in the BlackSheep, War Eagle and non-oxide targets at DeLamar and the Dune, Eden, Marr, Ocelot, Cerro Colorado(1) and Red Canyon(1) Projects from Millennial.
George Salamis, President and Chief Executive Officer of Integra, stated, “The merger with Millennial is an exciting combination that provides balanced benefits to both sets of shareholders and streamlines the permitting and development of three high-quality, oxide, heap leach projects. The industry is in need of consolidation, and the support amongst the investment community and from Wheaton for this merger and concurrent financing has been resoundingly positive.”
Jason Kosec, President and Chief Executive Officer of Millennial, stated, “The result of this transaction will be a combined company with a greatly strengthened balance sheet, an enhanced leadership team, and a high-quality asset portfolio with three flagship heap leach projects in the Great Basin. This represents a significant step toward our long-term vision of building an industry leading USA-focused mid-tier gold producer.”
