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
Further to the joint news release of Integra Resources Corp. (“Integra” or the “Company”) (TSX-V: ITR; NYSE American: ITRG) and Millennial Precious Metals Corp. (“Millennial”) (TSX-V: MPM, OTCQB: MLPMF) dated February 27, 2023 announcing Integra’s intention to combine with Millennial (the “Transaction”), the Company announces that it has completed its bought deal private placement of 35,000,000 subscription receipts (the “Subscription Receipts”) at a price of C$0.70 per Subscription Receipt (the “Offering Price”) for gross proceeds of C$24.5 million (the “Brokered Offering”), and a concurrent non-brokered private placement (the “Non-Brokered Offering”) with Wheaton Precious Metals Corp. (“WPM”) of 15,000,000 Subscription Receipts at the Offering Price for gross proceeds of C$10.5 million. The Offering was conducted by Raymond James Ltd., BMO Capital Markets and Cormark Securities Inc. (collectively, the “Underwriters”).
The gross proceeds from the Brokered Offering and the Non-Brokered Offering have been placed into escrow with TSX Trust Company (the “Subscription Receipt Agent”). Each Subscription Receipt represents the right of a holder to receive, upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the Transaction other than the issuance of the consideration shares to shareholders of Millennial) (the “Escrow Release Conditions”), without payment of additional consideration, one common share in the capital of Integra (each an “Integra Share” and collectively, the “Integra Shares”) subject to adjustments and in accordance with the terms and conditions of a subscription receipt agreement entered into today among the Company, the Underwriters, WPM and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). If the Escrow Release Conditions are satisfied on or before June 9, 2023 (the “Termination Date”), the escrowed funds, together with interest earned thereon, will be released to the Company. If the Escrow Release Conditions are not satisfied prior to the Termination Date, the escrowed funds, together with interest earned thereon, will be returned on a pro rata basis to the holders of the Subscription Receipts, and the Subscription Receipts will be cancelled and have no further force and effect. The Subscription Receipts, including the Integra Shares issuable upon conversion thereof, are subject to a statutory hold period expiring on July 17, 2023.
In connection with the Brokered Offering, and assuming the Escrow Release Conditions are satisfied prior to the Termination Date, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds from the sale of Subscription Receipts, which commission will be reduced to 4.0% in respect of certain president’s list purchasers.
Following completion of the Transaction, the net proceeds from the Private Placements are expected to be used to fund an updated resource estimate and Mine Plan of Operations at the DeLamar Project, an updated resource estimate and a Preliminary Economic Assessment for the Wildcat and Mountain View Projects, permit advancement, and for working capital and general corporate purposes.
Source: Company Press Release