Integra Gold Corp.

TSX VENTURE : ICG


Integra Gold Corp.

December 09, 2013 16:31 ET

Integra Gold Announces $3,500,000 Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 9, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Integra Gold Corp. (TSX VENTURE:ICG) ("Integra" or the "Company") is pleased to announce it has arranged a non-brokered private placement (the "Offering") of flow through shares and non-flow through units on a best efforts basis at a price of $0.26 per Quebec Flow Through Share (the "Quebec Flow Through Shares") and $0.17 per Non-Flow Through Unit (the "Non-Flow Through Units"), for aggregate gross proceeds of up to $3,500,000 (the "Offering").

The Company has confirmed interest of approximately $3,100,000 and anticipates closing a first tranche of the Offering on or about December 18, 2013. The private placement is subject to certain conditions, including approval of the TSX Venture Exchange. The shares will be subject to a statutory four month hold period. Final closing date for the offering is anticipated to be approximately January 30, 2014.

"In spite of the challenging commodities market, we are encouraged by the continued support we have received from both existing shareholders and new investors. This financing will enable us to maintain our aggressive exploration and development plans at the Lamaque Project," commented Company President and CEO, Stephen de Jong. "It is through exploration and development that we build value for our shareholders, and we expect 2014 to be a banner year for the Company and its supporters. To ensure our ability to deliver on the various milestones we have set out, we felt it was prudent for the Company to start the new year well capitalized."

The proceeds from the issuance of the National or Quebec Flow Through Shares will qualify as Canadian and/or Quebec exploration expenses which will be renounced to investors no later than December 31, 2013. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Lamaque property and for general working capital.

Each National or Quebec Flow Through Share will consist of one flow through common share and no warrant. Each Non-Flow Through Unit will consist of one common share and one-half of one non-transferable common share purchase warrant. Each whole Non-Flow Through warrant will entitle the holder to purchase one common share at an exercise price of $0.26 for 18 months following completion of the Offering. Should the Company's Shares trade on the TSX Venture Exchange at a weighted average price of greater than $0.45 for any ten consecutive trading day period the Company may, on written notice to the holders of the Warrants, reduce the exercise period of the Warrants to a date that is not less than 30 days from the date of the notice. The maximum shares issued will be 20,588,235. The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price.

A finder's fee may be paid in connection with the offering. The Company will allocate a portion of the financing to subscribers found by Secutor Capital Management Corp., an Investment Industry Regulatory Organization of Canada member firm.

Project and Company Profile

Integra's Lamaque Gold Project is located in the heart of the Val d'Or gold camp in the Province of Québec, Canada, approximately 550 km northwest of Montréal. Québec is rated one of the best mining jurisdictions in the world. Infrastructure, human resources and mining expertise are readily available.

The Company's primary objective is to continue to prove up additional resources while advancing the existing resource towards production. The project is split into two clusters, the North and South Clusters, which are located approximate 1 kilometer ("km") from each other. The Lamaque Project's primary target, the South Cluster which presently consists of the Plug No. 4 and Triangle zones, is approximately 3 km from the City of Val d'Or. The North Cluster, presently consisting of the Parallel and Fortune (formerly 'Forestel') zones, is located 1 km from the city.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong, CEO & President

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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 news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the use of the proceeds from the private placement, constitute forward-looking statements. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company, including that the Company is able to obtain any government or other regulatory approvals required to complete the private placement and the Company's planned and ongoing exploration activities, that the Company is able to complete the private placement, that the Company is able to procure personnel, equipment and supplies required for its exploration activities in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that the private placement will not be completed, that actual results of the Company's exploration activities will be different than those expected by management and that the Company will be unable to obtain or will experience delays in obtaining any required government approvals or be unable to procure required equipment and supplies in sufficient quantities and on a timely basis. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

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