SOURCE: Integra Gold Corp.

Integra Gold Corp

June 10, 2014 08:30 ET

Integra Gold Announces $4.0 Million Private Placement

VANCOUVER, BC--(Marketwired - June 10, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE 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 private placement (the "Offering") of non-flow through units at a price of $0.20 per Non-Flow Through Unit (the "Non-Flow Through Units") and flow through shares at a price of $0.26 per Québec Flow or National Through Share (the "Québec or National Flow Through Shares"), for aggregate gross proceeds of up to $4,000,000 (the "Offering"). Each Non-Flow Through Unit will consist of one common share and one common share purchase warrant.

The Company anticipates closing a first tranche of the Offering on or about June 19, 2014. The Offering 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 on or before July 15, 2014.

Use of proceeds for the Offering include:

  • Commence Phase 1 drill testing of multiple, magnetic-high geophysical targets which have similar characteristics to the Triangle and No. 4 plug deposits. A number of these targets have never been tested.
  • Complete an updated resource estimate. More than 60,000 meters of drilling has been completed since last resource estimate.
  • Complete an updated PEA potentially using an alternative development scenario utilizing one ramp, or decline instead of two in order to reduce up front cap-ex. Further work is underway to optimize this scenario but initial modeling indicates the potential for substantial pre-production capital savings. This scenario would also lengthen the mine life as production during the ramp up period would be lower.

"We are very encouraged by the initial response to this Offering and look forward to a busy second half of the year. We have been eagerly awaiting the chance to test a number of high-priority geophysical targets and now with our Parallel and Triangle programs complete we have an opportunity to do so," commented Company President and CEO, Stephen de Jong. "Our recently completed PEA outlined a low cap-ex scenario with estimated all-in costs at CAD$805 per ounce and average production of 112,000 ounces per year. We will continue to optimize our planned production scenario and update investors as these plans progress."

Each Non-Flow Through warrant will entitle the holder to purchase one common share at an exercise price of $0.30 for 24 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 $0.50 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. Each National or Québec Flow Through Share will consist of one flow through common share and no warrant. The maximum shares issued will be 20,000,000. The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price.

The proceeds from the issuance of the National or Québec Flow Through Shares will qualify as Canadian and/or Québec exploration expenses which will be renounced to investors no later than December 31, 2014. 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.

A finder's fee of 7% cash and 7% brokers warrants may be paid in connection with the Offering.

Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

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 divided into three main clusters of mineralization, the North, South and West Cluster. The North Cluster consists of the Parallel, Fortune, No. 5 Plug, and No. 3 Mine Zones and is located approximately 1 km northwest from the South Cluster, which includes the No. 4 Plug, Triangle and Triangle South Zones. The Sixteen Zone and No. 6 Vein form the West Cluster.

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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