Integra Gold Corp.

Integra Gold Corp.

November 25, 2011 08:30 ET

Integra Gold Announces Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 25, 2011) -


Integra Gold Corp. (TSX VENTURE:ICG) ("Integra" or the "Company") is pleased to announce it has entered into an agreement with Industrial Alliance Securities Inc. (the "Agent") to act as lead agent in connection with a private placement of flow through units (the "Flow Through Units") and of non-flow through units (the "Non-Flow Through Units") on a best efforts basis at a price of $0.50 per Flow Through Unit and $0.40 per Non-Flow Through Unit, for aggregate gross proceeds of up to $5 million (the "Offering"). The Non-Flow Through Units will account for a maximum of $500,000 of the gross proceeds of the Offering.

The proceeds from the issuance of the Flow Through Units will be used to fund exploration expenditures on the Company's Lamaque Property in Quebec and on other Canadian mineral projects, and will qualify as Canadian and Quebec exploration expenses that will be renounced to investors no later than December 31, 2011. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Lamaque Property and for working capital.

Each Flow Through Unit will consist of one flow through common share and one-half of one non-transferable common share purchase 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 warrant, whether acquired as part of a Flow Through Unit or a Non-Flow Through Unit, will entitle the holder to purchase one common share at an exercise price of $0.65 for 12 months following completion of the Offering.

The Company has granted the Agent an option (the "Over-Allotment Option") to sell up to that number of additional Flow Through Units that equal 15% of the aggregate number of Flow Through Units and Non-Flow Through Units sold through the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds from the Offering will be $5.75 million. The maximum number of units anticipated to be sold in the offering, assuming full exercise of the Over-Allotment Option, is 11,750,000 units.

In connection with the Offering, the Company will pay a cash commission to the Agent in an amount equal to 7% of the gross proceeds.

The Offering is scheduled to close on or about December 12, 2011 and is subject to certain conditions, including approval of the TSX Venture Exchange.

The Company believes that the best way to add value for the shareholder is by way of increasing the gold resource estimates on the Lamaque Gold Project, enhancing resource categories and by moving the property ever closer to production. The Company therefore plans to use these financial resources in efforts to achieve the following objectives:

  1. Drill up to 35,000 meters in 2012
  2. Add a large drill capable of deep drilling the #4 Plug, for the purpose of adding additional resources and enhancing resource categories.
  3. Add an additional drill to the Triangle Zone for the purpose of adding resources and enhancing resource categories.
  4. Adding additional drills when required as the program proceeds and results become known.
  5. Build on the recommended drill program as provided for in the Resource Estimate report released by way of news release on June 23, 2011. (Sedar or Company website)
  6. Build on the recommended drill program as provided in the Resource Estimate report released by way of news release on November 16, 2011. (Sedar or Company website)

"The proceeds of this Offering, along with existing financial resources will allow the Company to accelerate its exploration program on the Lamaque Gold Project. Our most recent highly encouraging results reported on the Triangle Zone require that additional resources be allocated to this zone," comments Company President and CEO, John de Jong. "We will also be assigning substantial resources to the #4 Plug as it contains the most significant portion of reported gold ounces, yet has not been fully explored. Our motivation is to increase our resource as aggressively as possible through drilling, both in resource ounces and category, to build value for the shareholder."

Company and Gold Project Location

Integra's Lamaque Gold Project is located in the Val d'Or gold camp in the Province of Quebec, Canada, which is rated one of the best mining jurisdictions in the world. Infrastructure, human resources and mining expertise are readily accessible.

The Company's shares are tightly held by a number of private investors, institutions and a major gold producer, Shandong Gold International Mining Ltd. The Company's focus is to advance gold zones demonstrating potential for open pit mining and where gold resources can be added quickly to the reported gold resource estimate as noted in the news release dated November 16, 2011, posted on Sedar and the Company website.

The gold project shares its northeastern border with the producing Sigma Mine which has produced 4.7 million ounces of gold to date and has reported significant gold resources and reserves. On its northwest border the Main Plug produced the majority of its 4.7 million ounces of gold for the historic Lamaque Mine. The Agnico-Eagle Goldex Mine located approximately6 kilometers west reported reserves of 3.5 million gold ounces (mine closed recently due to engineering difficulties), and directly west of Goldex is the producing Osisko Mine reporting reserves of 15.9 million ounces of gold.

The Lamaque Property is located about 550 km northwest of Montréal, Quebec. The property consists of four (4) contiguous mining concessions and twenty (20) mining claims for a total of 1,459 hectares, owned 100% by Integra.


John de Jong, CEO & President

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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 Company's planned 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.

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.

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