Integra Gold Corp.
TSX VENTURE : ICG

Integra Gold Corp.

August 02, 2012 16:29 ET

Integra Gold Announces Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 2, 2012) - Integra Gold Corp. (TSX VENTURE:ICG) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Integra Gold Corp. ("Integra" or the "Company") is pleased to announce it has arranged a brokered private placement with a syndicate of agents led by Industrial Alliance Securities Inc. (collectively the "Agents"). The offering will consist of the issuance of flow through units (the "Flow Through Units") and non-flow through units (the "Non-Flow Through Units") on a best efforts basis at a price of $0.315 per Flow Through Unit and $0.27 per Non-Flow Through Unit, for aggregate gross proceeds of up to $2,500,000 (the "Offering"). The Flow Through Units will account for a maximum of $1,500,000 of the gross proceeds of the Offering.

The proceeds from the issuance of the Flow Through Units will qualify as Canadian and Quebec exploration expenses that will be renounced to investors no later than December 31, 2012. 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 non-transferable common share purchase warrant. Each whole Flow Through warrant will entitle the holder to purchase one common share at an exercise price of $0.45 for 18 months following completion of the Offering. Each whole Non-Flow Through warrant will entitle the holder to purchase one common share at an exercise price of $0.40 for 18 months following completion of the Offering.

The Company has granted the Agent a 30 day option (the "Over-Allotment Option") to sell up to that number of additional Flow Through or Non-Flow Through Units that equal 15% of the aggregate number of Units sold through the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds from the Offering will be $2,875,000. The maximum number of units anticipated to be sold in the offering, assuming full exercise of the Over-Allotment Option, is 9,735,450 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 and compensation options enabling the agent to purchase common shares equal to 4% of the number of Flow Through and Non-Flow through Units sold through the Offering.

The Offering is scheduled to close on or about August 12, 2012 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 towards production. The Company therefore plans to use these financial resources in efforts to achieve the following objectives:

  1. Expand 2012 drill program up to 40,000 meters - approximately 27,000 meters have been completed to date.
  2. Initiate exploration on the No. 5 Plug - there is currently no 43-101 compliant resource and it appears to share similar geological features to the adjacent, past producing "Main Plug" which produced 3.6 million ounces.
  3. Update of mineral resource estimates for the following zones upon completion of current drill program at the No.4 Plug (approximately 3,000 meters remaining)
    1. No. 4 Plug
    2. Triangle Zone
    3. Parallel Zone

"The proceeds of this Offering, along with existing financial resources will allow us to accelerate our aggressive exploration program on the Lamaque Gold Project," comments Company President and CEO, Stephen de Jong. "Recent results reported for our No. 4 Plug, including 945 grams per tonne over 1 meter and 111 grams per tonne over 6 meters, continue to show the potential of this zone and we will continue to work on expanding mineralization both laterally and at depth, while at the same time focusing on upgrading resources to the indicated category."

PROJECT AND COMPANY PROFILE

Integra's Lamaque Gold Project is located in the Val d'Or gold camp in the Province of Québec, Canada, about 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 accessible.

The Company's focus is to evaluate and enhance gold bearing zones demonstrating the potential to increase the resource from the reported inferred and indicated gold resource of 2,335,530 metric tonnes averaging 6.91 g/t Au for 518,643 ounces ("oz.") Au and 800,799 metric tonnes averaging 6.33 g/t Au for 162,962 oz. Au respectively.

The project shares its northeastern border with the Sigma Mine which has produced 4.7 million ounces of gold to date, with 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 approximately 6 kilometers west, reported reserves of 3.4 million gold ounces, and directly west of Goldex is the producing Osisko Mine reporting reserves of 10.71 million oz. of gold.

QUALITY ASSURANCE - QUALITY CONTROL ("QA/QC")

Thorough QA/QC protocols are followed on the project including insertion of duplicate, blank and standard samples in all drill holes. The core samples are submitted directly to ALS Laboratory Group and Bourlamaque Labs in Val-d'Or for preparation and analysis. Analysis is conducted on 1 assay-ton aliquots. Analysis of Au is performed using fire assay method with a gravimetric finish completed for samples exceeding 5 g/t Au, or a metallic sieve assay for samples containing visible gold. When available the gravimetric or metallic sieve assay results were used for the reported composite intervals. The Lamaque exploration project is under the direct supervision of Hervé Thiboutot, P.Eng. Vice-President of the company and qualified person ("QP") as defined by National Instrument 43-101, Alain-Jean Beauregard, P.Geo., and Daniel Gaudreault, P.Eng., Geo. of Géologica Inc., both independent QP as defined by National Instrument 43-101. The Company's QP has reviewed the technical content of this release.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong, CEO & President

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Or visit the company website: www.integragold.com.

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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