Integra Gold Corp.

Integra Gold Corp.

August 26, 2011 16:43 ET

Integra Gold Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 26, 2011) - Integra Gold Corp. (TSX VENTURE:ICG) (Integra or the "Company") is pleased to announce a non-brokered private placement to raise up to $2.8 million through the issuance of up to 12,725,000 units of the Company at a price of $0.22 per non flow-through unit and $0.28 per flow-through unit.

The non flow-through units will consist of one non flow-through common share and one non flow-through, non-transferable share purchase warrant. The flow-through units will consist of one flow-through common share and one-half of one non flow-through, non-transferable share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share at a price of $0.35 per share for a period of two years. The common shares comprising the units will be subject to a contractual hold period of twelve months.

The Company expects to use the proceeds of the placement to continue diamond drilling in the Parallel Vein, Sixteen, Forestel, Triangle and Mylamaque Zones as outlined in Phase 1 of the recommended exploration program for the Lamaque property with the objective of adding three additional zones to the resource calculation this year, initiating Phase 2 exploration program and for general working capital. The exploration program is summarised below and readers are referred to the Company's news release dated June 27, 2011 for full details of the exploration program.

Phase One Timeline: July to October 2011
Area Holes Meters Objective
Parallel Vein 31 5000 To investigate the lateral and depth extensions of the zone with the aim of adding to the resource calculation and enhancing the classification of resources
Sixteen 4 1200 To investigate the lateral and depth extensions of the zone with the aim of preparing a resource calculation and enhancing the classification of resources
Forestel 4 1200 To confirm the vertical model, increase resources and enhance the classification of resources
Triangle To compile drill and assay results for a resource calculation and enhance the classification of resources
Mylamaque 18 4800 To investigate the Mylamaque mine and tonalite intrusion

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.

The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price of the units for any reason, subject to regulatory approval. The private placement and any modifications to it are subject to approval of the TSX Venture Exchange. The Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange.


The Lamaque property is in the Val d'Or Gold Camp immediately adjacent to both the Sigma and Lamaque mines, which together have produced approximately 9 million ounces of gold. The current inferred gold resource at the Lamaque property is 385,656 gold ounces (2,114,742 tons at average grade of 5.67 g/t gold - uncut) and an indicated resource of 101,794 gold ounces (659,959 tons at an average grade of 4.80 g/t gold - uncut) as reported in the NI 43-101 Technical Report on the Lamaque Property prepared by Geologica Groupe-Conseil Inc. dated June 23, 2011 and available under the Company's profile on SEDAR at

The Lamaque Gold Project's north-eastern boundary lies next to the producing Sigma Mine and pit which has produced 4.7 million ounces of gold from 1935 to the present and has reported significant gold resources and reserves with potential to add more as new modeling processes are implemented and new geological targets defined.

The Lamaque Property is located in the Val-d'Or gold camp in Quebec about 550 km northwest of Montréal, Quebec. The property consists of 4 contiguous mining concessions and twenty (20) mining claims for a total of 1,459 hectares, owned 100% by Integra. None of the claims are within park, forest reserves or other areas that are restricted from exploration and mining.


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, constitutes 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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