SOURCE: Integra Gold Corp.

Integra Gold Corp

June 27, 2014 10:48 ET

Integra Gold Closes $10,045,124 Private Placement

VANCOUVER, BC--(Marketwired - June 27, 2014) -


Integra Gold Corp. (TSX VENTURE: ICG) ("Integra" or the "Company") is pleased to announce it has closed its private placement (the "Offering"), previously announced on June 10, 2014, for gross proceeds of $10,045,124. 

"The capital raised in this offering will provide Integra with a great deal of flexibility as we advance the Lamaque Project as well as evaluate various development, processing and exploration opportunities," commented Company CEO, Stephen de Jong. "We are encouraged by the response to this offering from both new and existing investors."

The Company issued 30,156,758 Units (the "Units") for gross proceeds of $6,031,352. The Company also issued 15,437,583 flow through shares (the "FT Shares") for gross proceeds of $4,013,772. For further details please see Company press release dated June 10, 2014.

Each Unit consists of one common share of the Company ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.30 for 24 months following closing of the Offering. Should the Common Shares trade on the TSX Venture Exchange at a weighted average price which is greater than $0.50 for any ten consecutive trading days, 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 Company intends to use the net proceeds of the Offering for continued exploration of the Lamaque Project, testing of new exploration targets, completion of an updated mineral resource estimate, evaluation of various development alternatives for the Lamaque Project and for general working capital purposes. The proceeds from the issuance of the FT Shares will qualify as Canadian and/or Québec exploration expenses which will be renounced to investors no later than December 31, 2014.

Total finder's fees of $603,096 were paid in conjunction with the Offering and 2,708,568 Compensation Options (the "Compensation Options") were granted. The Compensation Options entitle the holder to purchase one Common Share at a price of $0.26 for 24 months following closing of the Offering. If the Common Shares trade on the TSX Venture Exchange at a weighted average price greater than $0.50 for any ten consecutive trading day period the Company may, on written notice to the holders of the Compensation Options, reduce the exercise period to a date that is not less than 30 days from the date of the notice.

All Common Shares issued and issuable hereunder (including those issuable upon the exercise of Warrants and the Compensation Warrants), the Warrants and the Compensation Warrants are subject to a hold period expiring October 28, 2014. 

Certain directors and officers of the Company have acquired securities under the private placement. Such participation is 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.

In addition to the Offering outlined above, the Company has entered into a share purchase agreement (the "Agreement"), dated June 27, 2014, with Pinetree Capital Ltd. Pursuant to the Agreement, Integra will issue 5,000,000 Units at a price of $0.20 per Unit in exchange for 2,222,222 common shares of Pinetree at $0.45 per common share, representing a value of $1,000,000. This transaction is scheduled to close on or about June 27, 2014 and is subject to certain conditions, including approval of the TSX Venture Exchange and Toronto Stock Exchange, as applicable. No finder's fees are payable on this transaction. 

The Company also announces it has granted 300,000 stock options in accordance with its stock option plan to employees and consultants of the Company. The options are priced at $0.25 per option and expire on June 27, 2021.

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.


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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