Integra Gold Corp.
TSX VENTURE : ICG

Integra Gold Corp.

August 28, 2013 16:23 ET

Integra Gold Closes $542,210 Second Tranche

- Due to investor interest the offering (announced August 2, 2013) has been increased to $4,350,000

- Third and final tranche expected to close September 5, 2013

- $3,504,360 raised in first two tranches

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 28, 2013) -

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 that closed the second tranche of its previously announced non-brokered private placement (the "Offering").

Subject to regulatory approval, the Company will be increasing the total offering to $4,350,000. The third and final tranche of the Offering is scheduled to close on or about September 5, 2013 and is subject to certain conditions, including approval of the TSX Venture Exchange.

"We are encouraged by the high level of investor interest in this offering, enabling the Company to further advance exploration and development initiatives at the Lamaque Gold Project," commented Company President and CEO, Stephen de Jong. "There are currently two drill rigs operating at the project, with a third to be added this winter. In the near future we anticipate announcing the results of an updated resource estimate, completing an environmental baseline study, and publishing the first PEA completed on the project. The Company is sufficiently financed to deliver on these objectives."

In the second tranche the Company issued 1,456,405 flow through shares (the "FT Shares") and 1,818,500 non-flow through units (the "NFT Units") for a total of 3,274,905 shares or units and gross proceeds of $542,210. Including the first tranche, to date total FT Shares issued are 15,343,702 and total NFT Units issued are 4,438,500, for total gross proceeds to date of $3,504,360. All shares are subject to a statutory four month hold period which expires on December 10, 2013 and December 27, 2013 for the first and second tranches, respectively. To date total Finder's fees are payable as to $232,603 in cash and 1,311,602 in compensation options.

The Offering consists of FT Shares and NFT Units on a best efforts basis at a price of $0.185 per FT Share and $0.15 per NFT Unit. Each FT Share consists of one flow through common share and no warrant. Each NFT Unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole Non-Flow Through warrant will entitle the holder to purchase one common share at an exercise price of $0.23 for 24 months following completion of the Offering. The forced exercise clause has been revised such that if the Company's Shares trade on the TSX Venture Exchange at a weighted average price of greater than $0.40 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.

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.

The proceeds from the issuance of the FT Shares will qualify as Canadian and/or Quebec exploration expenses which will be renounced to investors no later than December 31, 2013. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Lamaque property as well as for general working capital.

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 split into two clusters, the North and South Clusters, which are located approximate 1 kilometer ("km") from each other. The Lamaque Project's primary target, the South Cluster, which presently consists of the Plug No. 4 and Triangle zones, is approximately 3 km from the City of Val d'Or. The North Cluster, presently consisting of the Parallel and Fortune (formerly 'Forestel') zones, is located 1 km from the city.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong, CEO & President

Follow Integra Gold On:

Twitter: http://twitter.com/integragoldcorp

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 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.

Contact Information