Integra Gold Corp.

Integra Gold Corp.

December 15, 2011 16:14 ET

Integra Gold Closes $5.75 Million Financing, 15% Overallotment Option Exercised

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 15, 2011) -


Integra Gold Corp. (TSX VENTURE:ICG) ("Integra" or the "Company") is pleased to announce that it has completed its previously announced $5,750,000 unit brokered private placement financing with full exercise of the 15% over-allotment option.

The Company raised aggregate gross proceeds of $5,750,000 from the sale of (i) 10,000,000 flow through units ("the FT Units") at a price of $0.50 per FT Unit, and (ii) 1,875,000 non-flow through units (the "Units") at a price of $0.40 per Unit (collectively, the "Offering") for a total of 11,875,000 units. The Offering was conducted on a best efforts agency basis through Industrial Alliance Securities Inc. as sole lead agent (the "Agent"). The non-flow through Units accounted for $750,000 in the Offering.

Each FT Unit consists of one flow-through common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant") with each Warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of C$0.65 per share for a period of 12 months following the closing of the Offering. Each Unit consists of one common share of the Company and one-half of one Warrant.

The proceeds from the issuance of the FT Units will be used to fund exploration expenditures on the Company's Quebec mineral projects and on other Canadian mineral projects. 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. The Agent was paid a cash commission of 7% on the proceeds from the sale of the 10,000,000 FT Units and 500,000 Units and 3.5% on the proceeds from the sale of 1,375,000 Units.

All securities issued under the Offering are subject to a four-month hold period expiring on April 16, 2012. The Offering is subject to final approval of the TSX Venture Exchange.

"With the closing of this financing Integra is now able to aggressively pursue its objective of adding gold resources to its inventory, enhancing resource category, and developing zones which demonstrate open pit potential," comments Company President and CEO, John de Jong. "The Company is in the process of finalizing its 2012 drill plan for the Lamaque Gold Project, additional details of which will be released when completed. We look forward to the pending resource estimate for the Sixteen Zone, the anticipated updates on existing resource estimates in 2012 and believe this placement will help us reach our short-term objective of one million gold ounces quickly."

At the Annual General & Special Meeting held on November 15, 2011, disinterested shareholders approved the creation of Maxwell Munday as a control person of the Company.

Subject to approval of the TSX Venture Exchange (and disinterested shareholder approval of insider options), the Company plans to re-price incentive stock options that expire from January 18, 2012, through January 23, 2018 (currently priced between $1.00 and $0.85) to $0.50.

The Company also announces that under the terms of its Stock Option Plan it has granted 672,500 incentive stock options to directors, officers, employees and consultants of the Company, effective December 15, 2011. The options are exercisable into common shares of the Company at $0.40 per share.

Company and Gold Project Location

Integra's principal project, the Lamaque Gold Project, consists of four contiguous mining concessions and twenty mining claims for a total of 1,459 hectares, owned 100% by Integra. The project is located about 550 km northwest of Montréal, Quebec 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 focus is to advance gold zones demonstrating potential for open pit mining and where gold resources can be added quickly to the gold resource estimate summarized below and reported in the "NI43-101 Technical Report on the Lamaque Property," dated June 23, 2011, and "Estimate of Resources and Modeling of the Triangle Sector Located on the Lamaque Property in Val d'Or, Quebec," prepared by Christian D'Amours, dated November 2011, which are available on SEDAR and the Company website.

Gold Deposit Name Metric Tons Grade
(Grams per
No. 4 Plug* 1,042,258 9.43 g/t 315,975 inferred
Forestel Zone** 861,000 2.10 g/t 58,000 inferred
Parallel Zone** 211,484 1.72 g/t 11,681 inferred
Parallel Zone** 659,959 4.80 g/t 101,794 indicated
Triangle Zone*** 220,788 18.73 g/t 132,987 inferred
Triangle Zone*** 140,840 13.51 g/t 61,168 indicated
Total Inferred Resources 2,335,530 6.91 g/t (average) 518,643 inferred
Total Indicated Resources 800,799 6.33 g/t (average) 162,962 indicated

The Lamaque 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 approximately 6 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 10.71 million ounces of gold.

The Lamaque project exploration is under the direct supervision of Alain Beauregard, P.Geol. of Geologica Inc., an independent qualified person as designated by National Instrument 43-101, who has reviewed and approved the technical content of this release.


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, resource estimates, the Company's objectives, completion of a resource estimate, and the re-pricing of stock options 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, the Company's planned exploration activities and the re-pricing of stock options, 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, that actual results of exploration activities are consistent with management's expectations, that the key assumptions and parameters on which resource estimates are based are reasonable and that the pending resource estimate will be completed as expected. 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 the Company's objectives will not be achieved, that the pending resource estimate will not be completed, that the stock option re-pricing will not be completed, that actual results of the Company's exploration activities will be different than those expected by management, 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 and that data and assumptions underlying resource estimates may prove to be inaccurate, incomplete or to have been incorrectly interpreted and the general risk of unexpected variations in mineral resources, and grade or recovery rates. 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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