Deloitte

Deloitte

October 09, 2014 14:48 ET

Integra Gold Corp.-Acquisition of Shares

MONTREAL, QUEBEC--(Marketwired - Oct. 9, 2014) - Samson Bélair / Deloitte & Touche Inc. announced that, acting in its capacity as the court-appointed receiver (the "Receiver") of the assets of Century Mining Corporation ("CMC"), on October 7, 2014 it was issued 25 million fully paid and non-assessable common shares of Integra Gold Corp. ("Integra") at a deemed price of $0.25 per share (the "Shares"). Immediately following the issuance of the Shares, the Receiver owns 25 million Shares of Integra representing approximately 11.87% of the issued and outstanding Shares.

The Shares were issued to the Receiver pursuant to an asset purchase agreement dated August 25, 2014 (the "APA") among the Receiver, Integra and Integra Gold (Québec) Inc. ("Integra Québec"), a wholly-owned subsidiary of Integra, by which the Receiver agreed to sell to Integra Québec certain assets (the "Assets") of CMC relating to the Sigma-Lamaque Milling Facility and Mines in Val-d'Or, Québec. As partial consideration for the Assets, Integra, on behalf of Integra Québec, issued the Receiver 25 million Shares at a deemed price of $0.25 per Share, the Shares thus having an aggregate value of $6,250,000.

The Shares issued to the Receiver are subject to a lock-up agreement entered into on October 7, 2014 between the Receiver and Integra (the "Lock-Up Agreement"). Pursuant to the Lock-Up Agreement, during the 18 month period following October 7, 2014, the Shares are to be released as to one-third of the Shares every six months, subject to the Receiver providing an advance sale notice to Integra. For a disposition to be made by the Receiver during the 18 months following October 7, 2014, Integra may, at any time within 10 days following receipt of a sale notice from the Receiver, locate a buyer for such Shares at a price equal to no more than a 10% discount to the volume-weighted average trading price for the Shares for the five trading days preceding the date the sale notice was delivered. For a disposition made from and after 18 months after October 7, 2014, Integra may, at any time within seven days following receipt of a sale notice, locate a buyer at a price equal to no more than a 5% discount to the volume-weighted average trading price for the Shares for the five trading days preceding the date the sale notice was delivered.

For the issuance of the Shares pursuant to the APA, Integra relied on the exemption from prospectus requirements contained in Section 2.12 of National Instrument 45-106 - Prospectus and Registration Exemptions.

The holdings of the Receiver in securities of Integra may be increased or decreased in the future, as the case may be.

Contact Information

  • Samson Belair / Deloitte & Touche Inc.
    Vital Adam (514) 393-5281
    1 Place Ville-Marie, Suite 3000
    Montreal, Quebec
    H3B 4T9