Integra Gold Corp.
TSX VENTURE : ICG
OTCQX : ICGQF

Integra Gold Corp.

January 21, 2016 08:26 ET

Integra Gold Corp. Announces $15 Million Bought Deal Offering of Flow-Through Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 21, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

Integra Gold Corp. (TSX VENTURE:ICG)(OTCQX:ICGQF) ("Integra" or the "Company") is pleased to announce that it has entered into an agreement with Cormark Securities Inc., on behalf of a syndicate of underwriters (collectively, the "Underwriters"), to purchase 30,000,000 flow through shares ("Flow-Through Shares") of Integra (the "Offering") on a bought deal basis. The Flow-Through Shares shall be offered at a price of $0.50 per share for aggregate gross proceeds of $15 million. In addition, the Company has granted the Underwriters an option to purchase up to an additional 4,500,000 Flow-Through Shares, exercisable in whole or in part within 30 days after the closing of the Offering (the "Over-Allotment Option"), at the Offering Price, for market stabilization purposes and to cover over-allotments, if any, which would increase the gross proceeds of the Offering to approximately $17.25 million. The Offering Price represents a 58.7% premium over the closing price of the common shares on the TSX Venture Exchange on January 20, 2016.

The closing of the Offering is expected to occur on or about February 11, 2016 and is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the TSX Venture Exchange.

The proceeds received by the Company from the sale of the Flow-Through Shares will be used to incur Canadian exploration expenditures that are "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) on the Corporation's Québec mineral concessions, which will be renounced to the subscribers with an effective date no later than December 31, 2016, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Flow-Through Shares.

The Flow-Through Shares to be issued under the Offering will be offered by way of a short form prospectus in all of the provinces of Canada and may be offered in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

Concurrent with the Offering, Eldorado Gold Corporation has agreed to purchase 7,767,777 common shares of Integra (the "Common Shares") at a price of $0.315 per Common Share for gross proceeds of approximately $2.4 million by way of a non-brokered private placement (the "Private Placement") with a right to increase by an additional 794,118 Common Shares, for a total of 8,561,895 Common Shares, if the Over-Allotment Option is exercised in full. As a result of the Private Placement and upon closing of the Offering, Eldorado will hold 15% of Integra's issued and outstanding common shares on an undiluted basis. The closing of the Private Placement will be conditional on closing of the Offering, which is expected to occur on or about February 11, 2016, and is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the TSX Venture Exchange. The common shares issued pursuant to the Private Placement will be subject to a hold period for a period of four months and a day after the closing pursuant to Canadian securities laws. The net proceeds received by the Company from the Private Placement will be used for continued exploration on the Company's Lamaque Project and general working capital.

The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

Project and Company Profile

Integra's Lamaque South Gold Project and Sigma-Lamaque Mill and Mine Complex are located directly east from the city of Val-d'Or along the prolific Abitibi Greenstone belt 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.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong, CEO & President

Visit the company website: www.integragold.com

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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.

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