Integra Gold Corp.
TSX VENTURE : ICG
OTCQX : ICGQF

Integra Gold Corp.

May 13, 2016 08:05 ET

Integra Gold Corp. Announces $20 Million Bought Deal Offering of Flow-Through Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 13, 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 Raymond James Ltd. and Paradigm Capital Inc., on behalf of a syndicate of underwriters (collectively, the "Underwriters"), to purchase 23,100,000 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 $0.87 per share for aggregate gross proceeds of $20.1 million. In addition, The Company will grant the Underwriter an option to purchase up to an additional 15% of Flow-Through Shares, at the same price as is applicable to the Underwritten Offering, (the "Over-Allotment Shares" and together with the Flow-Through Shares, the "Offered Securities") exercisable at least one week prior to closing of the Offering which would increase the gross proceeds of the Offering to approximately $3 million. The Offering Price represents a 22% premium over the closing price of the common shares on the TSX Venture Exchange on May 12, 2016.

"The Company is now fully financed to complete its underground exploration program at Triangle, set to commence in a matter of weeks with a preliminary budget of $26,000,000," commented Company President and CEO, Stephen de Jong. "Our top priority continues to be the growth and advancement of the Triangle deposit, both from surface and underground. In addition to this, we are accelerating our plans to test other satellite targets and deposits which, if proven up, have the potential to increase the Lamaque project's annual production profile."

The closing of the Offering is expected to occur on or about June 2, 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 private placement 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").

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 Gold is a junior gold exploration company advancing projects in Val-d'Or, Québec, one of the top mining jurisdictions in the world. The Company's primary focus is its high-grade Lamaque South project. In 2014, Integra completed the accretive acquisition of the Sigma Mill and Mine Complex, a fully permitted 2,200 ton per day mill and tailings facility. With major federal and provincial permits in place, existing infrastructure and exploration potential, this acquisition removed major costs and shortened timelines typically associated with mine project developments. Integra was recently named to the TSX Venture top 50 performers in 2015 and the OTCQX Best 50 award for 2015.

ON BEHALF OF THE BOARD OF DIRECTORS

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

Cautionary Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute forward-looking statements including the timing and completion of the private placement. 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. 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, those matters identified in its continuous disclosure filings, including its most recently filed MD&A. 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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