Integra Gold Corp.

Integra Gold Corp.

September 12, 2011 09:00 ET

Integra Gold Corp. Closes Over-Subscribed Private Placement for Total Proceeds of $3,046,040

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 12, 2011) - Integra Gold Corp. (TSX VENTURE:ICG) (Integra or the "Company") is pleased to announce that, subject to final regulatory approval, it has completed its non-brokered private placement announced on August 26, 2011 for total proceeds of $3,046,040. The private placement was over-subscribed.

CEO/President's Message

"I appreciate the confidence in the Company by the investors of this financing who share our enthusiasm for the Lamaque Gold Project. The Company continues to advance as we move its focus on exploration to one of development. Our objective remains to be fiscally prudent and geologically sound as we build the Company together and increase shareholder value."

John de Jong, CEO & President

Integra Gold's Strategic Plan

Integra's strategic plan to advance the Lamaque project and take advantage of current high gold prices includes:

  • Focusing on defining and advancing zones on the Lamaque property that show the greatest proclivity for open pit mining
  • Intensifying work on the zones that display the greatest potential to add to Integra's current gold resource inventory
  • Minimizing operating costs as much as possible to ensure maximum funds are dedicated to advancing the Lamaque gold project
  • Making new additions to the management team as needed with a focus on development and gold production

The Private Placement

The Company raised $2,733,840 from the sale of 12,426,545 non-flow through units (the "NFT Units") at a price of $0.22 per unit and $312,200 from the sale of 1,115,000 flow through units (the "FT Units") at a price of $0.28 per unit for an aggregate of $3,046,040. The net proceeds from the private placement will primarily be used to accomplish the Company's strategic plan as outlined above, as well as for general working capital. Commission in an aggregate amount of $46,816 was paid to Redplug Capital Corp.

Each NFT Unit consisted of one common share or, in the case of the NFT Units issued to a subscriber controlled by a significant shareholder of the Company, one special warrant, and one whole share purchase warrant. The terms of the special warrants are discussed below.

Each FT Unit consisted of one common share and one-half of one share purchase warrant.

Each whole warrant, whether issued as part of a NFT Unit or a FT Unit, entitles the holder to purchase one additional common share at a price of $0.35 until September 8, 2013.

The securities issued in the private placement are subject to a four month hold period pursuant to applicable Canadian securities laws and the policies of the TSX Venture Exchange expiring on January 10, 2012. In addition, the common shares issued as part of the NFT Units (including common shares issued on exercise of the special warrants) will be subject to a contractual 12 month hold period.

A subscriber controlled or directed by Mr. Maxwell Munday, a significant shareholder of the Company, subscribed for 9 million NFT Units comprised of 9 million special warrants and 9 million warrants in the private placement.

John de Jong, CEO & President, stated: "We are pleased to have the continuing support of our major shareholders and consider Mr. Munday's most recent investment to be a strong vote of confidence in the Company and the Company's long-term prospects. The one year hold period applied to the NFT units is testament to their confidence in Integra's future."

Mr. Munday now owns, controls or directs a total of 6,287,000 common shares (which represents approximately 16.43% of the Company's outstanding shares), special warrants to purchase 9 million common shares and warrants to purchase an additional 12,643,000 common shares. On a fully diluted basis, Mr. Munday owns, controls or directs approximately 40.09% of the shares of the Company. On a partially diluted basis (assuming the exercise only of the special warrants and warrants owned, controlled or directed by Mr. Munday), Mr. Munday owns, controls or directs approximately 43.33% of the shares of the Company. All figures other than the number of securities issued in this private placement are based on Mr. Munday's filings on SEDI.

Each special warrant is exercisable to acquire one common share for no additional consideration. All of the special warrants will be automatically exercised on either: (a) approval by the disinterested shareholders of the Company of the creation of Mr. Munday as a new "control person" of the Company in accordance with the requirements of the TSX Venture Exchange (the "Exchange"), or (b) the Exchange otherwise accepting the exercise of the special warrants. Aside from this automatic exercise, the holder may cause special warrants to be exercised only to the extent that such exercise would not result in Mr. Munday and any joint actors holding more than 18.5% of the outstanding shares of the Company, after giving effect to such exercise. The special warrants do not have an expiry date.

Similarly, the warrants issued to the subscriber controlled or directed by Mr. Munday are subject to an undertaking to the Exchange not to exercise warrants which, if exercised, will result in Mr. Munday and any joint actors owning, controlling or directing more than 18.5% of the outstanding common shares after giving effect to such exercise, until either the disinterested shareholders of the Company have approved the creation of Mr. Munday as a new control person of the Company or the Exchange otherwise accepts the exercise of the warrants.

The Company intends to seek shareholder approval of Mr. Munday as a new control person of the Company at the next annual general meeting of the Company, which is scheduled for November 2011.

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.

Incentive Stock Options

The Company also announces that under the terms of its Stock Option Plan it has granted 2,025,000 incentive stock options to directors, officers, employees and consultants of the Company, effective September 12, 2011. The options are exercisable into common shares of the Company at $0.22 per share and carry a seven year term.

Lamaque Gold Project

The Lamaque property is in the Val d'Or Gold Camp immediately adjacent to both the Sigma and Lamaque mines, which together have produced approximately 9 million ounces of gold. The current inferred gold resource at Lamaque property is 385,656 gold ounces (2,114,742 tons at average grade of 5.67 g/t gold - uncut) and 101,794 gold ounces (659,959 tons at an average grade of 4.80 g/t gold – uncut) according to Geologica Groupe-Conseil Inc. NI 43-101 Technical Report (June 23, 2011).

The Lamaque Gold Project's north-eastern boundary lies next to the producing Sigma Mine and pit which has produced 4.7 million ounces of gold from 1935 to the present and has reported significant gold resources and reserves with potential to add more as new modeling processes are implemented and new geological targets defined.

The Lamaque Property is located in the Val-d'Or gold camp in Quebec about 550 km northwest of Montréal, Quebec. The property consists of four (4)contiguous mining concessions and twenty (20) mining claims for a total of 1,459 hectares, owned 100% by Integra. None of the claims are within park, forest reserves or other areas that are restricted from exploration and mining.

On Behalf of the Directors

John de Jong, CEO & President

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This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. 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 any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this release, including statements regarding the Company's strategic plan and the use of the proceeds from the private placement, 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 and the Company's planned exploration activities, 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 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.

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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