SOURCE: Integra Gold Corp.

Integra Gold Corp

February 02, 2016 09:00 ET

Integra Gold Corp. Signs Share Purchase Agreement With Eldorado Gold Corporation for $2,446,850

VANCOUVER, BC--(Marketwired - February 02, 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 further to its news release dated January 21, 2016, in which the Company announced a contemplated private placement with Eldorado Gold Corporation ("Eldorado"), the parties have now signed a definitive share purchase agreement (the "Share Purchase Agreement") for that transaction. Pursuant to the Share Purchase Agreement, Eldorado has agreed to purchase an aggregate of 7,767,777 common shares of the Company (the "Private Placement Shares"), constituting approximately 2.15% of the currently issued and outstanding common shares of the Company (the "Common Shares") on an undiluted basis as of the date of the Share Purchase Agreement, at a price of $0.315 per Private Placement Share for aggregate gross proceeds of approximately $2,446,850 (the "Private Placement").

The closing of the Private Placement will be conditional on the closing of the Company's previously announced $15 million bought deal offering (the "Offering") led by Cormark Securities Inc., on behalf of a syndicate of underwriters including Paradigm Capital Inc., GMP Securities L.P., Macquarie Capital Markets Canada Ltd., Beacon Securities Limited, Haywood Securities Inc. and Mackie Research Capital Corporation (collectively, the "Underwriters").

Closing of the Offering and the Private Placement 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 final approval of the TSX Venture Exchange. Eldorado has the right to increase its purchase by up to an additional 794,118 Common Shares (the "Additional Private Placement Shares") for a total of 8,561,895 Common Shares, if the over-allotment option granted to the Underwriters under the Offering is exercised in full.

The Private Placement Shares 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.

Eldorado currently holds 52,058,200 Common Shares. Assuming Eldorado does not exercise its right to purchase the Additional Private Placement Shares, Eldorado will own 59,825,977 Common Shares constituting 15.0% of the then outstanding Common Shares on an undiluted basis following the closing of the Private Placement and the Offering. Eldorado is acquiring the Private Placement Shares for investment purposes and may acquire further Common Shares or dispose of its holdings of Common Shares both as investment conditions warrant. To obtain a copy of the Early Warning Report to be filed by Eldorado in connection with the Private Placement, please contact Krista Muhr at 1188 - 550 Burrard Street, Vancouver, B.C. V6C 2B5, (tel: 604 687 4018).

The securities offered 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 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 news 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 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.

About Eldorado

Eldorado is a leading low cost gold producer with mining, development and exploration operations in Turkey, China, Greece, Romania and Brazil. Eldorado's success to date is based on a low cost gold production strategy, a highly skilled and dedicated workforce, safe and responsible operations, and long-term partnerships with the communities where it operates. Eldorado's common shares trade on the Toronto Stock Exchange (TSX: ELD) and the New York Stock Exchange (NYSE: EGO).

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong
CEO & President and director

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. 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 Offering and the Private Placement and Company's planned exploration activities, that the Company is able to complete the Offering and the Private Placement, that the proceeds of the Private Placement are used as currently expected, 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 the Offering and/or the Private Placement will not be completed, 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.

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