VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 20, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Integra Gold Corp. (TSX VENTURE:ICG) ("Integra" or the "Company") is pleased to announce that it has increased and subsequently closed its $1,650,000 non-brokered private placement (the "Offering") announced December 18, 2012.
The Company raised aggregate gross proceeds of $1,729,750.75 from the sale of 5,322,310 flow through shares ("FT Shares") at a price of $0.325 per FT Share, a 44% premium to the Company's December 20, 2012 closing price. No warrants were issued in conjunction with the Offering.
"The significant premium to market, the absence of warrants, and the level of demand we saw in this offering give further credibility to both the Lamaque Project and the advantages of advancing a high-grade, quality gold asset in a jurisdiction like Quebec," commented Company President and CEO, Stephen de Jong.
The Company paid finder's fees totaling $84,725.03 in connection with the Offering. All securities issued under the Offering are subject to a four-month hold period expiring April 21, 2013. The Offering is subject to final approval of the TSX Venture Exchange.
Securities Purchase Agreement:
In addition to the Offering outlined above, the Company announces it has entered into a securities purchase agreement (the "Agreement"), dated December 20, 2012, with Pinetree Capital Ltd. (TSX:PNP) ("Pinetree"), an arm's length party. Pursuant to the Agreement Integra will issue 5,000,000 non flow through common shares ("NFT Shares") at a price of $0.24 per NFT Share in exchange for 1,379,310 common shares of Pinetree at $0.87 per common share, representing a value of $1,200,000 for the transaction.
The transaction is scheduled to close on or about January 16, 2013 and is subject to certain conditions, including approval of the TSX Venture Exchange and Toronto Stock Exchange, as applicable. The shares issued in connection with the transaction will each be subject to a statutory four-month hold period. In connection with the transaction, Sheldon Inwentash, a current shareholder of Integra and Chief Executive Officer of Pinetree, will become an "Insider" of Integra though his direction and control of the Pinetree holdings and his own share holdings. A finder's fee of 3.25% is payable upon closing of the transaction.
Project and Company Profile:
Integra's Lamaque Gold Project is located in the heart of the Val d'Or gold camp 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 accessible.
The Company's focus is to evaluate and enhance gold bearing zones demonstrating the potential to increase existing resources. The Lamaque project currently has an inferred and indicated gold resource of 2,335,530 metric tonnes averaging 6.91 g/t Au for 518,643 ounces ("oz.") Au and 800,799 metric tonnes averaging 6.33 g/t Au for 162,962 oz. Au respectively.
ON BEHALF OF THE BOARD OF DIRECTORS
Stephen de Jong, CEO & President
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This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this release, including statements regarding the closing of 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 Company's planned exploration activities, that the Company is able to complete the private placement, 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 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.
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.