Integra Gold Corp.
TSX VENTURE : ICG

Integra Gold Corp.

September 13, 2012 16:45 ET

Integra Gold Increases and Closes Second and Final Tranche for Total Proceeds of $4.05 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 13, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Integra Gold Corp. (TSX VENTURE:ICG) ("Integra" or the "Company") is pleased to announce that, subject to final regulatory approval, it has issued an additional 2,380,000 flow-through units (the "Additional Units") for gross proceeds of $749,700 further to its previously announced brokered private placement financing (the "Offering"), under which the Company had previously raised $3.3 million in gross proceeds on August 20, 2012. The issuance of the Additional Units represents the partial exercise of the 15% over-allotment option granted under the Offering as well as a further increase in the size of the Offering.

Together with the Additional Units, the Company has to date raised aggregate gross proceeds of $4,049,375.58 from the sale of 11,184,332 flow through units ("FT Units") at a price of $0.315 per FT Unit, and 1,949,300 non-flow through units ("NFT Units") at a price of $0.27 per NFT Unit for a combined total of 13,133,632 units. The Offering was conducted on a best efforts agency basis by a syndicate of agents led by Industrial Alliance Securities Inc. and included Stonecap Securities Inc. and Euro Pacific Canada (collectively the "Agents").

Each Flow Through Unit consisted of one flow through common share and one-half of one non-transferable common share purchase warrant. Each Non-Flow Through Unit consisted of one common share and one non-transferable common share purchase warrant. Each whole Flow Through warrant entitled the holder to purchase one common share at an exercise price of $0.45 for 18 months following completion of the Offering. Each whole Non-Flow Through warrant entitled the holder to purchase one common share at an exercise price of $0.40 for 18 months following completion of the Offering.

The Company intends to use the net proceeds from the sale of the Additional Units primarily for expenditures on the Company's Lamaque Property as well as for general working capital. The Agents received a cash commission equal to 7% of the gross proceeds from the sale of the Additional Units and compensation options exercisable to acquire that number of common shares of the Company as is equal to 4% of the total number of Additional Units issued and sold, at an exercise price of $0.27 per share, for a period of 18 months.

All securities comprising the Additional Units and the securities issuable thereunder are subject to a four-month hold period expiring January 13, 2013. The sale of the Additional Units is subject to final approval of the TSX Venture Exchange.

PROJECT AND COMPANY PROFILE

Integra's Lamaque Gold Project is located in the Val d'Or gold camp in the Province of Québec, Canada, about 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 project shares its northeastern border with the Sigma Mine which has produced 4.7 million ounces of gold to date, with reported significant gold resources and reserves. On its northwest border the Main Plug produced the majority of its 4.7 million ounces of gold for the historic Lamaque Mine. The Agnico-Eagle Goldex Mine, located approximately 6 kilometers west, reported reserves of 3.4 million gold ounces, and directly west of Goldex is the producing Osisko Mine reporting reserves of 10.71 million oz. of gold.

QUALITY ASSURANCE - QUALITY CONTROL ("QA/QC")

Thorough QA/QC protocols are followed on the project including insertion of duplicate, blank and standard samples in all drill holes. The core samples are submitted directly to ALS Laboratory Group and Bourlamaque Labs in Val-d'Or for preparation and analysis. Analysis is conducted on 1 assay-ton aliquots. Analysis of Au is performed using fire assay method with a gravimetric finish completed for samples exceeding 5 g/t Au, or a metallic sieve assay for samples containing visible gold. When available the gravimetric or metallic sieve assay results were used for the reported composite intervals. The Lamaque exploration project is under the direct supervision of Hervé Thiboutot, P.Eng., Vice-President of the company and qualified person ("QP") as defined by National Instrument 43-101, Alain-Jean Beauregard, P.Geo., and Daniel Gaudreault, P.Eng., Geo. of Géologica Inc., both independent QP as defined by National Instrument 43-101. The Company's QP has reviewed the technical content of this release.

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 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 and ongoing 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.

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