Integra Gold Corp.
TSX VENTURE : ICG

Integra Gold Corp.

August 09, 2012 13:23 ET

Integra Gold Increases Private Placement to $3.0 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 9, 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 due to increased demand and subject to regulatory approval, it has increased its $2.5 million brokered private placement announced on August 2, 2012 to $3.0 million. The placement is being led by Industrial Alliance Securities Inc. with a syndicate of agents (collectively the "Agents") and consists of a combination of Flow Through Units and Non-Flow Through Units (collectively the "Units") at a price of $0.315 per Flow Through Unit and $0.27 per Non-Flow Through Unit. The maximum number of Units to be issued is 11,111,111.

The proceeds from the issuance of the Flow Through Units will qualify as Canadian and Quebec exploration expenses that will be renounced to investors no later than December 31, 2012. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Lamaque Property and for working capital.

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

The Company has granted the Agents a 30 day option (the "Over-Allotment Option") to sell up to that number of additional Flow Through or Non-Flow Through Units that equal 15% of the aggregate number of Units sold through the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds from the Offering will be $3,450,000. The maximum number of units anticipated to be sold in the offering, assuming full exercise of the Over-Allotment Option, is 12,777,778 units.

In connection with the Offering, the Company will pay a cash commission to the Agents in an amount equal to 7% of the gross proceeds of the Offering and will issue compensation options to the Agents enabling the Agents to purchase common shares equal to 4% of the number of Flow Through and Non-Flow through Units sold through the Offering at a price of $0.27 per share for a period of 18 months from the closing of the Offering.

The Offering is scheduled to close on or about August 15, 2012 and is subject to certain conditions, including approval of the TSX Venture Exchange.

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 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 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.

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