Integra Gold Corp.
TSX VENTURE : ICG

Integra Gold Corp.

December 17, 2013 14:59 ET

Integra Gold Increases Private Placement to $4,500,000

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 17, 2013) -

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 due to demand, and subject to regulatory approval, it has increased its previously announced $3,500,000 non-brokered private placement financing (the "Offering").

The Offering will consist of flow through shares ("FT Shares") and non-flow through units ("NFT Units"). Each FT Share (at a price of $0.26 per Quebec FT Share or $0.20 per National FT Share), consists of one flow through common share and no warrant. Each NFT Unit is priced at $0.17 and consists of one common share and one-half of one non-transferable, non-flow through common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one common share at an exercise price of $0.26 for 18 months following completion of the Offering. Should the Company's shares trade on the TSX Venture Exchange at a weighted average price of greater than $0.45 for any ten consecutive trading day period the Company may, on written notice to the holders of the Warrants, reduce the exercise period of the Warrants to a date that is not less than 30 days from the date of the notice. The shares will be subject to a statutory four month hold period.

The Company anticipates the majority of the Offering will close in a first tranche shortly. To allow flexibility for some of its investors through the holiday season Integra anticipates closing the remaining in a second tranche in early January.

The proceeds from the issuance of the National or Quebec FT Shares in December 2013 tranche(s) will qualify as Canadian and/or Quebec exploration expenses which will be renounced to investors no later than December 31, 2013. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Lamaque property and for general working capital.

Finder's fees of 7% cash and 7% brokers' warrants are payable in respect of these funds. Considering the anticipated allocation between FT Shares and NFT Units, the Company expects the maximum shares issued will be 19,500,000. The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price.

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 available.

The Company's primary objective is to continue to prove up additional resources on the project while advancing the existing resource toward development. The project is split into two main clusters, the North Cluster composed of the Parallel, Fortune, No. 3 Mine and No. 5 Plug, and the South Cluster, consisting of the Triangle, South Triangle and No. 4 Plug, located approximately one km from each other.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong, CEO & President

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.

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, constitutes 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.

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