Integra Resources Corp. (“Integra” or the “Company”) (TSXV: ITR) (NYSE American: ITRG) and Florida Canyon Gold Inc. (“FCGI”) (TSXV: FCGV) are pleased to announce that the business combination between Integra and FCGI was completed by way of a court approved plan of arrangement under the Canada Business Corporations Act (the “Transaction”). The Transaction was overwhelmingly approved by shareholders of FCGI at a special meeting held on October 25, 2024 (the “Meeting”).
Jason Kosec, President, CEO and Director of Integra, stated, “We are thrilled to announce the completion of this transformational Transaction for Integra. I would like to welcome the new team members, board members, and shareholders to Integra. The Florida Canyon Mine will play a crucial role in realizing our long-term vision of becoming a leading mid-tier precious metals producer. Today marks the beginning of a new chapter for Integra as a Great Basin focused precious metals producer with a built-in growth pipeline, peer leading resource base, bolstered balance sheet, and strong support from our key strategic shareholders, including Wheaton Precious Metals Corp., Beedie Capital, and Alamos Gold Inc.”
Under the terms of the Transaction, Integra acquired all of the issued and outstanding common shares of FCGI (each, an “FCGI Share”). Former shareholders of FCGI are entitled to receive 0.467 of a common share of Integra (each whole share, an “Integra Share”) for each FCGI Share held immediately prior to the effective time of the Transaction. In aggregate, 65,213,010 Integra Shares were issued today for the benefit of former FCGI shareholders as consideration for their FCGI Shares.
As a result of the Transaction, FCGI became a wholly-owned subsidiary of Integra. The FCGI Shares are anticipated to be delisted from the TSX Venture Exchange (the “TSXV”) at market close on or about November 12, 2024. Following the delisting, FCGI intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.
Board of Directors
Integra’s Board of Directors (the “Board”) will continue to be led by George Salamis, as Executive Chairman, and now includes Janet Yang and Ian Atkinson, former directors of FCGI, as new members.
Ms. Yang has over twenty years of varied experience in financial management, business leadership, corporate strategy, capital markets and M&A. She currently serves as Chief Financial Officer for Reveam, Inc., a developer and operator of electronic cold-pasteurization treatment systems. Prior to joining Reveam, Ms. Yang held the role of Research Director, Energy and Mining at GMT Capital Corp., and from 2018 to 2023, she was Executive Vice President and Chief Financial Officer of W&T Offshore, Inc., a Texas-based oil and gas exploration and production company traded on the New York Stock Exchange. While at W&T Offshore, Ms. Yang was responsible for US$1.7 billion in financing transactions and played a key role in other strategic initiatives, including a substantial deleveraging of the company and originating the company’s partnerships with large, international entities such as Baker Hughes General Electric and Korea National Oil Company. Earlier in her career, Ms. Yang held positions in research and investment analysis at BlackGold Capital Management, investment banking at Raymond James and energy trading at Allegheny Energy. Ms. Yang also serves on the board of directors of Saturn Oil & Gas Inc., and she previously served as a director for FCGI and Argonaut Gold Inc. Ms. Yang holds a Master of Business Administration degree from the Booth School of Business at the University of Chicago, as well as a Bachelor of Arts degree in Economics from Rice University.
Mr. Atkinson is a Professional Geologist who currently serves as Director of Globex Mining Enterprises Inc. and Wolfden Resources Corporation and retired from the Board of Kinross Gold Corp in May 2024. Mr. Atkinson was previously Director, President, and CEO of Centerra Gold Inc. He has more than 50 years of experience in the mining industry with extensive background in exploration, project development, operations, mergers and acquisitions. Prior to his ten-year tenure at Centerra, Mr. Atkinson held various senior positions with Hecla Mining Company, Battle Mountain Gold Inc., Hemlo Gold Mines Inc., and Noranda Inc. During his career, Mr. Atkinson has contributed to the discovery of several major mineral deposits and been involved in a number of large global mining projects. Mr. Atkinson holds a Bachelor of Science (Geology) from King’s College, University of London and a Master’s Degree in Geophysics from the Royal School of Mines, University of London.
Sara Heston and Stephen de Jong have resigned from the Board. The Company would like to express its gratitude for their years of service.
Subscription Receipt Financing
In connection with closing of the Transaction, the escrow release conditions in respect of an aggregate of 14,900,000 subscription receipts (the “Subscription Receipts”) of Integra issued on August 21, 2024 at a price of C$1.35 per Subscription Receipt (the “Subscription Receipt Financing”) were satisfied, and the net proceeds of approximately C$19.4 million were released to Integra. The net proceeds are expected to be used to fund mine optimization opportunities at the Florida Canyon Mine, for the continued advancement of the DeLamar Project and the Nevada North Project, and for general corporate purposes. Each Subscription Receipt automatically converted today into one Integra Share for no additional consideration. The Integra Shares issued today upon conversion of the Subscription Receipts are subject to a statutory hold period expiring on December 22, 2024.
Credit Facility Draw
The Company also announces that it has drawn a second advance under its up to US$20 million convertible facility with Beedie Capital, in the principal amount of US$5 million, with a conversion price equal to C$1.6875 per Integra Share. The number of Integra Shares issuable upon conversion of the principal amount of the second advance is 4,098,360. The proceeds from the subsequent draw are expected to be used to finance the exploration and development of the Company’s DeLamar and Nevada North Projects, and for general working capital purposes in respect of each of Integra’s projects.
Information for Former FCGI Shareholders
In order to receive Integra Shares in exchange for FCGI Shares, registered shareholders of FCGI must complete, sign, date and return the letter of transmittal that was mailed to each FCGI shareholder prior to closing. The letter of transmittal is also available under FCGI’s profile on SEDAR+ at www.sedarplus.ca. For those shareholders of FCGI whose FCGI Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, such shareholders should contact such nominee for assistance in depositing their FCGI Shares and should follow the instructions of such intermediary or nominee.
Further information about the Transaction is set forth in the management information circular (the “Circular”) prepared by FCGI in respect of the Meeting which was mailed to shareholders of FCGI and filed under FCGI’s issuer profile on SEDAR+ at www.sedarplus.ca.
Early Warning Disclosure
Prior to the completion of the Transaction, Integra held no FCGI Shares. Following the completion of the Transaction, Integra holds all of the issued and outstanding FCGI Shares. An early warning report will be filed by Integra under FCGI’s SEDAR+ profile at www.sedarplus.ca in accordance with applicable securities laws.
Advisors and Counsel
Stifel and Trinity Advisors Corporation acted as financial advisors to Integra. Cassels Brock & Blackwell LLP acted as legal counsel to Integra in connection with the Transaction.
Cormark Securities Inc. acted as financial advisor to FCGI. Bennett Jones LLP and HBH Strategic Advisors acted as legal counsel to FCGI in connection with the Transaction.
