Further to the joint news release of Integra Resources Corp.
(“
Integra” or the “
Company”)
(TSX-V: ITR; NYSE American: ITRG) and Millennial Precious Metals
Corp. (“
Millennial”) (TSX-V: MPM, OTCQB: MLPMF)
dated February 27, 2023 announcing Integra’s intention to combine
with Millennial (the “
Transaction”), the Company
announces that it has completed its bought deal private placement
of 35,000,000 subscription receipts (the “
Subscription
Receipts”) at a price of C$0.70 per Subscription Receipt
(the “
Offering Price”) for gross proceeds of
C$24.5 million (the “
Brokered
Offering”), and a concurrent non-brokered private
placement (the “
Non-Brokered Offering”) with
Wheaton Precious Metals Corp. (“
WPM”) of
15,000,000 Subscription Receipts at the Offering Price for gross
proceeds of C$10.5 million. The Offering was conducted by Raymond
James Ltd., BMO Capital Markets and Cormark Securities Inc.
(collectively, the “
Underwriters”).
The gross proceeds from the Brokered Offering
and the Non-Brokered Offering have been placed into escrow with TSX
Trust Company (the “Subscription Receipt Agent”).
Each Subscription Receipt represents the right of a holder to
receive, upon satisfaction or waiver of certain release conditions
(including the satisfaction of all conditions precedent to the
completion of the Transaction other than the issuance of the
consideration shares to shareholders of Millennial) (the
“Escrow Release Conditions”), without payment of
additional consideration, one common share in the capital of
Integra (each an “Integra Share” and collectively,
the “Integra Shares”) subject to adjustments and
in accordance with the terms and conditions of a subscription
receipt agreement entered into today among the Company, the
Underwriters, WPM and the Subscription Receipt Agent (the
“Subscription Receipt Agreement”). If the Escrow
Release Conditions are satisfied on or before June 9, 2023 (the
“Termination Date”), the escrowed funds, together
with interest earned thereon, will be released to the Company. If
the Escrow Release Conditions are not satisfied prior to the
Termination Date, the escrowed funds, together with interest earned
thereon, will be returned on a pro rata basis to the holders of the
Subscription Receipts, and the Subscription Receipts will be
cancelled and have no further force and effect. The Subscription
Receipts, including the Integra Shares issuable upon conversion
thereof, are subject to a statutory hold period expiring on July
17, 2023.
In connection with the Brokered Offering, and
assuming the Escrow Release Conditions are satisfied prior to the
Termination Date, the Underwriters will receive a cash commission
equal to 6.0% of the gross proceeds from the sale of Subscription
Receipts, which commission will be reduced to 4.0% in respect of
certain president’s list purchasers.
Following completion of the Transaction, the net
proceeds from the Private Placements are expected to be used to
fund an updated resource estimate and Mine Plan of Operations at
the DeLamar Project, an updated resource estimate and a Preliminary
Economic Assessment for the Wildcat and Mountain View Projects,
permit advancement, and for working capital and general corporate
purposes.
The securities being offered pursuant to the
Brokered Offering and the Non-Brokered Offering have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”) and
may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons absent registration or an
applicable exemption from the registration requirements. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any state in which such offer, solicitation or sale would be
unlawful. “United States” and “U.S. person” are as defined in
Regulation S under the U.S. Securities Act.
About Integra Resources
Integra is a development-stage mining company
focused on the exploration and de-risking of the past producing
DeLamar gold-silver project in Idaho, USA. Integra is led by the
management team from Integra Gold Corp., which successfully grew,
developed and sold the Lamaque Project, in Quebec, for C$600
million in 2017. Since acquiring the DeLamar Project, which
includes the adjacent DeLamar and Florida Mountain gold and silver
deposits, in late 2017, Integra has demonstrated significant
resource growth and conversion while providing robust economic
studies in its maiden preliminary economic assessment and now
Pre-feasibility Study (the “PFS”). An independent technical report
for the PFS on the DeLamar Project has been prepared in accordance
with the requirements of NI 43-101 and is available under Integra’s
profile at www.sedar.com and on Integra’s website at
www.integraresources.com.
About Millennial Precious
Metals
Millennial (TSXV:MPM, OTCQB:MLPMF) is an
exploration and development company focused on unlocking quality
ounces through the responsible expansion of its eight gold and
silver projects located in Nevada and Arizona, USA. Millennial
plans to accelerate the development of its two flagship projects
located in Nevada: Wildcat and Mountain View. The Wildcat Inferred
Mineral Resource estimate contains 776,000 ounces of oxide Au (60.8
million tonnes at 0.40 g/t Au; effective date of November 18, 2020)
and the Mountain View Inferred Mineral Resource estimate contains
427,000 ounces of oxide Au (23.2 million tonnes at 0.57 g/t Au;
effective date of November 15, 2020). Technical reports titled “NI
43-101 Technical Report Resource Estimate for the Wildcat Project,
Pershing County, Nevada, United States”, dated November 20, 2020
with an effective date of November 18, 2020 prepared by William J.
Lewis, B.Sc., P.Geo., Rodrigo Calles-Montijo, MSc., CPG, and
Leonardo de Souza, MAusIMM (CP) and “NI 43-101 Technical Report for
the Mountain View Project, Washoe County, Nevada, USA”, dated
November 25, 2020 with an effective date of November 15, 2020,
prepared by William J. Lewis, B.Sc., P.Geo., Rodrigo
Calles-Montijo, MSc., CPG, and Leonardo de Souza, MAusIMM (CP) are
available on Millennial’s issuer profile on SEDAR at
www.sedar.com.
On Behalf of the Board of
Directors
George SalamisPresident, CEO and Director
Contact Information
Inquiries: ir@integraresources.comCorporate
inquiries: ir@integraresources.comOffice phone: 1-604-416-0576
MILLENNIAL CONTACT INFORMATION
Jason KosecPresident, CEO and
Directorjason.kosec@millennialpm.comPhone: 250-552-7424
Website: https://millennialpreciousmetals.com/
Forward Looking and Other Cautionary
Statements
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of the applicable
Canadian and U.S. securities legislation. All statements, other
than statements of historical fact, are forward-looking statements
and are based on expectations, estimates and projections as at the
date of this news release. Any statement that involves discussion
with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance
(often, but not always using phrases such as “plans”, “expects”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates”, or “believes” or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved) are not statements of
historical fact and may be forward-looking statements. In this news
release, forward-looking statements relate, among other things, to:
the proposed use of the net proceeds from the Brokered Offering and
the Non-Brokered Offering; the ability of Integra to consummate the
Transaction and satisfy the Escrow Release Conditions; anticipated
advancement of mineral properties or programs; future operations;
future growth potential of Integra; the preparation of an updated
Mineral Resource Estimate and Mine Plan of Operations at the
DeLamar Project; the preparation of the Wildcat and Mountain View
PEA; the Consolidation; the results from work performed to date;
the estimation of mineral resources and reserves; the realization
of mineral resource and reserve estimates; the development,
operational and economic results of technical reports on mineral
properties referenced herein; magnitude or quality of mineral
deposits; the anticipated advancement of the Companies’ mineral
properties and project portfolios; exploration expenditures, costs
and timing of the development of new deposits; underground
exploration potential; costs and timing of future exploration; the
completion and timing of future development studies; estimates of
metallurgical recovery rates; exploration prospects of mineral
properties; requirements for additional capital; the future price
of metals; government regulation of mining operations;
environmental risks; the timing and possible outcome of pending
regulatory matters; the realization of the expected economics of
mineral properties; future growth potential of mineral properties;
and future development plans. These forward-looking statements, and
any assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding the direction of our
business. Management believes that these assumptions are
reasonable. Forward-looking information involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information. Such factors include, among others: risks related to
the speculative nature of the Company’s business; the Company’s
formative stage of development; the impact of COVID-19 on the
timing of exploration and development work; the Company’s financial
position; possible variations in mineralization, grade or recovery
rates; actual results of current exploration activities; actual
results of reclamation activities; conclusions of future economic
evaluations; business integration risks; fluctuations in general
macroeconomic conditions; fluctuations in securities markets;
fluctuations in spot and forward prices of gold, silver, base
metals or certain other commodities; fluctuations in currency
markets (such as the Canadian dollar to United States dollar
exchange rate); change in national and local government,
legislation, taxation, controls regulations and political or
economic developments; risks and hazards associated with the
business of mineral exploration, development and mining (including
environmental hazards, industrial accidents, unusual or unexpected
formation pressures, cave-ins and flooding); inability to obtain
adequate insurance to cover risks and hazards; the presence of laws
and regulations that may impose restrictions on mining; employee
relations; relationships with and claims by local communities and
indigenous populations; availability of increasing costs associated
with mining inputs and labour; the speculative nature of mineral
exploration and development (including the risks of obtaining
necessary licenses, permits and approvals from government
authorities); and title to properties. Such factors are described
in detail in the Supplements and the documents incorporated by
reference in the Supplements.
Forward-looking statements contained herein are
made as of the date of this news release and the Company disclaims
any obligation to update any forward-looking statements, whether as
a result of new information, future events or results, except as
may be required by applicable securities laws. There can be no
assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements and there may
be other factors that cause results not to be anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking information.
Cautionary Note for U.S. Investors
Concerning Mineral Resources and Reserves
NI 43-101 is a rule of the Canadian Securities
Administrators which establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. Technical disclosure contained in this
news release has been prepared in accordance with NI 43-101 and the
Canadian Institute of Mining, Metallurgy and Petroleum
Classification System. These standards differ from the requirements
of the U.S. Securities and Exchange Commission
(“SEC”) and resource information contained in this
news release may not be comparable to similar information disclosed
by domestic United States companies subject to the SEC's reporting
and disclosure requirements. 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 release.
Millennial Precious Metals (TSXV:MPM)
過去 株価チャート
から 12 2024 まで 1 2025
Millennial Precious Metals (TSXV:MPM)
過去 株価チャート
から 1 2024 まで 1 2025