VANCOUVER, BC and TORONTO, May 4, 2023
/CNW/ - Integra Resources Corp. ("Integra") (TSXV:
ITR) (NYSE American: ITRG) and Millennial Precious Metals Corp.
("Millennial") (TSX-V: MPM, OTCQB: MLPMF) (together, the
"Companies") are pleased to announce the completion of their
previously announced at-market merger (the "Transaction") by
way of a court-approved plan of arrangement (the
"Arrangement").
Executive Chairman and Director of Integra, George Salamis,
stated, "By combining Integra with Millennial, we have
created one of the largest precious metals exploration and
development companies in the Great Basin, with three high-quality
heap-leach projects, an exciting portfolio of exploration
properties, and a significantly enhanced capital markets
profile."
President, Chief Executive Officer and Director of Integra,
Jason Kosec, stated, "The
completion of this transaction represents a significant step toward
our long-term vision of building an industry-leading, US-focused
mid-tier producer. 2023 will be a pivotal year for the company as
we work to deliver an updated resource estimate and submit the mine
plan of operations at DeLamar, as well as an updated resource
estimate and PEA at Wildcat & Mountain View."
Under the terms of the Transaction, Integra acquired all of the
issued outstanding common shares of Millennial (each, a
"Millennial Share"). Millennial shareholders received 0.23
of a common share of Integra (each whole share, an "Integra
Share") for each Millennial Share held (the "Exchange
Ratio"). In aggregate, 42,180,139 Integra Shares were issued
today to former Millennial shareholders as consideration for their
Millennial Shares.
As a result of the Transaction, Millennial has become a
wholly-owned subsidiary of Integra and the Millennial Shares are
anticipated to be delisted from the TSX Venture Exchange (the
"TSXV") at market close on or about May 5, 2023. Following the delisting, Millennial
intends to apply to cease to be a reporting issuer under applicable
Canadian securities laws.
Executive Leadership and Board of
Directors
Integra will be led by George Salamis, as Executive Chairman;
Jason Kosec, as President and Chief
Executive Officer; Timothy Arnold,
as Chief Operating Officer; and Andree
St-Germain, as Chief Financial Officer. Jason Kosec, Sara
Heston and Eric Tremblay have
joined Integra's board of directors (the "Board"). The Board
also includes Stephen de Jong,
George Salamis, Anna Ladd-Kruger,
Timo Jauristo, C.L. "Butch" Otter
and Carolyn Clark Loder.
David Awram has resigned from the
Board and will assume the role of advisor to Integra. Integra would
like to thank Mr. Awram for his years of service to Integra and
looks forward to continuing to work with him as an advisor. Former
Chief Geologist and director of Millennial, Ruben Padilla, will also serve as a technical
advisor to Integra.
Subscription Receipt
Financing
In connection with closing of the Transaction, the escrow
release conditions in respect of an aggregate of 50,000,000
subscription receipts (the "Subscription Receipts") of
Integra issued on March 16, 2023 at a
price of C$0.70 per Subscription
Receipt (the "Subscription Receipt Financing") were
satisfied and the net proceeds in the amount of approximately
C$34,140,973 were released to
Integra. The net proceeds 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. 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 July 17,
2023.
Information for Millennial
Shareholders
In order to receive Integra Shares in exchange for Millennial
Shares, registered shareholders of Millennial must complete, sign,
date and return the letter of transmittal that was mailed to each
Millennial shareholder prior to closing. The letter of transmittal
is also available under Millennial's profile on SEDAR at
www.sedar.com. For those shareholders of Millennial whose
Millennial Shares are registered in the name of a broker,
investment dealer, bank, trust company, trust or other intermediary
or nominee, they should contact such nominee for assistance in
depositing their Millennial Shares and should follow the
instructions of such intermediary or nominee.
Convertible Securities
Millennial RSUs
Pursuant to the Arrangement, each Millennial restricted share
unit (a "Millennial RSU"), whether vested or unvested, has
vested in accordance with the terms of the restricted share unit
plan of Millennial and settled into Millennial Shares, with such
Millennial Shares having then been exchanged for Integra Shares in
accordance with the Exchange Ratio.
The TSXV has granted Millennial a waiver of the requirements of
section 4.6 of TSXV Policy 4.4 – Security Based Compensation
with respect to the accelerated vesting, pursuant to the
Arrangement, of certain Millennial RSUs held by Jason Kosec, Sara
Heston, Eric Tremblay,
Jason Banducci and Raphael Dutaut,
who will each serve as a director and/or officer of Integra
following completion of the Arrangement. Details regarding the
Millennial RSUs held by such persons prior to the completion of the
Arrangement can be found in the management information circular of
Millennial dated March 27, 2023,
which is available under Millennial's profile on SEDAR at
www.sedar.com.
Millennial Options
Pursuant to the Arrangement, each Millennial option (a
"Millennial Option"), whether vested or unvested, has been
transferred to Integra, with the holder thereof receiving as
consideration an option to purchase from Integra such number of
Integra Shares equal to the Exchange Ratio multiplied by the number
of Millennial Shares subject to the Millennial Option, at an
exercise price per Integra Share equal to the current Millennial
Option exercise price divided by the Exchange Ratio, exercisable
until the original expiry date of such Millennial Option and
otherwise governed by the terms of the Millennial stock option
plan.
Millennial Warrants
Pursuant to the Arrangement, each Millennial warrant to purchase
common shares (a "Millennial Warrant") will, upon the
exercise of such rights, entitle the holder thereof to be issued
and receive for the same aggregate consideration, upon such
exercise, in lieu of the number of Millennial Shares to which such
holder was theretofore entitled upon exercise of such Millennial
Warrants, the kind and aggregate number of Integra Shares that such
holder would have been entitled to be issued and receive if,
immediately prior to the effective time of the Arrangement, such
holder had been the registered holder of the number of Millennial
Shares to which such holder was theretofore entitled upon exercise
of such Millennial Warrants. All other terms governing the
warrants, including, but not limited to, the expiry date, exercise
price and the conditions to and the manner of exercise, will be the
same as the terms that were in effect immediately prior to the
Effective Time, and shall be governed by the terms of the
applicable warrant instruments.
Prior to the completion of the Transaction, Millennial had
outstanding a class of Millennial Warrants listed on the TSXV under
the trading symbol MPM.WT (the "Listed Millennial
Warrants"). The Listed Millennial Warrants will continue
trading on the TSXV as Millennial warrants, under their existing
trading symbol, and will remain listed on the TSXV until the
earliest to occur of their exercise, expiry or delisting. As
required by the warrant indenture in respect of the Listed
Millennial Warrants, Integra has entered into a supplemental
warrant indenture in respect of such warrant indenture governing
the Listed Millennial Warrants. A copy of the supplemental warrant
indenture will be made available on Millennial's and Integra's
respective SEDAR profiles at www.sedar.com.
Further information about the Transaction is set forth in the
materials prepared by Millennial in respect of the special meeting
of the shareholders of Millennial which were mailed to Millennial
shareholders and filed under Millennial's profile on SEDAR at
www.sedar.com.
Other Matters
An application has been filed with the applicable securities
regulators of Millennial for exemptive relief from certain
continuous disclosure and insider reporting requirements. In the
event Millennial is granted such relief, holders of Listed
Millennial Warrants will be directed to reference, and rely upon,
the public disclosure filings of Integra.
Share Consolidation
Subject to the receipt of approval from the TSXV and NYSE
American, Integra intends to consolidate the Integra Shares on
the basis of one post-consolidation Integra Share for every 2.5
pre-consolidation Integra Shares (the "Consolidation"). The
Consolidation is currently expected to be implemented prior to the
end of May 2023.
As a result of the Consolidation, Integra Shares issuable
pursuant to Integra's convertible securities will be proportionally
adjusted on the same basis. No fractional Integra Shares will be
issued, and any fractional interest in Integra Shares resulting
from the Consolidation will be rounded to the nearest whole Integra
Share.
A letter of transmittal will be mailed to registered
shareholders once the Consolidation has taken effect, which will
contain instructions on how registered shareholders can exchange
their share certificates or direct registration system advices
("DRS Advices"), evidencing their pre-Consolidation Integra
Shares for new share certificates or DRS Advices representing the
number of post-Consolidation Integra Shares to which they are
entitled.
None of the securities issued pursuant to the Transaction or
the Subscription Receipt Financing have been or will be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any securities laws
of any state of the United States,
and any securities issued pursuant to the Transaction or the
Subscription Receipt Financing have been or will be issued in
reliance upon available exemptions from such registration
requirements. This news release does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
Early Warning Disclosure
Prior to the Transaction, Integra held nil Millennial Shares.
Following the completion of the Transaction, Integra holds all of
the issued and outstanding Millennial Shares. An early warning
report will be filed by Integra under Millennial's SEDAR profile at
www.sedar.com in accordance with applicable securities laws. To
obtain a copy of the early warning report, please contact the
Corporate Secretary of Integra at 604-416-0576 or
leanne@integraresources.com. Integra's head office is located at
1050 - 400 Burrard Street, Vancouver,
British Columbia, V6C 3A6.
Advisors and Counsel
Cassels Brock & Blackwell LLP
acted as legal counsel and Cormark Securities Inc. acted as
financial advisor to Integra in connection with the
Transaction.
Bennett Jones LLP acted as legal counsel to Millennial and
Stifel GMP acted as financial advisor to the special committee of
the board of directors of Millennial in connection with the
Transaction.
Technical Disclosure and Qualified
Persons
The scientific and technical information contained in this news
release with respect to Integra has been reviewed and approved by
E. Max Baker Ph.D. (F.AusIMM), Integra's Chief Geologist of
Post Falls, Idaho, a "qualified
person" as defined in National Instrument 43-101 –
Standards of Disclosure for Mineral Projects ("NI
43-101").
About Integra Resources
Integra Resources Corp. is one of the largest precious metals
exploration and development companies in the Great Basin of the
Western USA. Integra is currently
focused on advancing its three flagship oxide heap leach projects:
the past producing DeLamar Project located in southwestern
Idaho and the Wildcat and Mountain
View Projects located in western Nevada. The Company also holds a portfolio of
highly prospective early-stage exploration projects in Idaho, Nevada, and Arizona. Integra's long-term vision is to
become a leading USA focused
mid-tier gold and silver producer.
Website: www.integraresources.com
Forward looking and other
cautionary statements
Certain information set forth in this news release contains
"forward–looking statements" and "forward–looking
information" within the meaning of applicable Canadian
securities legislation and applicable United States securities laws (referred to
herein as forward–looking statements). Except for statements of
historical fact, certain information contained herein constitutes
forward–looking statements which includes, but is not limited to,
statements with respect to: the potential benefits to be derived
from the Transaction, including, but not limited to, the goals,
synergies, strategies, opportunities, profile, mineral resources
and potential production, project timelines, prospective
shareholding, integration and comparables to other transactions;
the Consolidation; the future financial or operating performance of
the Companies and the Companies' mineral properties and project
portfolios; Integra's intended use of the net proceeds from the
sale of Subscription Receipts; 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.
Forward-looking statements are often identified by the use of
words such as "may", "will", "could", "would", "anticipate",
"believe", "expect", "intend", "potential", "estimate", "budget",
"scheduled", "plans", "planned", "forecasts", "goals" and similar
expressions. Forward-looking statements are based on a number of
factors and assumptions made by management and considered
reasonable at the time such information is provided. Assumptions
and factors include: the integration of the Companies, and
realization of benefits therefrom; the Companies' ability to
complete its planned exploration programs; the Consolidation; the
absence of adverse conditions at mineral properties; no unforeseen
operational delays; no material delays in obtaining necessary
permits; the price of gold remaining at levels that render mineral
properties economic; the Companies' ability to continue raising
necessary capital to finance operations; and the ability to realize
on the mineral resource and reserve estimates. Forward–looking
statements necessarily involve known and unknown risks and
uncertainties, which may cause actual performance and financial
results in future periods to differ materially from any projections
of future performance or results expressed or implied by such
forward–looking statements. These risks and uncertainties include,
but are not limited to: integration risks; general business,
economic and competitive uncertainties; the actual results of
current and future exploration activities; conclusions of economic
evaluations; meeting various expected cost estimates; benefits of
certain technology usage; changes in project parameters and/or
economic assessments as plans continue to be refined; future prices
of metals; possible variations of mineral grade or recovery rates;
the risk that actual costs may exceed estimated costs; geological,
mining and exploration technical problems; failure of plant,
equipment or processes to operate as anticipated; accidents, labour
disputes and other risks of the mining industry; delays in
obtaining governmental approvals or financing; the speculative
nature of mineral exploration and development (including the risks
of obtaining necessary licenses, permits and approvals from
government authorities); title to properties; the impact of
COVID-19 on the timing of exploration and development work and
management's ability to anticipate and manage the foregoing factors
and risks. Although the Companies have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in the
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. Readers are advised to study and consider risk factors
disclosed in Integra's annual report on Form 20-F dated
March 17, 2023 for the fiscal year
ended December 31, 2022, and
Millennial's management's discussion and analysis dated
April 28, 2023 for the fiscal year
ended December 31, 2022.
There can be no assurance that forward–looking statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. The
Companies undertake no obligation to update forward–looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
forward-looking statements contained herein are presented for the
purposes of assisting investors in understanding the Companies'
plans, objectives and goals, including with respect to the
Transaction, and may not be appropriate for other purposes.
Forward-looking statements are not guarantees of future performance
and the reader is cautioned not to place undue reliance on
forward–looking statements. This news release also contains or
references certain market, industry and peer group data, which is
based upon information from independent industry publications,
market research, analyst reports, surveys, continuous disclosure
filings and other publicly available sources. Although the
Companies believe these sources to be generally reliable, such
information is subject to interpretation and cannot be verified
with complete certainty due to limits on the availability and
reliability of raw data, the voluntary nature of the data gathering
process and other inherent limitations and uncertainties. The
Companies have not independently verified any of the data from
third party sources referred to in this news release and
accordingly, the accuracy and completeness of such data is not
guaranteed.
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 policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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SOURCE Integra Resources Corp.