Vancouver, British Columbia--(Newsfile Corp. - March 16, 2023) - Beedie Investments Limited (the "Beedie") has acquired ownership of 3,375,000 subscription receipts ("Subscription Receipts") of Integra Resources Corp. (the "Company"), at a price of $0.70 per Subscription Receipt for aggregate consideration of $2,362,500 pursuant to the Company's bought deal private placement of 35,000,000 Subscription Receipts (the "Offering").
The gross proceeds from the 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 business combination transaction (the "Transaction") involving the Company and Millennial Precious Metals Corp. ("Millennial"), 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 the Company (the "Common Shares") subject to adjustments and in accordance with the terms and conditions of a subscription receipt agreement entered into amongst the Company and the Subscription Receipt Agent. 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.
Immediately prior to the completion of the Offering and assuming conversion in full of the initial advance under the credit agreement dated July 28, 2022 between Beedie and the Company, as amended on February 26, 2023 (the "Credit Agreement"), into Common Shares in accordance with the terms of the Credit Agreement at Cdn$0.945 per Common Share and using the Bank of Canada's Canadian dollar / U.S. dollar daily average exchange rate on February 24, 2023 of Cdn$1.3622/ US$1.00, Beedie, directly or indirectly, would own or control a total of 20,484,019 Common Shares, representing approximately 21.75% of the issued and outstanding Common Shares on a partially diluted basis.
Immediately following the completion of the Offering and assuming conversion in full of the Subscription Receipts and the initial advance under the Credit Agreement into Common Shares, Beedie, directly or indirectly, would own or control a total of 23,859,019 Common Shares, representing approximately 24.46% of the issued and outstanding Common Shares on a partially diluted basis. Assuming conversion in full of the entire loan facility available under the Credit Agreement into Common Shares in accordance with the terms of the Credit Agreement (assuming that all subsequent advances under the Credit Agreement are converted into Common Shares at a conversion price of $0.828 per share, representing a 20% premium above $0.69 per share, being the closing price of the Common Shares on the TSX Venture Exchange as of March 15, 2023, and using the Bank of Canada's Canadian dollar / U.S. dollar daily average exchange rate on March 15, 2023 of Cdn$1.3778/ US$1.00), the Acquiror, directly or indirectly, would own or control a total of 40,499,115 Common Shares, representing approximately 35.46% of the issued and outstanding Common Shares on a partially diluted basis. The actual number of Common Shares issuable pursuant to the conversion of any subsequent advances under the Credit Agreement will depend upon the 30-day VWAP of the Common Shares on the TSX Venture Exchange and the Canadian dollar / U.S. dollar exchange rate applicable at the time.
All of the securities held by Beedie in Integra, including the Common Shares, the Subscription Receipts and the Credit Agreement, are being held for investment purposes. Beedie may in the future take such actions in respect of its Integra securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of Integra through open market purchases or privately negotiated transactions, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to hold its current positions.
A copy of the early warning report relating to the Credit Agreement will be available under Integra's profile on SEDAR at www.sedar.com, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie's head office is located at 3030 Gilmore Diversion, Burnaby, British Columbia, V5G 3B4.
Neither 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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