Integra Resources Corp 6-K, filed Jun 21, 2024
Integra Resources Corp. (ITRG)
About this 6-K
Integra Resources Corp filed this 6-K on June 21, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024.
Commission File Number 001-39372
INTEGRA RESOURCES CORP.
(Exact Name of Registrant as Specified in Charter)
1050-400 Burrard Street
Vancouver, British Columbia V6C 3A6
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Integra Resources Corp. | |
| /s/ Andree St-Germain | |
| Date: June 21, 2024 | Andree St-Germain Chief Financial Officer |
INDEX TO EXHIBITS
| 99.1 | News Release dated June 21, 2024 |
| 99.2 | Report of Voting Results |
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1050 - 400 Burrard Street Vancouver, British Columbia, Canada V6C 3A6 Email: ir@integraresources.com |
| FOR IMMEDIATE RELEASE | TSXV:ITR ; NYSE American: ITRG |
| June 21, 2024 | www.integraresources.com |
INTEGRA REPORTS VOTING RESULTS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Vancouver, British Columbia - Integra Resources Corp. ("Integra" or the "Company") (TSXV: ITR; NYSE American: ITRG) is pleased to report the voting results from its Annual General Meeting of Shareholders held on June 21, 2024 (the "AGM"). A total of 41,654,580 common shares have been voted, representing 47.09% of the Company's outstanding shares. The matters voted as part of the AGM are described below.
Integra will be hosting a webinar on Tuesday, June 25, 2024 at 10:00am PDT / 1:00pm EDT to provide a mid-year update on the Company's activities. The webinar will feature a presentation by Integra's President, CEO & Director, Jason Kosec, following by a live Q&A session. Participants can register using the following link: https://us02web.zoom.us/webinar/register/WN_zRps5c0ESPGJME0u_nAmVw
AGM Voting Results
1. Number of Directors: Setting the number of directors at nine was approved.
| For % | Against % | |
| To Set the Number of Directors at Nine | 99.89% |
0.11% |
2. Election of Directors: The following individuals were elected as directors for the ensuing year: George Salamis, Jason Kosec, Stephen de Jong, Timo Jauristo, Anna Ladd-Kruger, C.L. "Butch" Otter, Carolyn Clark Loder, Sara Heston, and Eric Tremblay. The following is a summary of the voting results for the Company's nine directors:
|
Nominees |
For % |
Withheld % |
|
George Salamis |
99.88% |
0.12% |
|
Jason Kosec |
99.89% |
0.11% |
|
Stephen de Jong |
99.90% |
0.10% |
|
Timo Jauristo |
99.90% |
0.10% |
|
Anna Ladd-Kruger |
99.90% |
0.10% |
|
C.L. "Butch" Otter |
99.90% |
0.10% |
|
Carolyn Clark Loder |
99.90% |
0.10% |
|
Sara Heston |
99.90% |
0.10% |
|
Eric Tremblay |
99.90% |
0.10% |
3. Appointment of MNP LLP as Auditors of the Company: MNP LLP, Chartered Professional Accountants, were appointed as auditors of the Company at a remuneration to be fixed by the directors.
|
|
For % |
Withheld % |
|
Appointment of MNP LLP as Auditors of the Company |
99.99% |
0.01% |
4. Approval of the Amended and Restated Equity Incentive Plan: The Company's Amended and Restated Equity Incentive Plan (the "Amended Plan") was approved by disinterested shareholders.
|
|
For % |
Against % |
|
Approval of the Amended and Restated Equity Incentive Plan |
99.78% |
0.22% |
The Amended Plan is a "rolling" plan, pursuant to which the aggregate number of common shares to be issued under the plan shall not exceed 10% of the Company's issued and outstanding common shares. The Amended Plan increases the number of restricted share units reserved for issuance to 4,000,000 and the number of deferred share units reserved for issuance to 3,000,000. Please see the Company's Management Information Circular dated May 2, 2024 for further information on the Company's Amended Plan.
Upcoming Investor Webinar
Integra will participate in a webinar hosted by Adelaide Capital at 10:00am PDT / 1:00pm EDT on Tuesday, June 25th. The webinar will feature a presentation from Integra's President, CEO & Director Jason Kosec, followed by a live Q&A session. Participants can register using the following link: https://us02web.zoom.us/webinar/register/WN_zRps5c0ESPGJME0u_nAmVw
There will be a livestream of the webinar on Adelaide Capital's YouTube channel where a replay will be posted afterwards: https://www.youtube.com/channel/UC7Jpt_DWjF1qSCzfKlpLMWw
About Integra Resources
Integra 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 two flagship oxide heap leach projects: the past producing DeLamar Project located in southwestern Idaho and the Nevada North Project, comprised of the Wildcat and Mountain View deposits, located in northwestern 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.
ON BEHALF OF THE BOARD OF DIRECTORS
Jason Kosec
President, CEO and Director
CONTACT INFORMATION
Corporate Inquiries: ir@integraresources.com
Company website: www.integraresources.com
Office phone: 1 (604) 416-0576
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 future financial or operating performance of the Company and the Company's mineral properties and project portfolio; magnitude or quality of mineral deposits; the anticipated advancement of the Company's mineral properties and project portfolios; 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 Company's ability to complete its planned exploration programs; 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 Company's 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 result 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; 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 28, 2024 for the fiscal year ended December 31, 2023.
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 Company undertakes 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 Company's plans, objectives and goals, 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.
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.
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REPORT ON VOTING RESULTS
(Pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations)
In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following is the Report on Voting Results of the Annual General Meeting of Shareholders of Integra Resources Corp (the "Company") held on June 21, 2024.
1. Number of Directors
The number of directors for the ensuing year was set at seven (9), with the following results:
| For | Against | Outcome of Vote | |
| To Set the Number of Directors at 9 |
41,607,569 99.89% |
47,011 0.11% |
Carried |
2. Election of Directors
The following individuals were elected as directors of the Company to hold office until the conclusion of the Company's next annual general meeting, unless that person ceases to be a director before then, with the following results:
| Nominees | For | Withheld | Outcome of Vote |
| George Salamis | 41,603,829 99.88% |
50,750 0.12% |
Elected |
| Jason Kosec | 41,609,536 99.89% |
45,044 0.11% |
Elected |
| Stephen de Jong | 41,613,037 99.90% |
41,542 0.10% |
Elected |
| Timo Jauristo | 41,612,447 99.90% |
42,132 0.10% |
Elected |
| Anna Ladd-Kruger | 41,612,937 99.90% |
41,642 0.10% |
Elected |
| C.L. "Butch" Otter | 41,610,653 99.90% |
43,927 0.10% |
Elected |
| Carolyn Clark Loder | 41,611,247 99.90% |
43,332 0.10% |
Elected |
| Sara Heston | 41,612,063 99.90% |
42,516 0.10% |
Elected |
| Eric Tremblay | 41,612,416 99.90% |
42,164 0.10% |
Elected |
3. Appointment of Auditor
MNP LLP, was appointed as auditors of the Company to hold office until the close of the next annual general meeting of shareholders or until its successor is appointed, at such remuneration as may be fixed by the directors, with the following results:
| For | Withheld | Outcome of Vote | |
| Appointment of MNP LLP as Auditors of the Company |
41,638,561 99.99% |
4,314 0.01% |
Carried |
4. Approval of the Amended and Restated Equity Incentive Plan
The Company's Amended and Restated Equity Incentive Plan was approved by disinterested shareholders, with the following results:
| For | Against | Outcome of Vote | |
| Approval of the Amended and Restated Equity Incentive Plan |
39,396,748 99.78% |
88,446 0.22% |
Carried |
DATED at Vancouver, British Columbia, this 21st day of June 2024.
INTEGRA RESOURCES CORP
| Per: | /s/ Andree St-Germain | |
| Andree St-Germain | ||
| Chief Executive Officer |