Integra Resources Corp 6-K, filed Feb 5, 2026
Integra Resources Corp. (ITRG)
About this 6-K
Integra Resources Corp filed this 6-K on February 5, 2026.
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 February, 2026.
Commission File Number 001-39372
Integra Resources Corp.
(Translation of registrant's name into English)
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 ☒
INCORPORATION BY REFERENCE
Exhibits 99.2 through 99.9 to this Form 6-K of Integra Resources Corp. (the "Company") are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 (File No. 333-276530) of the Company, as amended or supplemented.
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. | |
| Date: February 4, 2026 | By: /s/ Andree St-Germain Name: Andree St-Germain Title: Chief Financial Officer |
EXHIBIT INDEX
 |
1050 - 400 Burrard Street Vancouver, British Columbia, Canada V6C 3A6 Email: ir@integraresources.com |
| FOR IMMEDIATE RELEASE | TSXV: ITR; NYSE American: ITRG |
| February 4, 2026 | www.integraresources.com |
INTEGRA ANNOUNCES US$55 MILLION BOUGHT DEAL FINANCING
The Base Shelf Prospectus is accessible, and the Prospectus Supplement will be accessible within two
business days, through SEDAR+.
Vancouver, British Columbia - Integra Resources Corp. ("Integra" or the "Company") (TSXV: ITR; NYSE American: ITRG) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. as co-lead underwriters and joint bookrunners on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis, 16,180,000 common shares of the Company (the "Common Shares") at a price of US$3.40 per Common Share (the "Issue Price") for gross proceeds of US$55,012,000 (the "Offering").
The Company has granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 12% or 1,941,600 additional Common Shares at the Issue Price. The Over- Allotment Option will be exercisable in whole or in part at any time for a period until the closing date.
The Company intends to use the net proceeds to fund pre-production capital expenditures at the DeLamar Project, including procurement work, early works and land purchase.
The Offering is expected to close on or about February 9, 2026, subject to customary closing conditions, including receipt of all necessary approvals, including the approvals of the TSX Venture Exchange and NYSE American.
In connection with the Offering, the Company has filed a preliminary prospectus supplement (the “Preliminary Supplement”) and will file a final prospectus supplement (the “Final Supplement” and, together with the Preliminary Supplement, the “Prospectus Supplements”) to its short form base shelf prospectus dated January 16, 2024 filed in Canada (the “Base Shelf Prospectus”) and the Company’s United States registration statement on Form F-10 (File No. 333-276530) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended, pursuant to the Multi-Jurisdictional Disclosure System adopted by the United States and Canada. The Prospectus Supplements, the Base Shelf Prospectus and the Registration Statement contain important information about the Company and the Offering. Prospective investors should read the Prospectus Supplements, the Base Shelf Prospectus, the Registration Statement and the documents incorporated by reference therein before making an investment decision. Access to the Prospectus Supplements, the Base Shelf Prospectus and any amendments thereto will be provided in Canada in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to such documents. The Base Shelf Prospectus and Preliminary Supplement are, and the Final Supplement will be (within two business days from the date hereof), accessible on SEDAR+ at www.sedarplus.ca. The Preliminary Supplement has been, and the Final Supplement will be, filed in the United States (together with the Registration Statement) and made available on the SEC’s website at www.sec.gov. An electronic copy or paper copy of the Prospectus Supplements, the corresponding Base Shelf Prospectus, Registration Statement and any amendment to the documents may be obtained, without charge, from the Company or Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, Suite 1200, Boston, MA 02110, by telephone at (617) 371-3900 or by email at prospectus@canaccordgenuity.com, by providing the contact with an email address or physical address, as applicable. The Prospectus Supplements contain important, detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus Supplements (when filed) before making an investment decision.
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This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. The securities being offered and the contents of this press release have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Prospectus Supplements, the Base Shelf Prospectus or the Registration Statement.
About Integra
Integra is a growing precious metals producer in the Great Basin of the Western United States. Integra is focused on demonstrating profitability and operational excellence at its principal operating asset, the Florida Canyon Mine, located in Nevada. In addition, Integra is committed to advancing its flagship development-stage heap leach projects: the past producing DeLamar Project located in southwestern Idaho and the Nevada North Project located in western Nevada. Integra creates sustainable value for shareholders, stakeholders, and local communities through successful mining operations, efficient project development, disciplined capital allocation, and strategic M&A, while upholding the highest industry standards for environmental, social, and governance practices.
ON BEHALF OF THE BOARD OF DIRECTORS
George Salamis
President, CEO and Director
CONTACT INFORMATION
Corporate Inquiries: ir@integraresources.com
Company website: www.integraresources.com
Office phone: 1 (604) 416-0576
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Forward Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian and United States 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 timing and completion of the Offering and the use of the net proceeds therefrom; timing of filing of the Final Supplement; anticipated advancement of mineral properties or programs; the receipt of all necessary approvals; future operations; future growth potential of Integra; 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: inability of the Company to satisfy the conditions to closing the Offering; risks related to the speculative nature of the Company’s business; the Company’s formative stage of development; 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 Prospectus Supplements and the documents incorporated by reference in the Prospectus 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.
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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.
| INTEGRA RESOURCES CORP. US$55 MILLION BOUGHT DEAL PUBLIC OFFERING TERM SHEET |
February 4, 2026
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document. Copies of the final base shelf prospectus, and any applicable shelf prospectus supplement, may be obtained on SEDAR+ at www.sedarplus.ca. Alternatively, copies of the final short form base shelf prospectus and any applicable shelf prospectus supplement may be obtained in Canada from Canaccord Genuity Corp., 40 Temperance Street, Suite 2100, Toronto, ON M5H 0B4, or by ecm@cgf.com, and in the United States from Canaccord Genuity LLC, 99 High Street, Suite 1200, Boston, Massachusetts 02110, Attn: Syndicate Department, by telephone at (617) 371-3900, or by email at prospectus@canaccordgenuity.com.
A registration statement on Form F-10 (File No. 333-276530) (the “Registration Statement”) (including a prospectus and a prospectus supplement) relating to the securities has been filed with the United States Securities and Exchange Commission (the “SEC”). The Common Shares will be offered by way of a prospectus supplement to the Registration Statement. You may obtain these documents for free by visiting the Company’s EDGAR profile on the SEC’s website at www.sec.gov.
This document does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.
All amounts in US$ unless otherwise stated.
| Issuer: | Integra Resources Corp. (the "Company"). |
| Underwritten Offering: | 16,180,000 common shares of the Company (the "Common Shares"). |
| Offering Price: | $3.40 per Common Share (the "Offering Price"). |
| Gross Proceeds: | $55,012,000 ($61,613,440 upon exercise in full of the Over-Allotment Option as defined below). |
| Over-Allotment Option: | The Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 1,941,600 Common Shares at $3.40 per Common Share, exercisable in whole or in part at any time, up to and including the Closing Date (as defined below) (the Over-Allotment Option together with the Underwritten Offering shall be collectively referred to as the “Offering”). |
| Use of Proceeds: | The net proceeds of the Offering will be used to fund pre-production capital expenditures at the DeLamar Project, including procurement work and early works and land purchase. |
| Form of Offering: | "Bought-deal" public offering by way of a prospectus supplement to the Company's short form base shelf prospectus dated January 16, 2024, to be filed in all of the provinces and territories of Canada (other than Quebec) and in the United States pursuant to the multi-jurisdictional disclosure system. |
| Underwriting Agreement: | The Company and the Underwriters will enter into a definitive underwriting agreement which agreement will contain "material change out", "disaster and regulatory out", and "breach out" clauses running to the closing of the Offering. |
| Listing: | The common shares of the Company are listed on the TSX Venture Exchange (the "TSXV") under the symbol "ITR" and on the NYSE American under the symbol "ITRG". An application has been or will be made to list the Common Shares on the TSXV and NYSE American. |
| Eligibility: | The Common Shares shall be eligible for RRSPs, RRIFs, RDSPs, TFSAs, FHSAs and DPSPs. |
| Joint Bookrunners: | Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. |
| Underwriters' Commission: | 5.0% of the gross proceeds of the Offering, other than in respect of sales to subscribers on a president’s list (maximum of US$2,000,000) for which a commission of 2.5% shall be paid. |
| Closing Date: | February 9, 2026 or such other date as Canaccord Genuity and the Company may agree, but in any event no later than February 16, 2026 (the "Closing Date"). |
February 4, 2026
By EDGAR
Integra Resources Corp.
Suite 1050 - 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
Dear Sirs/Mesdames:
Integra Resources Corp. Prospectus Supplement dated February 4, 2026 to the Short Form Base Shelf Prospectus dated January 16, 2024
We hereby consent to references to our firm name on page iii and under the headings "Enforceability of Certain Civil Liabilities", "Documents Filed as Part of the Registration Statement" and "Legal Matters" in this prospectus supplement, which forms part of the registration statement on Form F-10 filed by Integra Resources Corp. with the United States Securities and Exchange Commission and to the reference to our advice under the heading "Enforceability of Certain Civil Liabilities".
Yours truly,
"CASSELS BROCK & BLACKWELL LLP"
| t: 604 691 6100 | Cassels Brock & Blackwell LLP |
| f: 604 691 6120 | Suite 2200, HSBC Building, 885 West Georgia Street |
| cassels.com | Vancouver, BC V6C 3E8 Canada |
CONSENT OF EXPERT
February 4, 2026
Integra Resources Corp.
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Integra Resources Corp.
I, Barry Carlson, do hereby consent to:
(1) the inclusion of the scientific and technical information derived from the technical report entitled "Feasibility Study and Technical Report on the DeLamar Project, Owyhee County, Idaho, USA" dated February 2, 2026, with an effective date of December 8, 2025 in the Company's Prospectus Supplement dated February 4, 2026 (the "Prospectus Supplement"), which forms part of the registration statement on Form F-10 (File No. 333-276530) (the "Form F-10") filed by Integra Resources Corp. with the United States Securities and Exchange Commission (the "SEC"); and
(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent into, and the use of my name in, the Form F-10, and any amendments thereto, filed with the SEC.
| /s/ Barry Carlson | |
| Barry Carlson, P.E., P.Eng., SME-RM |
CONSENT OF EXPERT
February 4, 2026
Integra Resources Corp.
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Integra Resources Corp.
I, Deepak Malhotra, do hereby consent to:
(1) the inclusion of the scientific and technical information derived from the technical report entitled "Feasibility Study and Technical Report on the DeLamar Project, Owyhee County, Idaho, USA" dated February 2, 2026, with an effective date of December 8, 2025 in the Company's Prospectus Supplement dated February 4, 2026 (the "Prospectus Supplement"), which forms part of the registration statement on Form F-10 (File No. 333-276530) (the "Form F-10") filed by Integra Resources Corp. with the United States Securities and Exchange Commission (the "SEC"); and
(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent into, and the use of my name in, the Form F-10, and any amendments thereto, filed with the SEC.
| /s/ Deepak Malhotra | |
| Deepak Malhotra, Ph.D., SME-RM |
CONSENT OF EXPERT
February 4, 2026
Integra Resources Corp.
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Integra Resources Corp.
I, Jeffrey Bickel, do hereby consent to:
(1) the inclusion of the scientific and technical information derived from the technical report entitled "Feasibility Study and Technical Report on the DeLamar Project, Owyhee County, Idaho, USA" dated February 2, 2026, with an effective date of December 8, 2025 in the Company's Prospectus Supplement dated February 4, 2026 (the "Prospectus Supplement"), which forms part of the registration statement on Form F-10 (File No. 333-276530) (the "Form F-10") filed by Integra Resources Corp. with the United States Securities and Exchange Commission (the "SEC"); and
(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent into, and the use of my name in, the Form F-10, and any amendments thereto, filed with the SEC.
| /s/ Jeffrey Bickel | |
| Jeffrey Bickel, C.P.G. |
CONSENT OF EXPERT
February 4, 2026
Integra Resources Corp.
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Integra Resources Corp.
I, Sterling (Keith) Watson, do hereby consent to:
(1) the inclusion of the scientific and technical information derived from the technical report entitled "Feasibility Study and Technical Report on the DeLamar Project, Owyhee County, Idaho, USA" dated February 2, 2026, with an effective date of December 8, 2025 in the Company's Prospectus Supplement dated February 4, 2026 (the "Prospectus Supplement"), which forms part of the registration statement on Form F-10 (File No. 333-276530) (the "Form F-10") filed by Integra Resources Corp. with the United States Securities and Exchange Commission (the "SEC"); and
(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent into, and the use of my name in, the Form F-10, and any amendments thereto, filed with the SEC.
| /s/ Sterling (Keith) Watson | |
| Sterling (Keith) Watson, P.Eng. |
CONSENT OF EXPERT
February 4, 2026
Integra Resources Corp.
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Integra Resources Corp.
I, Jay Nopola, do hereby consent to:
(1) the inclusion of the scientific and technical information derived from the technical report entitled "Feasibility Study and Technical Report on the DeLamar Project, Owyhee County, Idaho, USA" dated February 2, 2026, with an effective date of December 8, 2025 in the Company's Prospectus Supplement dated February 4, 2026 (the "Prospectus Supplement"), which forms part of the registration statement on Form F-10 (File No. 333-276530) (the "Form F-10") filed by Integra Resources Corp. with the United States Securities and Exchange Commission (the "SEC"); and
(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent into, and the use of my name in, the Form F-10, and any amendments thereto, filed with the SEC.
| /s/ Jay Nopola | |
| Jay Nopola, P.E., P.Eng., CPG |
CONSENT OF EXPERT
February 4, 2026
Integra Resources Corp.
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Integra Resources Corp.
I, James Frost, do hereby consent to:
(1) the use of my name in connection with the preparation and review of the scientific and technical information included in the Company's Prospectus Supplement dated February 4, 2026 (the "Prospectus Supplement"), which forms part of the registration statement on Form F-10 (File No. 333-276530) (the "Form F-10") filed by Integra Resources Corp. with the United States Securities and Exchange Commission (the "SEC"); and
(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent into, and the use of my name in, the Form F-10, and any amendments thereto, filed with the SEC.
| /s/ James Frost | |
| James Frost, P.Eng. |