Integra Resources Corp 6-K, filed Mar 28, 2025
Integra Resources Corp. (ITRG)
About this 6-K
Integra Resources Corp filed this 6-K on March 28, 2025.
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 March 2025.
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: March 28, 2025 | Andree St-Germain |
| Chief Financial Officer |
INDEX TO EXHIBITS
| 99.1 | News Release dated March 28, 2025 |
| 99.2 | Notice of Change of Auditor |
| 99.3 | Letter from MNP LLP |
| 99.4 | Letter from BDO Canada LLP |
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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 |
| March 28, 2025 | www.integraresources.com |
INTEGRA ANNOUNCES THE APPOINTMENT OF SEAN DEISSNER AS VICE PRESIDENT FINANCE, FURTHER BOLSTERING EXECUTIVE LEADERSHIP TEAM TO SUPPORT GROWTH STRATEGY
Vancouver, British Columbia - Integra Resources Corp. ("Integra" or the "Company") (TSXV: ITR; NYSE American: ITRG) is pleased to announce that Sean Deissner has been appointed to the position of Vice President Finance. Mr. Deissner will report directly to Integra's Chief Financial Officer, Andrée St-Germain. The addition of Mr. Deissner comes at a crucial time for Integra as the Company accelerates its transformation into a growth-focused precious metals producer in the Great Basin of the United States.
Mr. Deissner is a Chartered Professional Accountant with over 15 years of experience in the mining industry, specializing in financial reporting, corporate finance, and strategic leadership. He has held progressively senior finance roles at numerous publicly traded mining companies. Prior to joining Integra, Mr. Deissner served as a key member of the executive team at SilverCrest Metals Inc., where he led the transformation of the financial reporting function and directed the company's tax strategy and compliance initiatives, contributing to its successful acquisition for $1.7 billion by Coeur Mining Inc. in early 2025. Prior to that, Mr. Deissner spent more than seven years at Pan American Silver Corp., advancing through various finance roles to become Senior Director of Financial Reporting. In this role, he led the financial reporting team, implemented robust reporting systems, and helped guide the company's strategic financial initiatives. Mr. Deissner worked for BDO Canada LLP earlier in his career and holds a Bachelor of Commerce degree in Entrepreneurial Management from Royal Roads University.
Andrée St-Germain, Chief Financial Officer of Integra commented: "We are thrilled to welcome Sean to the Integra team. Sean's extensive experience in financial reporting and corporate finance will be a significant addition to our finance and accounting team. As a new precious metals producer in the U.S., we are grateful to be able to attract talented individuals such as Sean to help us execute and continue to grow the Company."
In connection with the appointment of three new executives at Integra in February and March, the Company announces that on March 27, 2025 the Company granted a total of 292,066 options and 276,702 restricted share units (together, the "Equity Incentive Awards") to these new executives. The Equity Incentive Awards have been granted pursuant to the Company's Amended and Restated Equity Incentive Plan and are subject to vesting provisions. The options granted have an exercise price of C$1.91 per share and will expire 5 years from the date of grant.
About Integra Resources
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.
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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
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 anticipated benefits of the appointment of the Vice President Finance; the future financial or operating performance of the Company and the Company's mineral properties and project portfolio; 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 Company' 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 and 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. Readers are advised to study and consider risk factors disclosed in Integra's Annual Information Form dated March 26, 2025 for the fiscal year ended December 31, 2024, which is available on the SEDAR+ issuer profile for the Company at www.sedarplus.ca and available as Exhibit 99.1 to Integra's Form 40-F, which is available on the EDGAR profile for the Company at www.sec.gov.
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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
NOTICE OF CHANGE OF AUDITOR
| TO: | Alberta Securities Commission; British Columbia Securities Commission; Manitoba Securities Commission; Financial and Consumer Services Commission (New Brunswick); Office of the Superintendent of Securities Services Newfoundland and Labrador; Office of the Superintendent of Securities (Northwest Territories); Nova Scotia Securities Commission; Office of the Superintendent of Securities Nunavut; Ontario Securities Commission; Financial and Consumer Services Division (Prince Edward Island); Autorité des marchés financiers (Quebec); Financial and Consumer Affairs Authority of Saskatchewan; and Office of the Yukon Superintendent of Securities |
| AND TO: | MNP LLP BDO Canada LLP |
Integra Resources Corp. (the "Company") is issuing this notice pursuant to section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") of the change of its auditor from MNP LLP (the "Former Auditors") to BDO Canada LLP (the "Successor Auditors"). In accordance with NI 51-102, the Company hereby gives notice as follows:
1. On March 27th, 2025 (the "Effective Date"), at the request of the Company, the Former Auditors resigned as auditor of the Company.
2. On the Effective Date, the Company appointed the Successors Auditors to fill the vacancy created by the resignation of the Former Auditors, and to hold such position until the close of the next annual meeting of shareholders of the Company.
3. The Company's audit committee and board of directors considered and approved the resignation of the Former Auditor and the appointment of the Successor Auditor as of the Effective Date.
4. None of the reports of the Former Auditors on any of the Company's financial statements relating to the "relevant period" (as such term is defined in section 4.11(1) of NI 51-102) expressed a modified opinion.
5. In the opinion of the Company, there have been no "reportable events" (as such term is defined in section 4.11(1) of NI 51-102) between the Company and the Former Auditor.
Dated this 27th day of March 2025.
INTEGRA RESOURCES CORP.
(signed) "Andree St-Germain"
Andree St-Germain
Chief Financial Officer
Integra Resources Corp.
| March 27, 2025 |  |
TO: Alberta Securities Commission;
British Columbia Securities Commission;
The Manitoba Securities Commission;
Financial and Consumer Services Commission (New Brunswick);
Office of the Superintendent of Securities, Government of Newfoundland and Labrador;
Office of the Superintendent of Securities (Northwest Territories);
Nova Scotia Securities Commission;
Office of the Superintendent of Securities, Nunavut;
Ontario Securities Commission;
Financial and Consumer Services Division (Prince Edward Island);
Autorité des marchés financiers (Québec);
Financial and Consumer Affairs Authority of Saskatchewan; and
Office of the Yukon Superintendent of Securities
Dear Sirs/Madams:
Re: Integra Resources Corp. (the "Company")
Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of the Company dated March 27, 2025 ("the Notice") and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to BDO Canada LLP.
Yours very truly,
Chartered Professional Accountants
 |
Tel: (604) 688-5421 | BDO Canada LLP |
| Fax: (604) 688-5132 | Royal Centre, 1055 West Georgia Street | |
| www.bdo.ca | Unit 1100, P.O. Box 11101 | |
| Vancouver, British Columbia | ||
| V6E 3P3 |
March 27, 2025
Alberta Securities Commission
British Columbia Securities Commission
The Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities, Government of Newfoundland and Labrador
Office of the Superintendent of Securities (Northwest Territories)
Nova Scotia Securities Commission
Nunavut Securities Office
Ontario Securities Commission
PEI Office of the Superintendent of Securities Office (Prince Edward Island)
Autorité des marchés financiers (Quebec)
Financial and Consumer Affairs Authority of Saskatchewan
Office of the Yukon Superintendent of Securities
The TSX Venture Exchange
Dear Sirs/Mesdames:
Re: Integra Resources Corp. (the "Company")
As required under section 4.11 of National Instrument 51-102, we have read the Company's Change of Auditor Notice dated March 27, 2025 ("the Notice").
We confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours very truly,
Chartered Professional Accountants
BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.