Integra Resources Corp 6-K, filed May 26, 2023
Integra Resources Corp. (ITRG)
About this 6-K
Integra Resources Corp filed this 6-K on May 26, 2023.
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 May 2023.
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
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Form 20-F |
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Form 40-F |
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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): ☐
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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): ☐
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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.
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Integra Resources Corp. |
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Date: May 26, 2023 |
/s/ Andree St-Germain Andree St-Germain Chief Financial Officer |
INDEX TO EXHIBITS
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1050 - 400 Burrard Street Vancouver, British Columbia, Canada V6C 3A6 Email: ir@integraresources.com |
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| FOR IMMEDIATE RELEASE | TSXV: ITR; NYSE American: ITRG |
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May 26, 2023 |
www.integraresources.com |
INTEGRA COMPLETES SHARE CONSOLIDATION
Vancouver, British Columbia - Integra Resources Corp. ("Integra" or the "Company") (TSXV: ITR; NYSE American: ITRG) is pleased to announce, further to its May 23, 2023 press release, the completion of the Company's proposed consolidation of its Common Shares on the basis of one (1) new post-consolidation Common Share for every two and a half (2.5) existing pre-consolidation Common Shares (the "Consolidation).
The Consolidation reduces the number of outstanding Common Shares from 171,943,828 to approximately 68,777,531. Proportionate adjustments have been made to the Company's outstanding stock options, restricted share units and deferred share units. No fractional Common Shares will be issued pursuant to the Consolidation and any fractional Common Shares that would have otherwise been issued will be rounded to the nearest whole Common Share.
A letter of transmittal with respect to the Consolidation will be mailed to the Company's registered shareholders. All registered shareholders will be required to send their certificate(s) or direct registration system advices ("DRS Advices") representing pre-Consolidation Common Shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, TSX Trust Company, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their Common Shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary for their post-Consolidation positions. A copy of the letter of transmittal is filed on the Company's issuer profile on SEDAR at www.sedar.com.
It is anticipated that the post-Consolidation Common Shares will commence trading on the TSX Venture Exchange (the "TSXV") and the NYSE American under its new CUSIP number 45826T509 (ISIN CA45826T5098) at market open May 26, 2023. The trading symbol for the Company's shares on the TSX-V will remain "ITR" and the trading symbol for the Company's shares on the NYSE American will remain "ITRG".
Millennial Warrants
Pursuant to the court-approved plan arrangement (the "Arrangement") in connection with the at-market merger of Integra and Millennial Precious Metals Corp. ("Millennial"), 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 common shares (each, "Millennial Share") to which such holder was theretofore entitled upon exercise of such Millennial Warrants, the kind and aggregate number of Common 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 of the Arrangement, and shall be governed by the terms of the applicable warrant instruments. Pursuant to the Consolidation, proportionate adjustments have been made to the aggregate number of Common Shares that such holder is entitled to upon exercise of such Millennial Warrants and to the exercise price of the Millennial Warrants.
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Prior to the completion of the Arrangement, 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. Pursuant to the Consolidation, the exercise price of the Listed Millennial Warrants has been adjusted from CDN$0.55 to CDN$1.375 and every one (1) Listed Millennial Warrant is now exercisable to acquire 0.092 of a Common Share.
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 is available on Millennial's and Integra's respective SEDAR profiles at www.sedar.com.
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 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.
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 potential benefits to be derived from the recently completed merger with Millennial; 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.
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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 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 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 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 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.
INTEGRA RESOURCES CORP.
LETTER OF TRANSMITTAL
FOR REGISTERED HOLDERS OF INTEGRA RESOURCES CORP.
COMMON SHARES
TO: Integra Resources Corp. ("Integra Resources")
AND TO: TSX Trust Company, at the address set out on the last page of this Letter of Transmittal
RE: The Consolidation of the Common Shares of Integra Resources
This Letter of Transmittal is for use by registered holders ("Integra Resources Shareholders") of common shares ("Common Shares") of Integra Resources in connection with the consolidation of all of the issued and outstanding Common Shares on a one (1) for two-and-one-half (2.5) basis (the "Share Consolidation"). The Share Consolidation is anticipated to be effective on or about May 26, 2023.
Shareholders of Integra Resources whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee or intermediary for their post-consolidation positions as contemplated by this Letter of Transmittal.
In order to receive post-consolidation Common Shares ("New Common Shares"), each Integra Resources Shareholder must submit this Letter of Transmittal, properly completed and duly executed, together with the certificate(s)/DRS representing its existing Common Shares ("Existing Shares") and all other required documents, to TSX Trust Company (the "Transfer Agent"), at the address set forth on the last page of this Letter of Transmittal. It is the responsibility of each Integra Resources Shareholder to ensure that this Letter of Transmittal and any certificate(s)/DRS representing the Existing Shares are received by the Transfer Agent.
Integra Resources Shareholders who have properly completed, duly executed and delivered this Letter of Transmittal and all other required documents will receive, in exchange for every two-and-one-half (2.5) of their Existing Shares, one (1) New Common Share. No fractional shares will be issued as a result of the Share Consolidation, and any fraction will be rounded to the nearest whole number. After the exchange, the Integra Resources Shareholder set forth below will have no further interest with respect to any fractional Existing Share.
The undersigned Integra Resources Shareholder hereby irrevocably deposits with the Transfer Agent the certificate(s)/DRS for Existing Shares, details of which are as set forth below.
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Name(s) of Registered Holder(s) |
Certificate/DRS Number(s) (in the case of DRS, please |
Number of Existing Shares |
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Note: If space is insufficient, please attach a separate schedule to this Letter of Transmittal.
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The undersigned Integra Resources Shareholder hereby covenants, represents and warrants that:
(i) the undersigned has full power and authority to deposit, sell, assign and transfer the Existing Shares being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such deposited Existing Shares, or any interest therein, to any other person;
(ii) the undersigned, or the person on whose behalf the Existing Shares are being deposited, has good title to and is the beneficial owner of the Existing Shares being deposited, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others;
(iii) the undersigned has the full power and authority to execute and deliver this Letter of Transmittal and all information inserted into this Letter of Transmittal by the undersigned is complete and accurate;
(iv) the delivery of the Existing Shares by the undersigned under this Letter of Transmittal does not violate any laws applicable to the undersigned; and
(v) unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Transfer Agent prior to the Share Consolidation, the undersigned will not, prior to such time, transfer or permit to be transferred any of its Existing Shares.
The covenants, representations and warranties of the undersigned herein contained survive the completion of the Share Consolidation. The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Existing Shares. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Existing Shares. Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal survives the death or incapacity of the undersigned and any obligation of the undersigned hereunder is binding upon the heirs, legal representatives, successors and assigns of the undersigned.
The undersigned authorizes and directs the Transfer Agent to issue the certificate(s)/DRS representing New Common Shares to which the undersigned is entitled as indicated below and instructs the Transfer Agent to mail the certificate(s)/DRS representing New Common Shares promptly after receipt of this Letter of Transmittal, by first class insured mail, postage prepaid, to the undersigned in accordance with the instructions given below.
If the Share Consolidation is not approved or completed, the enclosed certificate(s)/DRS and all other ancillary documents will be returned forthwith to the undersigned at the address of the presenter of this Letter of Transmittal or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the share register maintained by the Transfer Agent and all covenants and representations given by the holder shall be deemed terminated.
It is understood that the undersigned will not receive the New Common Shares in respect of the Existing Shares until the Share Consolidation is approved and effected and until the certificate(s)/DRS representing the Existing Shares owned by the undersigned are received by the Transfer Agent at the office specified below, together with such additional documents as the Transfer Agent may require, and until the same are processed by the Transfer Agent. The undersigned hereby covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the deposit of the Existing Shares. The undersigned further acknowledges that the issuance of New Common Shares in respect of the Existing Shares will completely discharge any obligations of Integra Resources and the Transfer Agent with respect to the matters contemplated by this Letter of Transmittal.
By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of you shall be deemed to have required that any contract in connection with the delivery of the New Common Shares pursuant to the Share Consolidation through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'utilisation d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente letter d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.
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Please review carefully the instructions below in completing the following information (other than signatures, please print):
A. Name and Number of Certificate/DRS for New Common Shares:
The undersigned authorizes and directs the Transfer Agent to issue a certificate(s)/DRS for New Common Shares to which the undersigned is entitled as indicated below and to mail such certificate(s)/DRS to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by the Transfer Agent.
Certificate(s)/DRS representing New Common Shares are to be issued as follows:
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B. Registration Instructions |
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Issue and send New Common Share certificate(s)/DRS and enter the shares in the share register as indicated below.
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To be completed ONLY if the New Common Share certificate(s)/DRS are to be sent to someone other than the registered holder or to an address other than the address of the registered holder. |
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D. Signature Guarantee (if applicable) |
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DATED: |
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(Signature of holder or authorized representative) |
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INSTRUCTIONS:
1. Use of Letter of Transmittal
(a) In order to be eligible to receive New Common Shares, this Letter of Transmittal must be received by the Transfer Agent, together with the certificate(s)/DRS representing the Existing Shares and all other required documents, at the address set forth on the last page of this Letter of Transmittal. Do not send the certificate(s)/DRS or the Letter of Transmittal to Integra Resources.
(b) The method used to deliver this Letter of Transmittal, any accompanying certificate(s)/DRS representing Existing Shares and all other required documents is at the option and risk of the Integra Resources Shareholder, and delivery will be deemed to be effective only when such documents are actually received by the Transfer Agent. Integra Resources recommends that the necessary documentation be delivered to the Transfer Agent at the address set forth on the last page of this Letter of Transmittal by registered and insured mail, with return receipt requested. Shareholders of Integra Resources whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee or intermediary for their post-consolidation positions as contemplated by this Letter of Transmittal
2. Signatures
(a) This Letter of Transmittal must be filled in, dated and signed by the holder of the Existing Shares or by such holder's duly authorized representative in accordance with Instruction 4.
(b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s)/DRS, such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s)/DRS without any change whatsoever, and the certificate(s)/DRS need not be endorsed or accompanied by any share transfer power of attorney. If such transmitted certificate(s)/DRS is owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
(c) If no change in the name of the registered holder appearing on the Existing Share certificate(s)/DRS is desired but more than one new certificate is to be issued in that name, a holder should also fill out Box A of this Letter of Transmittal. Any holder who does not fill out Box A will receive one New Common Share certificate/DRS for each Existing Share certificate/DRS delivered herewith. No charge will be made for one new replacement certificate/DRS but where more than one certificate/DRS is requested a charge of $7.00 (plus H.S.T.) will be levied for each additional certificate/DRS.
(d) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s)/DRS, or if certificate(s)/DRS representing New Common Shares are to be issued to a person other than the registered owner(s):
(i) such deposited certificate(s)/DRS must be endorsed by the registered holder thereof or be accompanied by appropriate share transfer power(s) of attorney properly completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or power(s) of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s)/DRS and must be guaranteed as noted in Instruction 3.
3. Guarantee of Signatures
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Existing Shares, such signature must be guaranteed in Box D entitled "Signature Guarantee" by a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP) (each, an "Eligible Institution"), or in some other manner satisfactory to the Transfer Agent (except that no guarantee is required if the signature is that of an Eligible Institution). Members of STAMP, SEMP and MSP are usually members of a recognized stock exchange in Canada and in the United States, members of the National Association of Securities Dealers or banks and trust companies in the United States.
4. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal is executed by a person as an agent, executor, administrator, trustee or guardian, any person acting in a representative capacity or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of authority to act. Any of Integra Resources or the Transfer Agent in their discretion, may require additional evidence of authority or additional documentation.
5. Delivery Instructions
If Box C entitled "Delivery Instructions" is not completed, any new share certificate(s)/DRS issued in exchange for Existing Shares will be mailed to the depositing Integra Resources Shareholder at the address of the Integra Resources Shareholder as it appears in this Letter of Transmittal. If no address of the Integra Resources Shareholder is provided in this Letter of Transmittal, then it will be mailed to the address of the Integra Resources Shareholder as it appears on the share register maintained by the Transfer Agent.
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6. Miscellaneous
(a) If Existing Shares are registered in different forms (e.g., "John Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.
(b) If the space on this Letter of Transmittal is insufficient to list all certificates for Existing Shares, additional certificate numbers and numbers of shares may be included on a separate signed list affixed to this Letter of Transmittal.
(c) No alternative, conditional or contingent deposits of Existing Shares will be accepted.
(d) No alternative, conditional or contingent deposits will be accepted and no fractional New Common Shares will be issued.
(e) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
(f) Additional copies of this Letter of Transmittal may be obtained from the Transfer Agent at the address set forth on the last page of this Letter of Transmittal. The Letter of Transmittal is also available on SEDAR at www.sedar.com.
(g) Integra Resources reserves the right, if it so elects, in its absolute discretion, to instruct the Transfer Agent to waive any defect or irregularity contained in any Letter of Transmittal received by the Transfer Agent.
7. Lost Certificates
If a share certificate/DRS representing Existing Shares has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to TSX Trust Company, 100 Adelaide Street West, 3rd Floor 301, Toronto, Ontario M5H 4H1.
The Transfer Agent will respond with the replacement requirements in order for you to receive your entitlement, which may include a requirement to provide a surety bond satisfactory to Integra Resources and the Transfer Agent in such sum as Integra Resources and the Transfer Agent may direct or otherwise indemnify Integra Resources and the Transfer Agent in a manner satisfactory to Integra Resources and the Transfer Agent against any claim that may be made against Integra Resources, its affiliates and the Transfer Agent with respect to the certificate alleged to have been lost, stolen or destroyed.
8. Assistance
The Transfer Agent (see below for address and telephone number) or your broker or other financial adviser will be able to assist you in completing this Letter of Transmittal.
The Transfer Agent is: TSX Trust Company
By Regular Mail, Registered Mail, Hand or Courier
100 Adelaide Street West, 3rd Floor 301
Toronto, Ontario M5H 4H1
Attention: Corporate Actions
Toll Free: 1-866-600-5869
Facsimile: 1-416-361-0470
Email: TMXEInvestorServices@tmx.com
Any questions and requests for assistance may be directed by shareholders to the Transfer Agent at its telephone number, e-mail address or location set out above.