Integra Resources Corp 6-K, filed Jun 30, 2025
Integra Resources Corp. (ITRG)
About this 6-K
Integra Resources Corp filed this 6-K on June 30, 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 June 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: June 27, 2025 | Andree St-Germain Chief Financial Officer |
INDEX TO EXHIBITS
| 99.1 | News Release dated June 27, 2025 |
| 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 27, 2025 | 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 27, 2025 (the "AGM"). A total of 96,983,535 shares have been voted, representing 57.39% of the Company's outstanding shares. The matters voted as part of the AGM are described below.
AGM Voting Results
1. Number of Directors: Setting the number of directors at eight was approved.
| For % | Against % | |
| To Set the Number of Directors at Eight | 99.79% | 0.21% |
2. Election of Directors: The following individuals were elected as directors for the ensuing year: Anna Ladd-Kruger, George Salamis, Timo Jauristo, C.L. "Butch" Otter, Carolyn Clark Loder, Eric Tremblay, Ian Atkinson, and Janet Yang. The following is a summary of the voting results for the Company's eight directors:
| Nominees | For % | Withheld % |
| Anna Ladd-Kruger | 99.60% | 0.40% |
| George Salamis | 98.80% | 1.20% |
| Timo Jauristo | 99.22% | 0.78% |
| C.L "Butch" Otter | 99.56% | 0.44% |
| Carolyn Clark Loder | 99.26% | 0.74% |
| Eric Tremblay | 99.55% | 0.45% |
| Ian Atkinson | 99.55% | 0.45% |
| Janet Yang | 99.87% | 0.13% |
3. Appointment of BDO Canada LLP as Auditors of the Company: BDO Canada LLP, were appointed as auditors of the Company at a remuneration to be fixed by the directors.
| For % | Withheld % | |
| Appointment of BDO LLP as Auditors of the Company | 99.88% | 0.12% |
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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 | 99.17% | 0.83% |
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 incentive stock options reserved for issuance to 5,000,000, the number of restricted share units reserved for issuance to 7,000,000 and the number of deferred share units reserved for issuance to 4,000,000. Please see the Company's Management Information Circular dated May 14, 2025 for further information on the Company's Amended Plan.
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.
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 Company's future operational and financial performance; plans and expectations for the Florida Canyon Mine; advancement and development of the DeLamar and Nevada North Projects; potential future resource or reserve estimates; anticipated project economics; and strategic objectives, including capital allocation and M&A activities.
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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 results 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.
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 27, 2025.
1. Number of Directors
The number of directors for the ensuing year was set at eight (8), with the following results:
| For | Against | Outcome of Vote | |
| To Set the Number of Directors at 8 | 96,782,175 99.79% |
201,327 0.21% |
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 |
| Anna Ladd-Kruger | 87,366,711 99.60% |
349,777 0.40% |
Elected |
| George Salamis | 86,670,051 98.80% |
1,049,730 1.20% |
Elected |
| Timo Jauristo | 87,030,744 99.22% |
689,037 0.78% |
Elected |
| C.L. "Butch" Otter | 87,334,026 99.56% |
385,755 0.44% |
Elected |
| Carolyn Clark Loder | 87,066,321 99.26% |
653,460 0.74% |
Elected |
| Eric Tremblay | 87,324,240 99.55% |
395,541 0.45% |
Elected |
| Ian Atkinson | 87,326,229 99.55% |
393,552 0.45% |
Elected |
| Janet Yang | 87,602,819 99.87% |
116,962 0.13% |
Elected |
3. Appointment of Auditor
BDO Canada 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 BDO Canada LLP as Auditors of the Company | 96,868,840 99.88% |
114,661 0.12% |
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 | 85,116,571 99.17% |
714,681 0.83% |
Carried |
DATED at Vancouver, British Columbia, this 27th day of June 2025.
INTEGRA RESOURCES CORP
| Per: | /s/ Andree St-Germain | |
| Andree St-Germain | ||
| Chief Executive Officer |