VANCOUVER, BC and TORONTO, Nov. 8, 2024 /PRNewswire/ – Integra Assets Corp. (“Integra” or the “Company“) (TSXV: ITR) (NYSE American: ITRG) and Florida Canyon Gold Inc. (“FCGI“) (TSXV: FCGV) are happy to announce that the trade mixture between Integra and FCGI was once finished by means of a courtroom authorized plan of association below the Canada Industry Firms Employment (the “Transaction“). The Transaction was once overwhelmingly authorized by way of shareholders of FCGI at a unique assembly hung on October 25, 2024 (the “Meeting“).

Jason Kosec, President, CEO and Director of Integra, said, “We are thrilled to announce the completion of this transformational Transaction for Integra. I would like to welcome the new team members, board members, and shareholders to Integra. The Florida Canyon Mine will play a crucial role in realizing our long-term vision of becoming a leading mid-tier precious metals producer. Today marks the beginning of a new chapter for Integra as a Great Basin focused precious metals producer with a built-in growth pipeline, peer leading resource base, bolstered balance sheet, and strong support from our key strategic shareholders, including Wheaton Precious Metals Corp., Beedie Capital, and Alamos Gold Inc.”

Underneath the phrases of the Transaction, Integra got the entire issued and remarkable ordinary stocks of FCGI (each and every, an “FCGI Share“). Former shareholders of FCGI are entitled to obtain 0.467 of a ordinary percentage of Integra (each and every entire percentage, an “Integra Share“) for each and every FCGI Percentage held instantly previous to the efficient presen of the Transaction. In mixture, 65,213,010 Integra Stocks had been issued as of late for the advantage of former FCGI shareholders as attention for his or her FCGI Stocks.

Because of the Transaction, FCGI become a wholly-owned subsidiary of Integra. The FCGI Stocks are expected to be delisted from the TSX Mission Trade (the “TSXV“) at marketplace akin on or about November 12, 2024. Following the delisting, FCGI intends to use to stop to be a reporting issuer below appropriate Canadian securities regulations.

Board of Administrators

Integra’s Board of Administrators (the “Board“) will proceed to be led by way of George Salamis, as Government Chairman, and now contains Janet Yang and Ian Atkinson, former administrators of FCGI, as untouched contributors.

Ms. Yang has over two decades of assorted enjoy in monetary control, trade management, company technique, capital markets and M&A. She these days serves as Eminent Monetary Officer for Reveam, Inc., a developer and operator of digital cold-pasteurization remedy techniques. Previous to becoming a member of Reveam, Ms. Yang held the position of Analysis Director, Power and Mining at GMT Capital Corp., and from 2018 to 2023, she was once Government Vice President and Eminent Monetary Officer of W&T Offshore, Inc., a Texas-based oil and gasoline exploration and manufacturing corporate traded at the Unused York Hold Trade. Time at W&T Offshore, Ms. Yang was once accountable for US$1.7 billion in financing transactions and performed a key position in alternative strategic tasks, together with a considerable deleveraging of the corporate and originating the corporate’s partnerships with immense, global entities akin to Baker Hughes Common Electrical and Korea Nationwide Oil Corporate. Previous in her occupation, Ms. Yang held positions in analysis and funding research at BlackGold Capital Control, funding banking at Raymond James and effort buying and selling at Allegheny Power. Ms. Yang additionally serves at the board of administrators of Saturn Oil & Gasoline Inc., and she or he prior to now served as a director for FCGI and Argonaut Gold Inc. Ms. Yang holds a Grasp of Industry Management stage from the Sales space Faculty of Industry on the College of Chicago, in addition to a Bachelor of Arts stage in Economics from Rice College.

Mr. Atkinson is a Skilled Geologist who these days serves as Director of Globex Mining Enterprises Inc. and Wolfden Assets Company and retired from the Board of Kinross Gold Corp in Might 2024. Mr. Atkinson was once prior to now Director, President, and CEO of Centerra Gold Inc. He has greater than 50 years of enjoy within the mining trade with in depth background in exploration, undertaking advancement, operations, mergers and acquisitions. Previous to his ten-year tenure at Centerra, Mr. Atkinson held numerous senior positions with Hecla Mining Corporate, Combat Mountain Gold Inc., Hemlo Gold Mines Inc., and Noranda Inc. Right through his occupation, Mr. Atkinson has contributed to the invention of a number of primary mineral deposits and been focused on various immense international mining tasks. Mr. Atkinson holds a Bachelor of Science (Geology) from King’s Faculty, College of London and a Grasp’s Level in Geophysics from the Royal Faculty of Mines, College of London.

Sara Heston and Stephen de Jong have resigned from the Board. The Corporate wish to specific its gratitude for his or her years of provider.

Subscription Receipt Financing

In reference to ultimate of the Transaction, the escrow leave statuses in admire of an mixture of 14,900,000 subscription receipts (the “Subscription Receipts“) of Integra issued on August 21, 2024 at a worth of C$1.35 in keeping with Subscription Receipt (the “Subscription Receipt Financing“) had been glad, and the online proceeds of roughly C$19.4 million had been exempted to Integra. The web proceeds are anticipated to be impaired to capitaltreasury mine optimization alternatives on the Florida Canyon Mine, for the ongoing development of the DeLamar Mission and the Nevada North Mission, and for normal company functions. Every Subscription Receipt mechanically transformed as of late into one Integra Percentage for negative supplementary attention. The Integra Stocks issued as of late upon conversion of the Subscription Receipts are topic to a statutory retain length expiring on December 22, 2024.

Credit score Facility Draw

The Corporate additionally proclaims that it has drawn a 2d walk below its as much as US$20 million convertible facility with Beedie Capital, within the most important quantity of US$5 million, with a conversion value equivalent to C$1.6875 in keeping with Integra Percentage. The selection of Integra Stocks issuable upon conversion of the most important quantity of the second one walk is 4,098,360. The proceeds from the next draw are anticipated to be impaired to finance the exploration and advancement of the Corporate’s DeLamar and Nevada North Initiatives, and for normal operating capital functions in admire of each and every of Integra’s tasks.

Knowledge for Former FCGI Shareholders

To deliver to obtain Integra Stocks in trade for FCGI Stocks, registered shareholders of FCGI should entire, signal, moment and go back the letter of transmittal that was once mailed to each and every FCGI shareholder previous to ultimate. The letter of transmittal may be to be had below FCGI’s profile on SEDAR+ at www.sedarplus.ca. For the ones shareholders of FCGI whose FCGI Stocks are registered within the identify of a dealer, funding broker, depot, accept as true with corporate, accept as true with or alternative middleman or nominee, such shareholders must touch such nominee for backup in depositing their FCGI Stocks and must apply the directions of such middleman or nominee.

Additional details about the Transaction is about forth within the control knowledge round (the “Circular“) ready by way of FCGI in admire of the Assembly which was once mailed to shareholders of FCGI and filed below FCGI’s issuer profile on SEDAR+ at www.sedarplus.ca.

Early Blackmail Disclosure

Previous to the finishing touch of the Transaction, Integra held negative FCGI Stocks. Following the finishing touch of the Transaction, Integra holds the entire issued and remarkable FCGI Stocks. An early threat record can be filed by way of Integra below FCGI’s SEDAR+ profile at www.sedarplus.ca based on appropriate securities regulations. To procure a magazine of the early threat record, please touch the Company Secretary of Integra at 604-416-0576 or [email protected]. Integra’s head place of job is situated at 1050 – 400 Burrard Side road, Vancouver, British Columbia, V6C 3A6.

Advisors and Recommend

Stifel and Trinity Advisors Company acted as monetary advisors to Integra. Cassels Brock & Blackwell LLP acted as felony recommend to Integra in reference to the Transaction.

Cormark Securities Inc. acted as monetary marketing consultant to FCGI. Bennett Jones LLP and HBH Strategic Advisors acted as felony recommend to FCGI in reference to the Transaction.

About Integra Assets

Integra is a rising treasured metals manufacturer within the Superior Basin of the Western United States. Integra is inquisitive about demonstrating profitability and operational excellence at its most important running asset, the Florida Canyon Mine, situated in Nevada. As well as, Integra is dedicated to advancing its flagship development-stage heap leach tasks: the future generating DeLamar Mission situated in southwestern Idaho and the Nevada North Mission situated in western Nevada. Integra creates sustainable price for shareholders, stakeholders, and native communities thru a success mining operations, environment friendly undertaking advancement, disciplined capital allocation, and strategic M&A, date upholding the perfect trade requirements for environmental, social, and governance practices

Ahead searching and alternative cautionary statements

Positive knowledge i’m ready forth on this information leave incorporates “forward‐looking statements” and “forward‐ looking information” inside the that means of appropriate Canadian securities law and appropriate United States securities regulations (referred to herein as ahead‐searching statements). Aside from for statements of ancient reality, positive knowledge contained herein constitutes ahead‐searching statements which incorporates, however isn’t restricted to, statements with admire to: the prospective advantages to be derived from the Transaction; the significance of proceeds from the Subscription Receipt Financing and the second one walk below the Corporate’s credit score facility; the year monetary or running efficiency of the Corporate and the Corporate’s mineral houses and undertaking portfolio; the effects from paintings carried out to moment; the estimation of mineral sources and reserves; the conclusion of mineral useful resource and keep estimates; the advance, operational and financial result of technical studies on mineral houses referenced herein; magnitude or component of mineral deposits; the predicted development of the Corporate’ mineral houses and undertaking portfolios; exploration expenditures, prices and timing of the advance of untouched deposits; underground exploration possible; prices and timing of year exploration; the finishing touch and timing of year advancement research; estimates of metallurgical cure charges; exploration potentialities of mineral houses; necessities for supplementary capital; the year value of metals; executive law of mining operations; environmental dangers; the timing and imaginable end result of pending regulatory issues; the conclusion of the predicted economics of mineral houses; year expansion possible of mineral houses; and year advancement plans. Ahead-looking statements are steadily recognized by way of the significance of phrases akin to “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and matching expressions. Ahead-looking statements are in line with various elements and suppositions made by way of control and regarded as cheap on the presen such knowledge is equipped. Suppositions and elements come with: the Corporate’s skill to finish its deliberate exploration techniques; the absence of inauspicious statuses at mineral houses; negative unexpected operational delays; negative subject material delays in acquiring essential lets in; the cost of gold difference at ranges that render mineral houses financial; the Corporate’s skill to proceed elevating essential capital to finance operations; and the facility to understand at the mineral useful resource and keep estimates.

Ahead searching statements essentially contain identified and unknown dangers and uncertainties, which might reason fresh efficiency and monetary leads to year sessions to vary materially from any projections of year efficiency or outcome expressed or implied by way of such ahead‐searching statements. Those dangers and uncertainties come with, however aren’t restricted to: integration dangers; normal trade, financial and aggressive uncertainties; the fresh result of wave and year exploration actions; conclusions of financial critiques; assembly numerous anticipated value estimates; advantages of positive generation utilization; adjustments in undertaking parameters and/or financial exams as plans proceed to be delicate; year costs of metals; imaginable permutations of mineral grade or cure charges; the chance that fresh prices might exceed estimated prices; geological, mining and exploration technical issues; failure of plant, apparatus or processes to perform as expected; injuries, labour disputes and alternative dangers of the mining trade; delays in acquiring governmental approvals or financing; the speculative nature of mineral exploration and advancement (together with the dangers of acquiring essential licenses, lets in and approvals from executive government); identify to houses; and control’s skill to wait for and supremacy the foregoing elements and dangers. Even if the Corporate has tried to spot remarkable elements that would reason fresh movements, occasions or effects to vary materially from the ones described within the forward-looking statements, there could also be alternative elements that reason movements, occasions or effects to not be as expected, estimated or supposed. Readers are instructed to check and believe chance elements disclosed in Integra’s Method 20- F dated March 28, 2024 for the fiscal 12 months ended December 31, 2023, FCGI’s record software on TSXV Method 2B dated July 12, 2024, and the Round.

There will also be negative promise that ahead‐searching statements will turn out to be correct, as fresh effects and year occasions may just vary materially from the ones expected in such statements. The Corporate undertakes negative legal responsibility to replace ahead‐searching statements if instances or control’s estimates or reviews must trade apart from as required by way of appropriate securities regulations. The forward-looking statements contained herein are introduced for the needs of aiding traders in working out the Corporate’s plans, goals and targets, and is probably not suitable for alternative functions. Ahead-looking statements aren’t promises of year efficiency and the reader is cautioned to not park undue reliance on ahead‐searching statements.

Neither the TSX Mission Trade nor its Legislation Services and products Supplier (as that time period is outlined within the insurance policies of the TSX Mission Trade) accepts accountability for the adequacy or accuracy of this leave.

SOURCE Integra Assets Corp.

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