VANCOUVER, July 4, 2017 /CNW/ - Integra Gold Corp.
(TSX-V: ICG; OTCQX: ICGQF) ("Integra" or the
"Company") is pleased to announce that the previously
announced acquisition by Eldorado Gold Corporation
("Eldorado") (TSX: ELD;
NYSE: EGO) of all of the issued and outstanding common shares of
Integra (the "Integra Shares") that it does not currently
own, by way of a plan of arrangement (the "Arrangement") has been
approved by shareholders of Integra ("Integra
Shareholders"). At the special meeting of Integra
Shareholders held on July 4, 2017
(the "Meeting"), a special resolution approving the
Arrangement was approved by 85.92% of the votes cast at the Meeting
in person or by proxy by Integra Shareholders and approved by
82.91% of the votes cast at the Meeting in person or by proxy by
Integra Shareholders, excluding the votes cast in respect of
Integra Shares held by interested parties (including Eldorado) required to be excluded pursuant to
applicable securities law.
On closing of the Arrangement, each Integra Shareholder
(excluding Eldorado) will be
entitled to receive, in consideration for each Integra share held,
one of the following, at the election of the holder (provided that
such election is validly made prior to July
5, 2017 and subject to the pro ration limitations described
below, as applicable): (i) 0.24250 of an Eldorado share plus C$0.001, (ii) C$1.21250 in cash, or (iii) 0.18188 of an
Eldorado share and C$0.30313 in cash. Eldorado will issue an aggregate maximum of
approximately 77 million shares and pay an aggregate maximum of
approximately C$129 million in cash,
equal to approximately 25% of the total consideration. Accordingly,
to the extent the elections would otherwise result in the issuance
of additional Eldorado shares
beyond this maximum, the number of Eldorado shares will be prorated and
substituted with cash. Likewise, to the extent elections would
result in the payment of cash beyond the maximum, the amount of
cash will be prorated and substituted for Eldorado shares, valued as at May 12, 2017.
The Arrangement is subject to final approval by the TSX Venture
Exchange and the Supreme Court of British
Columbia (the "Court"). The Court hearing for
the final order to approve the Arrangement is scheduled to take
place on July 7, 2017, and subject to
satisfaction or waiver of other customary closing conditions,
completion of the Arrangement is expected to occur on July 10, 2017.
Additional information regarding the terms of the Arrangement is
set out in Integra's management information circular dated
June 5, 2017, which is available on
Integra's profile at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Stephen de Jong
CEO & President, Director
About Integra Gold
Integra Gold is a junior gold exploration company. The Company's
primary focus is its Lamaque project located in Val-d'Or, Québec, one of the top mining
jurisdictions in the world. In the fall of 2014, Integra completed
the accretive acquisition of the Sigma Mill and Mine Complex, a
fully permitted 2,200 ton per day mill and tailings facility. With
major federal and provincial permits in place, existing
infrastructure and significant exploration potential, this
acquisition removed major costs and shortened timelines typically
associated with mine projects. Integra has raised over $150 million since 2013, at successively higher
share prices, despite depressed gold prices.
About Eldorado
Eldorado is a leading
intermediate gold producer with mining, development and exploration
operations in Turkey, Greece, Romania, Brazil and Serbia. Eldorado's success to date is based on a
highly skilled workforce, safe and responsible operations, a
portfolio of high-quality assets, and long-term partnerships with
the communities where they operate.
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 news release.
Cautionary Note Regarding Forward-Looking Statements: Certain
disclosures in this release constitute forward-looking
statements. Generally, these forward-looking statements can
be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur", "be
achieved" or "has the potential to". Forward looking statements
contained in this release may include statements regarding the
Company's ability to complete the Arrangement, the timing and
receipt of the final approval by the Court and the TSX Venture
Exchange, the satisfaction or waiver of other customary closing
conditions, the timing of the closing of the Arrangement, the
elections of Integra Shareholders and the proration of the cash
and/or Eldorado shares payable
under the Arrangement, all of which involve known and unknown risks
and uncertainties which may not prove to be accurate. In making the
forward-looking statements in this release, the Company has applied
certain factors and assumptions that are based on the Company's
current beliefs as well as assumptions made by and information
currently available to the Company, including that the Company is
able to procure personnel, equipment and supplies required for its
exploration activities in sufficient quantities and on a timely
basis and that actual results of exploration activities are
consistent with management's expectations. Although the Company
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect, and the
forward-looking statements in this release are subject to numerous
risks, uncertainties and other factors that may cause future
results to differ materially from those expressed or implied in
such forward-looking statements. Among these risks and factors that
may cause future results to differ materially from those expressed
or implied in such forward-looking statements are the following:
uncertainties as to timing of the Arrangement, receipt of Court and
TSX Venture Exchange approvals, satisfaction or waiver of other
conditions to the Arrangement, market conditions and other risk
factors listed from time to time in the Company's continuous
disclosure documents filed with the Canadian securities regulators
at www.sedar.com. Readers are cautioned not to
place undue reliance on forward-looking statements. The Company
does not intend, and expressly disclaims any intention or
obligation to, update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
except as required by law.
SOURCE Integra Gold Corp.
