On May 4, 2023, Integra Resources Corp. and Millennial Precious Metals Corp. completed their previously announced at-market merger, pursuant to which Integra acquired, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), all of the issued and outstanding common shares of Millennial. Under the terms of the arrangement, Millennial shareholders received, for each outstanding Millennial common share held, 0.23 of a common share of Integra. The combination of Integra and Millennial creates one of the largest precious metals development and exploration issuers in the Great Basin.
In connection with the arrangement, Integra entered into an amending agreement to the convertible loan agreement dated as of July 28, 2022 among Integra and, inter alios, its lender, Beedie Investments Ltd., and completed: (a) a bought deal private placement of 35,000,000 subscription receipts at a price of $0.70 per subscription receipt for gross proceeds of $24.5 million; and (b) a concurrent non-brokered private placement of subscription receipts with Wheaton Precious Metals Corp. at a price of $0.70 per subscription receipt for gross proceeds of $10.5 million. The bought deal private placement was completed through a syndicate of underwriters that included Raymond James Ltd., BMO Capital Markets and Cormark Securities Inc. On May 4, 2023, upon the satisfaction of certain escrow release conditions, each such subscription receipt converted, without payment of additional consideration, into one common share of Integra (each, an “Integra Share”).
In addition, on May 26, 2023, Integra announced the completion of its previously announced share consolidation, pursuant to which the Integra Shares were consolidated on the basis of one post-consolidation Integra Share for every 2.5 pre-consolidation Integra Shares.
Cassels acted for Integra.