Integra Gold Corp
Symbol C : ICG
Shares Issued 76,106,097
Close 2012-12-20 C$ 0.225
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Integra Gold closes $1.72-million private placement

2012-12-20 19:18 ET - News Release

Mr. Stephen de Jong reports


Integra Gold Corp. has increased and subsequently closed its $1.65-million non-brokered private placement announced Dec. 18, 2012.

The company raised total gross proceeds of $1,729,750.75 from the sale of 5,322,310 flow-through shares at a price of 32.5 cents per flow-through share, a 44-per-cent premium to the company's Dec. 20, 2012, closing price. No warrants were issued in conjunction with the offering.

"The significant premium to market, the absence of warrants and the level of demand we saw in this offering give further credibility to both the Lamaque project and the advantages of advancing a high-grade, quality gold asset in a jurisdiction like Quebec," commented the company's president and chief executive officer, Stephen de Jong.

The company paid finders' fees totalling $84,725.03 in connection with the offering. All securities issued under the offering are subject to a four-month hold period expiring on April 21, 2013. The offering is subject to the final approval of the TSX Venture Exchange.

Securities purchase agreement

In addition to the offering outlined above, the company announces it has entered into a securities purchase agreement, dated Dec. 20, 2012, with Pinetree Capital Ltd., an arm's-length party. Pursuant to the agreement, Integra will issue five million non-flow-through common shares at a price of 24 cents per non-flow-through share in exchange for 1,379,310 common shares of Pinetree at 87 cents per common share, representing a value of $1.2-million for the transaction.

The transaction is scheduled to close on or about Jan. 16, 2013, and is subject to certain conditions, including the approval of the TSX Venture Exchange and the Toronto Stock Exchange, as applicable. The shares issued in connection with the transaction will each be subject to a statutory four-month hold period. In connection with the transaction, Sheldon Inwentash, a current shareholder of Integra and the CEO of Pinetree, will become an insider of Integra though his direction and control of the Pinetree holdings and his own shareholdings. A finder's fee of 3.25 per cent is payable upon closing of the transaction.

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