10:24:12 EDT Mon 06 May 2024
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Integra Resources Corp (2)
Symbol ITR
Shares Issued 79,763,689
Close 2023-04-27 C$ 0.73
Market Cap C$ 58,227,493
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Millennial Precious shareholders approve Integra deal

2023-04-27 10:26 ET - News Release

See News Release (C-MPM) Millennial Precious Metals Corp

Mr. Jason Kosec of Millennial Precious Metals reports

MILLENNIAL SHAREHOLDERS OVERWHELMINGLY APPROVE THE PROPOSED ARRANGEMENT WITH INTEGRA RESOURCES

At the special meeting of shareholders of Millennial Precious Metals Corp. held yesterday, shareholders overwhelmingly approved the proposed arrangement with Integra Resources Corp. under the provisions of the Business Corporations Act (British Columbia).

At the special meeting, the special resolution authorizing the arrangement was approved by: (i) approximately 99.79 per cent of the votes cast by shareholders present in person or represented by proxy and entitled to vote; and (ii) approximately 99.76 per cent of the votes cast by the minority shareholders present in person or represented by proxy and entitled to vote, which excluded the votes cast in respect of the common shares of Millennial beneficially owned, or over which control or direction is exercised, by Jason Kosec and Andres Tinajero, as determined in accordance with Multilateral Instrument 61-101 -- Protection of Minority Shareholders in Special Transactions. The shareholders who participated in the arrangement resolution represented approximately 57.93 per cent and 55.22 per cent, respectively, of all issued and outstanding common shares of Millennial entitled to vote on the special resolution authorizing the arrangement.

Transaction update

Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Millennial anticipates that closing of the arrangement will occur on or about May 4, 2023.

Completion of the arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the arrangement, including the final approval of the Supreme Court of British Columbia. The hearing for the final order of the Supreme Court of British Columbia to approve the arrangement is scheduled to take place on May 1, 2023.

Transaction background

On Feb. 26, 2023, Millennial and Integra entered into a definitive arrangement agreement, whereby, subject to the terms and conditions of the arrangement agreement, Integra will acquire all of the issued and outstanding common shares of Millennial by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia).

Under the terms of the arrangement, shareholders will be entitled to receive 0.23 of a common share of Integra in exchange for each common share of Millennial held immediately prior to the effective time of the arrangement.

Further details regarding the arrangement are set out in the management information circular of Millennial dated March 27, 2023, which is available on SEDAR under Millennial's issuer profile.

About Millennial Precious Metals Corp.

Millennial Precious Metals is an exploration and development company focused on unlocking quality ounces through the responsible expansion of its eight gold and silver projects located in Nevada and Arizona, United States. The company plans to accelerate the development of its two flagship projects located in Nevada: Wildcat and Mountain View. The Wildcat inferred mineral resource estimate contains 776,000 ounces of oxide Au (60.8 million tonnes at 0.40 gram per tonne Au; effective date of Nov. 18, 2020) and the Mountain View inferred mineral resource estimate contains 427,000 ounces of oxide Au (23.2 million tonnes at 0.57 g/t Au; effective date of Nov. 15, 2020). Technical reports titled "NI 43-101 Technical Report Resource Estimate for the Wildcat Project, Pershing County, Nevada, United States," dated Nov. 20, 2020, with an effective date of Nov. 18, 2020, prepared by William J. Lewis, BSc, PGeo, Rodrigo Calles-Montijo, MSc, CPG, and Leonardo de Souza, MAusIMM (CP), and "NI 43-101 Technical Report for the Mountain View Project, Washoe County, Nevada, USA," dated Nov. 25, 2020, with an effective date of Nov. 15, 2020, prepared by Mr. Lewis, BSc, PGeo, Mr. Calles-Montijo, MSc, CPG, and Mr. de Souza, MAusIMM (CP), are available on Millennial's issuer profile on SEDAR.

Millennial Precious Metals is led by an experienced management team and board of directors with a proven record of success in financing and developing high-quality mining projects. The company is well positioned to create value for all stakeholders by applying a systematic strategy to advance and derisk all eight projects over the next few years.

We seek Safe Harbor.

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