01:46:15 EDT Tue 07 May 2024
Enter Symbol
or Name
USA
CA



Millennial Precious Metals Corp
Symbol MPM
Shares Issued 180,402,860
Close 2023-05-03 C$ 0.16
Market Cap C$ 28,864,458
Recent Sedar Documents

Integra, Millennial Precious Metals complete merger

2023-05-04 15:51 ET - News Release

See News Release (C-ITR) Integra Resources Corp (2)

Mr. Jason Kosec of Integra reports

INTEGRA RESOURCES AND MILLENNIAL PRECIOUS METALS COMPLETE FRIENDLY AT-MARKET MERGER

Integra Resources Corp. and Millennial Precious Metals Corp. have completed their previously announced at-market merger by way of a court-approved plan of arrangement.

Executive Chairman and Director of Integra, George Salamis, stated, "By combining Integra with Millennial, we have created one of the largest precious metals exploration and development companies in the Great Basin, with three high-quality heap-leach projects, an exciting portfolio of exploration properties, and a significantly enhanced capital markets profile."

President, Chief Executive Officer and Director of Integra, Jason Kosec, stated, "The completion of this transaction represents a significant step toward our long-term vision of building an industry-leading, US-focused mid-tier producer. 2023 will be a pivotal year for the company as we work to deliver an updated resource estimate and submit the mine plan of operations at DeLamar, as well as an updated resource estimate and PEA at Wildcat & Mountain View."

Under the terms of the Transaction, Integra acquired all of the issued outstanding common shares of Millennial (each, a "Millennial Share"). Millennial shareholders received 0.23 of a common share of Integra (each whole share, an "Integra Share") for each Millennial Share held (the "Exchange Ratio"). In aggregate, 42,180,139 Integra Shares were issued today to former Millennial shareholders as consideration for their Millennial Shares.

As a result of the Transaction, Millennial has become a wholly-owned subsidiary of Integra and the Millennial Shares are anticipated to be delisted from the TSX Venture Exchange (the "TSXV") at market close on or about May 5, 2023. Following the delisting, Millennial intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Executive Leadership and Board of Directors

Integra will be led by George Salamis, as Executive Chairman; Jason Kosec, as President and Chief Executive Officer; Timothy Arnold, as Chief Operating Officer; and Andree St-Germain, as Chief Financial Officer. Jason Kosec, Sara Heston and Eric Tremblay have joined Integra's board of directors (the "Board"). The Board also includes Stephen de Jong, George Salamis, Anna Ladd-Kruger, Timo Jauristo, C.L. "Butch" Otter and Carolyn Clark Loder. David Awram has resigned from the Board and will assume the role of advisor to Integra. Integra would like to thank Mr. Awram for his years of service to Integra and looks forward to continuing to work with him as an advisor. Former Chief Geologist and director of Millennial, Ruben Padilla, will also serve as a technical advisor to Integra.

Subscription Receipt Financing

In connection with closing of the Transaction, the escrow release conditions in respect of an aggregate of 50,000,000 subscription receipts (the "Subscription Receipts") of Integra issued on March 16, 2023 at a price of C$0.70 per Subscription Receipt (the "Subscription Receipt Financing") were satisfied and the net proceeds in the amount of approximately C$34,140,973 were released to Integra. The net proceeds are expected to be used to fund an updated resource estimate and Mine Plan of Operations at the DeLamar Project, an updated resource estimate and a Preliminary Economic Assessment for the Wildcat and Mountain View Projects, permit advancement, and for working capital and general corporate purposes. Each Subscription Receipt automatically converted today into one Integra Share for no additional consideration. The Integra Shares issued today upon conversion of the Subscription Receipts are subject to a statutory hold period expiring on July 17, 2023.

Information for Millennial Shareholders

In order to receive Integra Shares in exchange for Millennial Shares, registered shareholders of Millennial must complete, sign, date and return the letter of transmittal that was mailed to each Millennial shareholder prior to closing. The letter of transmittal is also available under Millennial's profile on SEDAR at www.sedar.com. For those shareholders of Millennial whose Millennial Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact such nominee for assistance in depositing their Millennial Shares and should follow the instructions of such intermediary or nominee.

Convertible Securities

Millennial RSUs

Pursuant to the Arrangement, each Millennial restricted share unit (a "Millennial RSU"), whether vested or unvested, has vested in accordance with the terms of the restricted share unit plan of Millennial and settled into Millennial Shares, with such Millennial Shares having then been exchanged for Integra Shares in accordance with the Exchange Ratio.

The TSXV has granted Millennial a waiver of the requirements of section 4.6 of TSXV Policy 4.4 - Security Based Compensation with respect to the accelerated vesting, pursuant to the Arrangement, of certain Millennial RSUs held by Jason Kosec, Sara Heston, Eric Tremblay, Jason Banducci and Raphael Dutaut, who will each serve as a director and/or officer of Integra following completion of the Arrangement. Details regarding the Millennial RSUs held by such persons prior to the completion of the Arrangement can be found in the management information circular of Millennial dated March 27, 2023, which is available under Millennial's profile on SEDAR at www.sedar.com.

Millennial Options

Pursuant to the Arrangement, each Millennial option (a "Millennial Option"), whether vested or unvested, has been transferred to Integra, with the holder thereof receiving as consideration an option to purchase from Integra such number of Integra Shares equal to the Exchange Ratio multiplied by the number of Millennial Shares subject to the Millennial Option, at an exercise price per Integra Share equal to the current Millennial Option exercise price divided by the Exchange Ratio, exercisable until the original expiry date of such Millennial Option and otherwise governed by the terms of the Millennial stock option plan.

Millennial Warrants

Pursuant to the Arrangement, each Millennial warrant to purchase common shares (a "Millennial Warrant") will, upon the exercise of such rights, entitle the holder thereof to be issued and receive for the same aggregate consideration, upon such exercise, in lieu of the number of Millennial Shares to which such holder was theretofore entitled upon exercise of such Millennial Warrants, the kind and aggregate number of Integra Shares that such holder would have been entitled to be issued and receive if, immediately prior to the effective time of the Arrangement, such holder had been the registered holder of the number of Millennial Shares to which such holder was theretofore entitled upon exercise of such Millennial Warrants. All other terms governing the warrants, including, but not limited to, the expiry date, exercise price and the conditions to and the manner of exercise, will be the same as the terms that were in effect immediately prior to the Effective Time, and shall be governed by the terms of the applicable warrant instruments.

Prior to the completion of the Transaction, Millennial had outstanding a class of Millennial Warrants listed on the TSXV under the trading symbol MPM.WT (the "Listed Millennial Warrants"). The Listed Millennial Warrants will continue trading on the TSXV as Millennial warrants, under their existing trading symbol, and will remain listed on the TSXV until the earliest to occur of their exercise, expiry or delisting. As required by the warrant indenture in respect of the Listed Millennial Warrants, Integra has entered into a supplemental warrant indenture in respect of such warrant indenture governing the Listed Millennial Warrants. A copy of the supplemental warrant indenture will be made available on Millennial's and Integra's respective SEDAR profiles at www.sedar.com.

Further information about the Transaction is set forth in the materials prepared by Millennial in respect of the special meeting of the shareholders of Millennial which were mailed to Millennial shareholders and filed under Millennial's profile on SEDAR at www.sedar.com.

Other Matters

An application has been filed with the applicable securities regulators of Millennial for exemptive relief from certain continuous disclosure and insider reporting requirements. In the event Millennial is granted such relief, holders of Listed Millennial Warrants will be directed to reference, and rely upon, the public disclosure filings of Integra.

Share Consolidation

Subject to the receipt of approval from the TSXV and NYSE American, Integra intends to consolidate the Integra Shares on the basis of one post-consolidation Integra Share for every 2.5 pre-consolidation Integra Shares (the "Consolidation"). The Consolidation is currently expected to be implemented prior to the end of May 2023.

As a result of the Consolidation, Integra Shares issuable pursuant to Integra's convertible securities will be proportionally adjusted on the same basis. No fractional Integra Shares will be issued, and any fractional interest in Integra Shares resulting from the Consolidation will be rounded to the nearest whole Integra Share.

A letter of transmittal will be mailed to registered shareholders once the Consolidation has taken effect, which will contain instructions on how registered shareholders can exchange their share certificates or direct registration system advices ("DRS Advices"), evidencing their pre-Consolidation Integra Shares for new share certificates or DRS Advices representing the number of post-Consolidation Integra Shares to which they are entitled.

None of the securities issued pursuant to the Transaction or the Subscription Receipt Financing have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States, and any securities issued pursuant to the Transaction or the Subscription Receipt Financing have been or will be issued in reliance upon available exemptions from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Early Warning Disclosure

Prior to the Transaction, Integra held nil Millennial Shares. Following the completion of the Transaction, Integra holds all of the issued and outstanding Millennial Shares. An early warning report will be filed by Integra under Millennial's SEDAR profile at www.sedar.com in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact the Corporate Secretary of Integra at 604-416-0576 or leanne@integraresources.com. Integra's head office is located at 1050 - 400 Burrard Street, Vancouver, British Columbia, V6C 3A6.

Advisors and Counsel

Cassels Brock & Blackwell LLP acted as legal counsel and Cormark Securities Inc. acted as financial advisor to Integra in connection with the Transaction.

Bennett Jones LLP acted as legal counsel to Millennial and Stifel GMP acted as financial advisor to the special committee of the board of directors of Millennial in connection with the Transaction.

Technical Disclosure and Qualified Persons

The scientific and technical information contained in this news release with respect to Integra has been reviewed and approved by E. Max Baker Ph.D. (F.AusIMM), Integra's Chief Geologist of Post Falls, Idaho, a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

About Integra Resources

Integra Resources Corp. is one of the largest precious metals exploration and development companies in the Great Basin of the Western USA. Integra is currently focused on advancing its three flagship oxide heap leach projects: the past producing DeLamar Project located in southwestern Idaho and the Wildcat and Mountain View Projects located in western Nevada. The Company also holds a portfolio of highly prospective early-stage exploration projects in Idaho, Nevada, and Arizona. Integra's long-term vision is to become a leading USA focused mid-tier gold and silver producer.

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