RE:RE:Early Warring Report Sorry did not know this was only seen through Stockwatch
.This came from ER filing !
Early Warning Report Pursuant to National Instrument 62-103
INTEGRA GOLD CORP.
Name and Address of Offeror:
Integra Gold Corp. (“Integra”) Suite 2270
1055 West Georgia Street Vancouver, British Columbia V6E 3P3
2.
The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the report, and whether it was ownership or control that was acquired in those circumstances:
Integra entered into a share purchase agreement (the “SPA”) with Eastmain Resources Inc. (“Eastmain”) pursuant to which Integra will purchase a total of 12,800,000 units (the “Units”), at a price of $0.35 per Unit and 3,100,000 common shares (the “FT Shares”) at a price of $0.50 per FT Share to be issued on a “flow-through” basis (the “Private Placement”). The Units are comprised of one common share in Eastmain (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.50 for a period of two years following closing of the Private Placement. Pursuant to the SPA, Integra will have the option to purchase an additional 2,150,000 Units in lieu of purchasing the FT Shares.
3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the report:
Prior to completion of the Private Placement, Integra holds no Common Shares. The 15,900,000 Common Shares issuable as part of the Units and the FT Shares to be acquired in the Private Placement will, assuming the issuance of 9,500,000 Common Shares issuable pursuant to a concurrent private placement to arm’s length third parties announced on April 8, 2016 and no other share issuances, constitute 9.9% of the outstanding Common Shares on an undiluted basis upon completion of the purchase (approximately 9.7% if Integra elects to purchase the additional 2,150,000 Units instead of FT Shares) and, together with the 6,400,000 Warrants exercisable into Common Shares for an aggregate of 22,300,000 Common Shares, will constitute 13.38% on a partially diluted basis upon completion of the purchase (approximately 13.45% if Integra elects to purchase the additional 2,150,000 Units instead of FT Shares).
4. The designation and number or principal amount of securities and the percentage of outstanding securities referred to in paragraph 3 over which:
(a) the offeror, either alone or together with any joint actors, has ownership and control:
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See paragraph 3 above.
(b) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actors:
Not applicable.
(c) The offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
Not applicable.
5. The name of the market in which the transaction or occurrence giving rise to the report took place:
Not applicable – see item 8, below.
6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file the news release.
Integra will acquire either: (i) 12,800,000 Units at a price of $0.35 per Unit and 3,100,000 FT Shares at a price of $0.50 per FT Share for gross proceeds of $6,030,000; or (ii) 14,950,000 Units at a price of $0.35 for gross proceeds of $5,232,500.
7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence giving rise to the report, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
Integra is acquiring the Units and, if applicable, the FT Shares for investment purposes and may acquire further securities or dispose of its holdings of common shares both as investment conditions warrant.
8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:
In connection with the closing of the Private Placement under the SPA, Integra and Eastmain will enter into an Investor Rights Agreement (the “IRA”), pursuant to which Integra has the following rights, for so long as it owns no less than 5% of Eastmain’s issued share capital:
• Integra will have the right to appoint one director to Eastmain’s Board of Directors (the “Board Nomination Right”);
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Integra will have the right to participate in future equity offerings by Eastmain. In any such offering, Integra, at its own discretion, will be entitled to either maintain its percentage ownership prior to such offering or subscribe for securities to increase its holdings to up to a maximum of 15.0% of Eastmain’s issued and outstanding Common Shares on an undiluted basis (the “Participation Right”); and
Integra and Eastmain will each have the right to appoint two members to a newly created Technical Committee, which will be comprised of four members, and will have the purpose of reviewing and providing recommendations in an advisory capacity in respect of exploration activities on Eastmain’s Clearwater Project,
The closing of the Private Placement is expected to occur within ten business days of Eastmain’s Annual General Meeting to be held on April 29, 2016 (the “Eastmain AGM”) and is subject to, among other things, the slate of directors proposed by Management being appointed at the Eastmain AGM, the appointment of Claude Lemasson as the Interim President and Chief Executive Officer of Eastmain, all necessary regulatory approvals, including approval of the Toronto Stock Exchange. All securities issued in the Private Placement will be subject to a statutory four-month hold period.
9. The names of any joint actors in connection with the disclosure required by this report
Not applicable.
10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value, in Canadian dollars of the consideration paid by the offeror
See item 6, above.
11. If applicable, a description of any change in any material fact set out in a previous report by the offeror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities
Not applicable.
12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts that support that reliance
Integra will purchase the Units and FT Shares in reliance on the “accredited investor” exemption available pursuant to Canadian securities legislation.
DATED as of the 11th day of April, 2016
INTEGRA GOLD CORP.
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Name: Stephen de Jong
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