Beedie Investments Ltd. Enters into Amendment of Convertible Loan Facility with Integra Resources Corp.

Vancouver, British Columbia–(Newsfile Corp. – July 29, 2024) – Beedie Investments Ltd. (“Beedie”) has entered into an amendment (the “Fourth Supplemental Credit Agreement”) to the credit agreement dated July 28, 2022 (the “Credit Agreement”), as amended by a first supplemental credit agreement dated as of February 26, 2023, a second supplemental credit agreement dated as of May 4, 2023, a third supplemental agreement dated as of February 20, 2024 and the Fourth Supplemental Credit Agreement, with Integra Resources Corp. (“Integra”) pursuant to which Beedie agreed to loan up to US$20 million (the “Loan Facility”) to Integra.

Pursuant to the Fourth Supplemental Credit Agreement, Beedie agreed to a second advance in the amount of US$5 million (the “Second Advance”) subject to satisfying certain conditions under the Fourth Supplemental Credit Agreement, including the closing of the business combination transaction involving Integra and Florida Canyon Gold Inc. (the “Transaction”).

Pursuant to the Fourth Supplemental Credit Agreement, Beedie and Integra further agreed to, conditional upon closing of the Transaction, amend the terms of the Credit Agreement to provide for the following: (i) subject to TSX Venture Exchange (“TSXV”) approval, modify the conversion price on the initial advance of US$10 million (the “Initial Advance”) under the Credit Agreement from Cdn$0.945 per common share of Integra (the “Common Share”) (or, C$2.3625 per Common Share on a post-consolidation basis) to a 25% premium to the issue price of the bought deal private placement offering of 14,900,000 subscription receipts of Integra (the “Subscription Receipt Financing”) of Cdn$1.35 per subscription receipt (the “Issue Price”), being Cdn$1.6875; (ii) extension of the maturity date of the Credit Agreement from July 28, 2025 to July 31, 2027; (iii) extension of the period during which scheduled interest payments will be capitalized as principal from the current expiry date of October 31, 2023 to December 31, 2024; (iv) modification of the make-whole fee from the amount of interest Integra would have paid had the Loan Facility continued for 36 months from the Initial Advance to 48 months from the Initial Advance; and (v) modification of the covenant requiring Integra to maintain a balance of unrestricted cash no less than US$2 million to US$5 million. Integra will also request to draw the Second Advance immediately following completion of the Transaction, with a conversion price equal to a 25% premium to the Issue Price. In the event that the amendment to the conversion price of the Initial Advance does not receive regulatory approval, Integra and Beedie have agreed to a downward adjustment to the aforementioned premium in respect of the conversion price of the Second Advance which would result in Beedie receiving up to the same aggregate number of Common Shares that Beedie otherwise would have been entitled to receive upon conversion in full of the Initial Advance and Second Advance had the conversion price of the Initial Advance been amended to equal a 25% premium to the Issue Price.

Immediately prior to entering into the Fourth Supplemental Agreement and assuming conversion in full of the Initial Advance into Common Shares in accordance with the terms of the Credit Agreement, Beedie, directly or indirectly, would own or control a total of 13,293,862 Common Shares, representing approximately 13.92% of the issued and outstanding Common Shares on a partially diluted basis.

Immediately following the entering into the Fourth Supplemental Agreement and assuming conversion in full of both the Initial Advance and Second Advance into Common Shares in accordance with the terms of the Credit Agreement and using the Bank of Canada’s Canadian dollar / U.S. dollar daily average exchange rate on July 26, 2024 of Cdn$1.383/ US$1.00, Beedie, directly or indirectly, would own or control a total of 19,821,013 Common Shares, representing approximately 20.25% of the issued and outstanding Common Shares on a partially diluted basis.

All of the securities held by Beedie in Integra, including the Common Shares, are being held for investment purposes. Beedie may in the future take such actions in respect of its Company securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of Integra through open market purchases or privately negotiated transactions, a corporate transaction, such as a merger, reorganization or liquidation, involving Integra, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to hold its current positions.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/218180