Integra Resources Corp. (TSXV:ITR) entered into a definitive agreement to acquire Millennial Precious Metals Corp. (TSXV:MPM) for CAD 32.8 million in a merger of equals transaction on February 26, 2023. Under the terms of the Transaction, Millennial shareholders will receive 0.23 of a common share of Integra for each Millennial common share held. Existing shareholders of Integra and Millennial will own approximately 65% and 35%, respectively, of the outstanding Integra Shares on the closing of the Transaction. The combined company’s board of directors will be led by George Salamis as Executive Chairman and will be comprised of six board members nominated by Integra and three board members nominated Millennial. Reporting to the Executive Chairman, the combined company will be managed by Jason Kosec, as President and Chief Executive Officer; Timothy Arnold, as Chief Operating Officer; Andree St-Germain, as Chief Financial Officer; and Josh Serfass, as Vice President. Millennial’s Vice President of Corporate Development, Jason Banducci, and its Vice President of Exploration, Raphael Dutaut, will also be joining the combined management team. Following completion of the Transaction, the Integra Shares will continue trading on the TSXV and the Millennial Shares will be de-listed from the TSXV. Subject to the completion of the Transaction and receipt of approval from the TSXV, Integra intends to consolidate the Integra Shares on the basis of one post-consolidation Integra Share for every 2.5 pre-consolidation Integra Shares. It is expected that the Consolidation will take effect shortly following the completion of the Transaction. Transaction includes a break fee of CAD 0.97 million payable to Integra under certain circumstances.

The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by: (a) 66?% of the votes cast by Millennial shareholders; and (b) a simple majority of the votes cast by Millennial shareholders, excluding certain related parties as prescribed by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, in each case, voting in person or represented by proxy at a special meeting of the Millennial shareholders to consider the Transaction. In addition to shareholder and court approvals, closing of the Transaction is subject to applicable regulatory approvals, including, but not limited to, TSXV approval and the satisfaction of certain other closing conditions customary in transactions of this nature including the receipt of aggregate proceeds of CAD 35 million pursuant to the Brokered Offering and the Non-Brokered Offering. The Millennial Special Committee has unanimously approved the Arrangement Agreement and recommended that the board of directors of Millennial approve the Arrangement Agreement and that the Millennial shareholders vote in favour of the Transaction. The Arrangement Agreement and the Transaction have been unanimously approved by the boards of directors of each of Integra and Millennial. Each of the directors and senior officers of Millennial, representing, in aggregate, approximately 9.2% of the issued and outstanding Millennial Shares, have entered into voting support agreements with Integra and have agreed to vote in favour of the Transaction at the special meeting of shareholders of Millennial to be held to consider the Transaction. The special meeting of Millennial shareholders is expected to be held in April 2023. On May 1, 2023, the Supreme Court of British Columbia granted a final order in respect of the transaction. Subject to the satisfaction of these conditions, Integra and Millennial expect that the Transaction will be completed in the second quarter of 2023. As of May 2, 2023, the transaction is expected to close on or about May 4, 2023.

The special committee of Millennial has received a fairness opinion from Stifel GMP. David Redford, David Gardos, Carla Potter, Jeremy Barretto, Davit Akman, Zahra Nurmohamed, Tera Li Parizeau and Omar Soliman of Cassels Brock & Blackwell LLP is acting as legal counsel to Integra and Cormark Securities Inc. is acting as financial advisor to Integra in connection with the Transaction. Ali Naushahi of Bennett Jones LLP is acting as legal counsel to Millennial and Pierre Laliberte and David Roderick of Stifel GMP is acting as financial advisor to the Millennial Special Committee in connection with the Transaction. TSX Trust Company acted as depository bank to Millennial.

Integra Resources Corp. (TSXV:ITR) completed the acquisition of Millennial Precious Metals Corp. (TSXV:MPM) for CAD 33.3 million in a merger of equals transaction on May 4, 2023.