Integra Resources(ITRG) - 2023 Q4 - Annual Report

PART I Key Information This section outlines significant risks inherent in the company's speculative mineral exploration business, including financing needs, going concern uncertainties, commodity price volatility, and regulatory challenges - Resource exploration and development is a speculative business with no certainty of discovering commercial mineral quantities, with marketability affected by external factors like market fluctuations and government regulations[38] - The company requires additional funding for future exploration and has fixed payment obligations of approximately $1.5 million per year for reclamation work, with future funds dependent on equity sales or property interest offerings[39] - The company's ability to continue as a going concern relies on establishing commercial mineral reserves and securing necessary financing, with management affirming the going concern assumption for the next twelve months[40] - The company is indebted to Beedie Capital, requiring a portion of cash flow for debt service, and the loan includes covenants on cash levels and budget approvals, with non-compliance risking default[48][49] - The company believes it was classified as a Passive Foreign Investment Company (PFIC) for the most recent tax year and may continue to be so, potentially leading to adverse U.S. federal income tax consequences for U.S. investors[91] Information on the Company Integra Resources, a mineral exploration company, details its corporate history, recent merger, financing activities, and exploration-stage properties, focusing on the DeLamar and Nevada North projects with no current production or reserves History and Development of the Company This subsection outlines Integra's corporate evolution, including its May 2023 merger with Millennial Precious Metals Corp., management changes, various financing rounds, and the submission of a preliminary Mine Plan of Operations for the DeLamar Project - On May 4, 2023, the company completed an at-market merger with Millennial Precious Metals Corp, making Millennial a wholly-owned subsidiary[98] - Following the Millennial merger, Jason Kosec was appointed President & CEO of Integra, and George Salamis became Executive Chair[103] Recent Financing Activities | Date | Type | Gross Proceeds | Notes | | :--- | :--- | :--- | :--- | | Mar 2023 | Brokered & Non-Brokered Private Placement | C$35.0 million | Concurrent with Millennial transaction announcement | | Feb 2024 | Royalty Transaction with Wheaton | US$9.75 million | 1.5% NSR royalty on DeLamar and Florida Mountain | | Mar 2024 | Bought Deal Public Offering | C$14.95 million | Issued 16.6M units at C$0.90/unit | - In December 2023, the company submitted its preliminary Mine Plan of Operations (MPO) to the U.S. Bureau of Land Management (BLM) for the DeLamar Project[118] Business Overview Integra's business focuses on advancing the DeLamar and Nevada North exploration projects, funding activities through equity, royalties, and convertible loans, while operating in a competitive, cyclical industry subject to stringent environmental regulations - The company's primary focus is on advancing the DeLamar Project in southwestern Idaho and the Nevada North Project in northwestern Nevada[122] - Integra has no producing properties or operating income, funding its operations through equity financings, royalty sales, or convertible loans[122] - The business operates in a competitive industry, subject to volatile and cyclical precious metals markets and stringent environmental regulations[124][125][126] Properties and Projects This section details the company's exploration-stage mining projects in Idaho, Nevada, and Arizona, confirming no production or estimated mineral reserves, with primary focus on the DeLamar and Nevada North projects and their advancement towards development - The company's material properties are the DeLamar Project (Idaho) and the Nevada North Project (Nevada), all in the exploration stage with no current production[136][137] - The DeLamar Project in Idaho, a past-producing mine with historical production of approximately 1.3 million ounces of gold and 70 million ounces of silver, has undergone extensive drilling (863 holes for 109,828 meters as of December 31, 2023) and a preliminary Mine Plan of Operations has been submitted[144][155][170] - The Nevada North Project comprises the Wildcat and Mountain View deposits, planned for sequential operation as one project, both being low-sulphidation epithermal gold deposits[237][264] - Metallurgical testing indicates that oxide and mixed materials from both the DeLamar and Nevada North projects are amenable to heap-leach cyanidation, while non-oxide materials at DeLamar would require milling and flotation[181][183][297][303] Operating and Financial Review and Prospects This section reviews Integra's financial performance, reporting a $29.0 million net loss in 2023 driven by increased exploration expenses, with the company relying on financing activities for liquidity and managing a working capital deficit Operating Results For fiscal year 2023, Integra Resources reported a net loss of $29.0 million, primarily due to increased exploration and evaluation expenses, with total assets growing to $82.4 million largely from the Millennial Precious Metals acquisition Selected Consolidated Financial Information | | Year Ended Dec 31, 2023 ($) | Year Ended Dec 31, 2022 ($) | Year Ended Dec 31, 2021 ($) | | :--- | :--- | :--- | :--- | | Exploration and evaluation expenses | $(22,009,119) | $(13,467,035) | $(25,797,910) | | Operating loss | $(28,430,663) | $(19,212,921) | $(31,702,931) | | Net loss | $(29,016,269) | $(19,807,021) | $(32,933,645) | | Net loss per share | $(0.52) | $(0.71) | $(1.45) | | Cash and cash equivalents | $8,815,290 | $15,919,518 | $14,337,078 | | Total assets | $82,388,987 | $61,422,237 | $75,160,191 | - Exploration and evaluation expenses increased to $22.0 million in 2023 from $13.5 million in 2022, primarily due to increased drilling, permitting, and engineering activities[370] - Total assets increased in 2023 primarily due to a rise in exploration and evaluation assets from $40.8 million to $68.4 million, related to the acquisition of Millennial[358][361] - The company reclassified site support costs from general and administration expenses to exploration and evaluation expenses for more accurate reflection, with comparative figures also reclassified[354][363] Liquidity and Capital Resources As an exploration company without revenue, Integra finances operations through share capital and convertible debt, reporting a $6.8 million working capital deficit as of December 31, 2023, primarily due to convertible debt classification, and has completed subsequent financings to bolster liquidity - The company has no revenue from operations and finances its activities through the issuance of share capital and convertible debt[396] - As of December 31, 2023, working capital was a deficit of $6.8 million, mainly due to the classification of convertible debt as a current liability; excluding this, working capital was $3.8 million[398] - Subsequent to year-end, the company raised C$15 million from a public offering (March 2024) and received an initial US$4.875 million from a royalty transaction with Wheaton (March 2024) to bolster liquidity[391][393][399] Commitments and Contractual Obligations (in millions) | Commitments (Undiscounted) | Less than one year ($ millions) | 1 - 3 years ($ millions) | 4 - 5 years ($ millions) | Total ($ millions) | | :--- | :--- | :--- | :--- | :--- | | Convertible debenture | $0.5 | $13.7 | - | $14.2 | | Material land payments | $1.3 | $6.1 | $1.2 | $8.6 | | Total | $1.8 | $19.8 | $1.2 | $22.8 | Directors, Senior Management and Employees This section details the company's leadership, compensation structure, and workforce, providing biographies for directors and named executive officers, outlining their compensation, and noting the company had 46 employees as of December 31, 2023 Compensation Director and executive compensation, overseen by the Compensation Committee, includes base salary, annual cash bonuses, and long-term incentives, with Executive Chair George Salamis receiving $768,170 and President & CEO Jason Kosec receiving $613,907 in total compensation for 2023 - The executive compensation program consists of three main elements: Base Salary, Annual Cash Bonus (Short-Term Incentive), and Options & RSUs (Long-Term Incentives)[452] 2023 Named Executive Officer Compensation Summary | Name and Position | Salary ($) | Share Based Awards ($) | Option Based Awards ($) | Annual Incentive ($) | All Other ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | George Salamis, Executive Chair | 276,541 | 160,490 | 85,709 | 245,430 | Nil | 768,170 | | Jason Kosec, President & CEO | 145,833 | 160,490 | 85,709 | 221,875 | Nil | 613,907 | | Andrée St Germain, CFO | 175,344 | 104,562 | 55,841 | 108,814 | Nil | 444,561 | | Timothy Arnold, COO | 263,515 | Nil | Nil | 117,190 | 381,280 | 761,985 | | Joshua Serfass, EVP, IR | 168,683 | Nil | 107,600 | 72,745 | Nil | 349,028 | - Directors are compensated with fees and are eligible to participate in the Amended and Restated Equity Incentive Plan, receiving Options and DSUs, with the option to receive retainers in DSUs in lieu of cash[441][442] Employees As of December 31, 2023, Integra employed 46 people (41 full-time, 5 part-time), with the largest concentrations at the DeLamar Project Site and Vancouver head office, reflecting a decrease from 54 employees in 2021 Employee Count by Year | Year Ended | Full-Time | Part-Time | Total | | :--- | :--- | :--- | :--- | | Dec 31, 2023 | 41 | 5 | 46 | | Dec 31, 2022 | 39 | 5 | 44 | | Dec 31, 2021 | 48 | 6 | 54 | - Of the 46 employees at year-end 2023, 12 were corporate, 7 exploration, 9 development, 16 site G&A/reclamation, and 2 at Nevada North[480] Share Ownership This subsection details the equity holdings of the company's directors and Named Executive Officers (NEOs) as of March 28, 2024, including common shares, options, RSUs, and DSUs, aligning their interests with shareholders, with awards permitted up to 10% of outstanding share capital - As of March 28, 2024, Executive Chair George Salamis held 758,520 shares (0.86%) and President & CEO Jason Kosec held 627,202 shares (0.71%)[489] - The company's Amended and Restated Equity Incentive Plan is a 'rolling' plan, allowing for awards of Options, RSUs, and DSUs up to an aggregate of 10% of the issued and outstanding common shares[491][493][498] Major Shareholders and Related Party Transactions This section identifies the company's major shareholders as of March 14, 2024, including Franklin Advisors, Wheaton Precious Metals, Equinox Partners, and Beedie Investments, and details related party transactions, primarily key management compensation totaling $2.77 million in 2023 Major Shareholders (as of March 14, 2024) | Name | Common Shares Held | Percentage of Shares | | :--- | :--- | :--- | | Franklin Advisors, Inc. | 7,398,581 | 8.36% | | Wheaton Precious Metals Corp. | 7,112,000 | 8.04% | | Equinox Partners Investment Management LLC | 7,057,867 | 7.98% | | Beedie Investments Ltd. | 6,277,681 | 7.10% | Key Management Compensation | Year Ended | Short-term benefits ($) | Stock-based compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | | Dec 31, 2023 | $2,161,496 | $609,883 | $2,773,503 | | Dec 31, 2022 | $1,596,362 | $1,165,694 | $2,745,124 | | Dec 31, 2021 | $1,806,716 | $1,173,216 | $2,961,795 | - As of March 14, 2024, there were 3,430 registered U.S. holders of the company's common shares, holding a combined 32,023,709 shares[518] Financial Information This section confirms the inclusion of the company's consolidated financial statements, notes the absence of significant legal proceedings during fiscal year 2023, and states the company has not paid dividends, intending to retain earnings for business development - The company's audited consolidated financial statements, prepared in accordance with IFRS, are filed as part of this Annual Report[528] - There were no legal proceedings involving the company during the fiscal year ended December 31, 2023[529] - The company has not paid any dividends since its incorporation and does not plan to in the near future, intending to retain earnings for business development[531] Additional Information This section provides supplementary corporate information, including details on the company's articles of association, material contracts such as credit and underwriting agreements, and taxation considerations, notably the company's belief that it qualifies as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes - Material contracts include the credit agreement with Beedie Investments, the 2023 arrangement agreement with Millennial Precious Metals, and various underwriting and royalty agreements with Wheaton Precious Metals[553][558] - For U.S. federal income tax purposes, the company believes it was classified as a Passive Foreign Investment Company (PFIC) for its most recently completed tax year and may be a PFIC in the current and future tax years[575] - Dividends paid to non-resident shareholders are generally subject to a 25% Canadian withholding tax, which may be reduced by an applicable tax treaty, such as to 15% or 5% for eligible U.S. residents under the Canada-U.S. Tax Convention[621] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to several market risks, including credit, liquidity, interest rate, share price, and foreign exchange risk, which are managed through holding cash with major banks, securing financing, and holding most cash in USD to mitigate foreign exchange exposure - Credit risk is minimal as cash is held with major Canadian and U.S. banks[635] - Liquidity risk is managed by ensuring sufficient funds through financing to meet liabilities as they become due[636] - Share price fluctuations pose a risk as they can meaningfully impact the fair value of the convertible debt derivative liability[638] - The company is exposed to foreign exchange risk as most expenditures and its convertible debt are in U.S. dollars, managed by holding most cash and investments in USD[639] PART II Controls and Procedures This section addresses the company's internal controls, with management concluding that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, and notes Integra's exemption from auditor attestation as an emerging growth company - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[645] - Based on an evaluation using the 2013 COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[647] - As an "emerging growth company," Integra is exempt from the requirement for its registered public accounting firm to provide an attestation report on management's assessment of internal control over financial reporting[650] Corporate Governance and Other Disclosures This section covers governance and disclosure topics, including the identification of Anna Ladd-Kruger as the audit committee financial expert, principal accountant fees totaling C$185,696 for 2023, differences in shareholder meeting quorum requirements from NYSE American standards, and the implementation of a cybersecurity risk management program - The Board has determined that Anna Ladd-Kruger qualifies as an audit committee financial expert[652] Principal Accountant Fees (MNP LLP) | Fee Type | Year ended Dec 31, 2023 (C$) | Year ended Dec 31, 2022 (C$) | | :--- | :--- | :--- | | Audit fees | C$135,696 | C$96,000 | | Audit related fees | C$50,000 | C$47,800 | | Total | C$185,696 | C$143,800 | - The company's shareholder meeting quorum requirement is 25% of issued shares entitled to vote, which differs from the NYSE American standard of one-third[666] - The company has a cybersecurity risk management strategy managed by a third-party consultant and overseen by the CFO, with board-level oversight from the Audit Committee[671][672][673] PART III Financial Statements This section contains the audited consolidated financial statements for Integra Resources Corp. for the years ended December 31, 2023, and 2022, prepared in accordance with IFRS, including statements of financial position, operations, equity, and cash flows, with an unqualified auditor's opinion Consolidated Statement of Financial Position Highlights | | Dec 31, 2023 ($) | Dec 31, 2022 ($) | | :--- | :--- | :--- | | Total Current Assets | $9,867,457 | $16,993,888 | | Total Assets | $82,388,987 | $61,422,237 | | Total Current Liabilities | $16,671,379 | $15,390,668 | | Total Liabilities | $41,868,741 | $40,099,072 | | Total Equity | $40,520,246 | $21,323,165 | Consolidated Statement of Operations Highlights | | Year Ended Dec 31, 2023 ($) | Year Ended Dec 31, 2022 ($) | | :--- | :--- | :--- | | Operating Loss | $(28,430,663) | $(19,212,921) | | Net Loss | $(29,016,269) | $(19,807,021) | | Comprehensive Loss | $(28,939,199) | $(20,470,611) | Consolidated Statement of Cash Flows Highlights | | Year Ended Dec 31, 2023 ($) | Year Ended Dec 31, 2022 ($) | | :--- | :--- | :--- | | Cash flow used in operating activities | $(26,494,337) | $(18,098,477) | | Cash flow used in investing activities | $(4,194,468) | $(95,092) | | Cash flow provided by financing activities | $23,507,507 | $19,776,009 | | (Decrease) increase in cash | $(7,104,228) | $1,582,440 | - The acquisition of Millennial Precious Metals Corp. on May 4, 2023, was accounted for as an asset acquisition, with a total purchase price consideration of $23,996,732[859][860] Exhibits This section provides an index of all exhibits filed with the Form 20-F, including corporate articles, descriptions of securities, material contracts, subsidiary lists, CEO and CFO certifications, auditor consent, and company policies - Lists all exhibits filed with the annual report, including corporate articles, material contracts, officer certifications, and auditor consents[678]