| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Integra Resources Corp. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
45826T301 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 45826T301 |
| 1 | Names of Reporting Persons Beedie Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRITISH COLUMBIA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,335,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO, FI |
Comment for Type of Reporting Person:
Beneficial ownership described above is based upon 168,571,712 common shares of Issuer outstanding as of December 31, 2024, and assumes exercise of warrants to purchase 1,250,000 common shares of Issuer deemed to be beneficially owned by the reporting person (the "Warrants") and conversion of $15,000,000 of principal amount of convertible debt (the "Convertible Debt") deemed to be beneficially owned by the reporting person into 12,295,081 common shares of Issuer.
SCHEDULE 13G |
| CUSIP No. | 45826T301 |
| 1 | Names of Reporting Persons Beedie Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRITISH COLUMBIA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,335,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, CO, FI |
Comment for Type of Reporting Person:
Beneficial ownership described above is based upon 168,571,712 common shares of Issuer outstanding as of December 31, 2024, and assumes exercise of warrants to purchase 1,250,000 common shares of Issuer deemed to be beneficially owned by the reporting person (the "Warrants") and conversion of $15,000,000 of principal amount of convertible debt (the "Convertible Debt") deemed to be beneficially owned by the reporting person into 12,295,081 common shares of Issuer.
SCHEDULE 13G |
| CUSIP No. | 45826T301 |
| 1 | Names of Reporting Persons Beedie (2023) Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRITISH COLUMBIA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,335,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, FI, OO |
Comment for Type of Reporting Person:
Beneficial ownership described above is based upon 168,571,712 common shares of Issuer outstanding as of December 31, 2024, and assumes exercise of warrants to purchase 1,250,000 common shares of Issuer deemed to be beneficially owned by the reporting person (the "Warrants") and conversion of $15,000,000 of principal amount of convertible debt (the "Convertible Debt") deemed to be beneficially owned by the reporting person into 12,295,081 common shares of Issuer.
SCHEDULE 13G |
| CUSIP No. | 45826T301 |
| 1 | Names of Reporting Persons 4358 Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRITISH COLUMBIA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,335,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, CO, FI |
Comment for Type of Reporting Person:
Beneficial ownership described above is based upon 168,571,712 common shares of Issuer outstanding as of December 31, 2024, and assumes exercise of warrants to purchase 1,250,000 common shares of Issuer deemed to be beneficially owned by the reporting person (the "Warrants") and conversion of $15,000,000 of principal amount of convertible debt (the "Convertible Debt") deemed to be beneficially owned by the reporting person into 12,295,081 common shares of Issuer.
SCHEDULE 13G |
| CUSIP No. | 45826T301 |
| 1 | Names of Reporting Persons Ryan Beedie | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRITISH COLUMBIA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,335,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Beneficial ownership described above is based upon 168,571,712 common shares of Issuer outstanding as of December 31, 2024, and assumes exercise of warrants to purchase 1,250,000 common shares of Issuer deemed to be beneficially owned by the reporting person (the "Warrants") and conversion of $15,000,000 of principal amount of convertible debt (the "Convertible Debt") deemed to be beneficially owned by the reporting person into 12,295,081 common shares of Issuer.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Integra Resources Corp. | |
| (b) | Address of issuer's principal executive
offices: 1050 - 400 Burrard Street, Vancouver, A1, V6C 3A6 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed jointly by:
(1) Beedie Investments Limited, a British Columbia, Canada corporation ("BIL"), which is a direct beneficial owner of the common shares of Issuer (the "Common Shares");
(2) Beedie Holdings Limited, a British Columbia, Canada corporation ("BHL"), which 100% owns and controls BIL;
(3) Beedie (2023) Family Trust (the "Trust"), a Canadian Resident Trust, which 100% owns and controls BHL;
(4) 4358 Investments Limited, a British Columbia, Canada corporation ("4358"), which is the Trustee and has sole control of the Trust; and
(5) Ryan Beedie, an individual Canadian citizen, who 100% owns and controls 4358 (collectively, with BIL, BHL, the Trust and 4358, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: 1111 West Georgia Street, Suite 900, Vancouver, British Columbia V6E 4M3 Canada | |
| (c) | Citizenship: Item 2(a) is incorporated by reference. | |
| (d) | Title of class of securities: Common Shares | |
| (e) | CUSIP No.: 45826T301 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Each Reporting Person may be deemed to beneficially own 20,335,762 Common Shares, comprised of 6,790,681 Common Shares currently owned and/or controlled directly or indirectly by such Reporting Person, 1,250,000 Common Shares which may be acquired directly or indirectly by such Reporting Person upon full exercise of the Warrants at an exercise price of CAD$1.20 per share and 12,295,081 Common Shares which may be acquired directly or indirectly by such Reporting Person upon full conversion of the Convertible Debt at the conversion price of CAD$1.6875 per share. | |
| (b) | Percent of class: The number of Common Shares each of the Reporting Persons may be deemed to beneficially own constitutes approximately 11.2% of the Common Shares outstanding (assuming exercise of all Warrants and conversion of all of the Convertible Debt deemed to be beneficially owned by such Reporting Person). % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 20,335,762 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 20,335,762 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Item 2(a) is incorporated by reference. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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