Integra Resources Corp. — Major Shareholding Notification 2024

May 3, 2024

SC 13G/A 1 tm2413505d1_sc13ga.htm SC 13G/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

| Integra
Resources Corp. |
| --- |
| (Name of Issuer) |

| Common
Shares |
| --- |
| (Title of Class of Securities) |

45826T301
(CUSIP Number)

| March 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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

Field: Rule-Page

Field: /Rule-Page

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 45826T301

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Beedie Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	13,293,862*
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	13,293,862*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,293,862*
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)
	13.92%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

• Based upon 88,458,702 common shares of Issuer outstanding as of March 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 $10,000,000 of principal amount of convertible debt (the “Convertible Debt”) deemed to be beneficially owned by the reporting person into 5,766,181 common shares of Issuer.

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 45826T301

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Beedie Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	13,293,862*
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	13,293,862*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,293,862*
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)
	13.92%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

• Based upon 88,458,702 common shares of Issuer outstanding as of March 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 $10,000,000 of principal amount of convertible debt (the “Convertible Debt”) deemed to be beneficially owned by the reporting person into 5,766,181 common shares of Issuer.

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 45826T301

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Beedie (2020) Family Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	13,293,862*
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	13,293,862*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,293,862*
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)
	13.92%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

• Based upon 88,458,702 common shares of Issuer outstanding as of March 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 $10,000,000 of principal amount of convertible debt (the “Convertible Debt”) deemed to be beneficially owned by the reporting person into 5,766,181 common shares of Issuer.

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 45826T301

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	4358 Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	13,293,862*
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	13,293,862*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,293,862*
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)
	13.92%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

• Based upon 88,458,702 common shares of Issuer outstanding as of March 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 $10,000,000 of principal amount of convertible debt (the “Convertible Debt”) deemed to be beneficially owned by the reporting person into 5,766,181 common shares of Issuer.

Field: Page; Sequence: 5

Field: /Page

CUSIP No. 45826T301

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ryan Beedie
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	13,293,862*
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	13,293,862*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,293,862*
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)
	13.92%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

• Based upon 88,458,702 common shares of Issuer outstanding as of March 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 $10,000,000 of principal amount of convertible debt (the “Convertible Debt”) deemed to be beneficially owned by the reporting person into 5,766,181 common shares of Issuer.

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 45826T301

Item 1.	(a)	Name of Issuer:
		Integra Resources Corp.
	(b)	Address of Issuer's Principal Executive Offices:
		1050 – 400 Burrard Street Vancouver, British Columbia Canada 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 (2020) 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 of Principal Business Office, or if None, Residence:
		The address of the principal business office of each of the Reporting Persons is 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 Number:
		45826T301

Item 3. — (a)	¨	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

Field: Page; Sequence: 7

Field: /Page

| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange 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 Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings association 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) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |

Item 4.
Item 2(a) is incorporated by reference.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | Each Reporting Person may be deemed to beneficially
own 13,293,862 Common Shares, comprised of 6,277,681 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 5,766,181 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$0.945 per share. |
| (b) | Percent of class: |
| | The number of Common Shares each of the Reporting
Persons may be deemed to beneficially own constitutes approximately 13.92% 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 direct the vote: 13,293,862 |
| (iii) | Sole power to dispose or direct the disposition of: 0 |
| (iv) | Shared power to dispose or direct the disposition of:
13,293,862 |

Item 5.
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Field: Page; Sequence: 8

Field: /Page

Item 6.	Ownership of More Than Five 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.

	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.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and 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.

Field: Page; Sequence: 9

Field: /Page

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.

Dated this 3 rd day of May, 2024

Beedie Investments Limited
By:	/s/
Ryan Beedie
Name:	Ryan Beedie
Title:	President
Beedie Holdings Limited
By:	/s/ Ryan Beedie
Name:	Ryan Beedie
Title:	President
Beedie (2020) Family Trust
By: 4358 Investments Limited
Its: Trustee
By:	/s/ Ryan Beedie
Name:	Ryan Beedie
Title:	President
4358 Investments Limited
By:	/s/ Ryan Beedie
Name:	Ryan Beedie
Title:	President
/s/
Ryan Beedie
Ryan Beedie, an individual

Field: Page; Sequence: 10

Field: /Page

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated this 3 rd day of May, 2024

Beedie Investments Limited
By:	/s/
Ryan Beedie
Name:	Ryan Beedie
Title:	President
Beedie Holdings Limited
By:	/s/ Ryan Beedie
Name:	Ryan Beedie
Title:	President
Beedie (2020) Family Trust
By: 4358 Investments Limited
Its: Trustee
By:	/s/ Ryan Beedie
Name:	Ryan Beedie
Title:	President
4358 Investments Limited
By:	/s/ Ryan Beedie
Name:	Ryan Beedie
Title:	President
/s/
Ryan Beedie
Ryan Beedie, an individual

Field: Page; Sequence: 11; Options: Last

Field: /Page