INTEGRA RESOURCES CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of March 13, 2024Warrant Indenture • March 15th, 2024 • Integra Resources Corp. • Gold and silver ores • British Columbia
WHEREAS in connection with a public offering of units of the Corporation (the "Offered Units") pursuant to the terms and conditions of an underwriting agreement dated March 7, 2024 among Cormark Securities Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., Eight Capital, PI Financial Corp., Raymond James Ltd. and Stifel Nicolaus Canada Inc. and the Corporation, the Corporation intends to issue up to a maximum of 16,611,750 Offered Units at a price of $0.90 per Offered Unit;
UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia
SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of Subscription ReceiptsSubscription Receipt Agreement • August 26th, 2024 • Integra Resources Corp. • Gold and silver ores • Ontario
INTEGRA RESOURCES CORP., a corporation existing under the laws of British Columbia, and includes any successor corporation
ARRANGEMENT AGREEMENTArrangement Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia
MILLENNIAL PRECIOUS METALS CORP., a corporation organized under the laws of the Province of British Columbia (the "Company")
CREDIT AGREEMENT Between INTEGRA RESOURCES CORP. as Borrower and INTEGRA RESOURCES HOLDINGS CANADA INC. INTEGRA HOLDINGS U.S. INC. DELAMAR MINING COMPANY as Guarantors and BEEDIE INVESTMENTS LTD. as Lender Dated as of July 28, 2022Credit Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2020 • Integra Resources Corp.
The undersigned, Raymond James Ltd. (the "Lead Underwriter"), National Bank Financial Inc., PI Financial Corp., Echelon Wealth Partners Inc., GMP Securities L.P. and Roth Capital Partners, LLC (each, including the Lead Underwriter, an "Underwriter" and collectively, the "Underwriters") understand that Integra Resources Corp., a company organized under the laws of the Province of Ontario (the "Company") proposes to issue and sell an aggregate of 19,130,000 common shares in the capital of the Company (the "Purchased Shares"). The Underwriters hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company in the percentages set forth in section 8.1 of this Agreement, all but not less than all of the Purchased Shares on a "bought deal" basis, at the purchase price of $1.15 per Purchased Share (the "Purchase Price") for aggregate gross proceeds of $21,999,500.
AMENDING AGREEMENTAmending Agreement • September 4th, 2024 • Integra Resources Corp. • Gold and silver ores
WHEREAS Integra and FCGI are parties to an arrangement agreement dated July 28, 2024 pursuant to which, among other things, Integra has agreed to acquire all of the issued and outstanding FCGI Shares (other than FCGI Shares held by a Dissenting Shareholder) by way of a statutory plan of arrangement of FCGI under the Canada Business Corporations Act on the terms and subject to the conditions set out therein (such arrangement agreement, including the schedules attached thereto, being hereinafter referred to collectively as the "Arrangement Agreement");
ARRANGEMENT AGREEMENT between FLORIDA CANYON GOLD INC. and INTEGRA RESOURCES CORP. Dated July 28, 2024Arrangement Agreement • August 7th, 2024 • Integra Resources Corp. • Gold and silver ores • Ontario
WHEREAS the FCGI Board has unanimously determined that the business combination to be effected by way of the Plan of Arrangement is advisable and in the best interest of FCGI and that, on the basis of an opinion from its financial advisors, the Arrangement Consideration is fair, from a financial point of view, to the FCGI Shareholders;
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 8th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia
WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the "Shares") in the capital of Millennial Precious Metals Corp. (the "Company"), a corporation existing under the laws of the Province of British Columbia, set forth on the Securityholder's signature page attached to this Agreement.
FIRST SUPPLEMENTAL CREDIT AGREEMENTFirst Supplemental Credit Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores
WITNESSES THAT in consideration of the premises and of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2024 • Integra Resources Corp. • Gold and silver ores • British Columbia
THIS RIGHT OF FIRST REFUSAL AGREEMENT dated as of May 4, 2023 BETWEEN: WHEATON PRECIOUS METALS INTERNATIONAL LTD., a company existing under the laws of the Cayman Islands ("Wheaton") - and - INTEGRA RESOURCES CORP., a company existing under the laws...Right of First Refusal Agreement • May 12th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia
WHEREAS pursuant to the terms of a subscription agreement for subscription receipts dated March 16, 2023 between the Corporation and Wheaton Precious Metals Corp. ("WPM") (the "Subscription Agreement") and the terms of a subscription receipt agreement dated on or about the date hereof between the Corporation, Raymond James Ltd., BMO Nesbitt Burns Inc., Cormark Securities Ltd. and WPM (the "Subscription Receipt Agreement"), the Corporation has issued to WPM on a private placement basis 15,000,000 subscription receipts (the "Subscription Receipts") convertible, upon satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), into common shares in the capital of the Corporation on the terms and conditions of the Subscription Agreement and the Subscription Receipt Agreement;
FIFTH SUPPLEMENTAL CREDIT AGREEMENTFifth Supplemental Credit Agreement • November 13th, 2024 • Integra Resources Corp. • Gold and silver ores
MILLENNIAL SILVER CORP., a corporation subsisting under the federal laws of Canada and extra-provincially registered in Ontario
THIRD SUPPLEMENTAL CREDIT AGREEMENTCredit Agreement • February 23rd, 2024 • Integra Resources Corp. • Gold and silver ores
WITNESSES THAT in consideration of the premises and of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
THIS INVESTOR RIGHTS AGREEMENT dated as of March 16, 2023 BETWEEN: WHEATON PRECIOUS METALS CORP., a company existing under the laws of the Province of Ontario, Canada (the "Investor") - and - INTEGRA RESOURCES CORP., a company existing under the laws...Investor Rights Agreement • May 12th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia
WHEREAS pursuant to the terms of a subscription agreement for subscription receipts dated March 16, 2023 between the Corporation and the Investor (the "Subscription Agreement") and the terms of a subscription receipt agreement dated on or about the date hereof between the Corporation, Raymond James Ltd., BMO Nesbitt Burns Inc., Cormark Securities Inc. and the Investor (the "Subscription Receipt Agreement"), the Corporation has issued to the Investor on a private placement basis 15,000,000 subscription receipts (the "Subscription Receipts") convertible, upon satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), into common shares in the capital of the Corporation on the terms and conditions of the Subscription Agreement and the Subscription Receipt Agreement;
INTEGRA RESOURCES CORP. Common Shares EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 30th, 2020 • Integra Resources Corp. • Gold and silver ores • New York
Integra Resources Corp., a British Columbia corporation (the "Company"), confirms its agreement (this "Agreement") with Stifel, Nicolaus & Company, Incorporated ("Stifel" or the "Agent") with respect to the issuance and sale from time to time by the Company of shares (the "Shares") of the Company's common shares, no par value per share (the "Common Shares"), having an aggregate offering price of up to US$25,000,000 (the "Maximum Amount") through or to the Agent, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.
FIRST SUPPLEMENTAL CREDIT AGREEMENTCredit Agreement • March 8th, 2023 • Integra Resources Corp. • Gold and silver ores
WITNESSES THAT in consideration of the premises and of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
INTEGRA RESOURCES CORP. AND MILLENNIAL PRECIOUS METALS CORP. AND TSX TRUST COMPANYSupplemental Warrant Indenture • May 12th, 2023 • Integra Resources Corp. • Gold and silver ores
FOURTH SUPPLEMENTAL CREDIT AGREEMENTFourth Supplemental Credit Agreement • August 7th, 2024 • Integra Resources Corp. • Gold and silver ores
MILLENNIAL SILVER CORP., a corporation subsisting under the federal laws of Canada and extra-provincially registered in Ontario
