ITRG Integra Resources Corp

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024.

Commission File Number 001-39372

INTEGRA RESOURCES CORP.

(Exact Name of Registrant as Specified in Charter)

1050-400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F

☒

Form 40-F

☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐           

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXPLANATORY NOTE

Exhibits 99.1, 99.2, and 99.5 submitted with this Form 6-K are hereby incorporated by reference into Integra Resources Corp's Registration Statement on Form F-10 (File No. 333-276530).

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Integra Resources Corp.
Date:  May 14, 2024	/s/ Andree St-Germain       Andree St-Germain Chief Financial Officer

-2-

---

INDEX TO EXHIBITS

99.1	Management's Discussion and Analysis of Integra Resources Corp. for the three-month periods ended March 31, 2023 and 2024
99.2	Unaudited Interim Condensed Consolidated Financial Statements of Integra Resources Corp. for the three-month periods ended March 31, 2023 and 2024
99.3	Certification of Interim Filings Full Certificate of Integra Resources Corp. in connection with the filing of the interim financial report and interim MD&A by CEO
99.4	Certification of Interim Filings Full Certificate of Integra Resources Corp. in connection with the filing of the interim financial report and interim MD&A by CFO
99.5	Consent of Raphael Dutaut

---

---

 

 Integra Resources Corp.

 

Management's Discussion and Analysis

For the Three-Month Periods Ended

March 31, 2024 and 2023

Expressed in US Dollars

---

This portion of this quarterly report provides Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations, to enable a reader to assess material changes in financial condition and results of operations as at, and for the three-month period ended March 31, 2024, in comparison to the corresponding prior-year periods. The MD&A is intended to help the reader understand Integra Resources Corp. ("Integra", "we", "our" or the "Company"), our operations, financial performance, and present and future business environment. 

This MD&A has been prepared by management as at May 14, 2024 and should be read in conjunction with the unaudited interim condensed consolidated statements of Integra for the three-month periods ended March 31, 2024 and 2023 and the Company's audited consolidated financial statements of Integra for the years ended December 31, 2023 and 2022 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). Further information on the Company can be found on SEDAR+ at www.sedarplus.ca and the Company's website, www.integraresources.com.

For the purposes of preparing our MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances, including potential market sensitivity.

CORPORATE SUMMARY AND DESRIPTION OF THE BUSINESS

---

Integra Resources Corp. is one of the largest precious metals exploration and development companies in the Great Basin of the Western US. Integra is currently focused on advancing its two flagship oxide heap leach projects: the past producing DeLamar Project located in southwestern Idaho and the Nevada North Project, comprised of the Wildcat and Mountain View deposits, located in western Nevada. The Company also holds a portfolio of highly prospective early-stage exploration projects in Idaho, Nevada and Arizona. Integra's long-term vision is to become a leading US focused mid-tier high margin gold and silver producer.

As of May 14, 2024, the senior executives and directors of the Company were:

George Salamis Executive Chair

Jason Kosec President, CEO and Director

Andrée St-Germain Chief Financial Officer

Stephen de Jong Lead Director

Timo Jauristo Director

Anna Ladd-Kruger     Director

C.L. "Butch" Otter Director

Carolyn Clark Loder Director

Sara Heston Director

Eric Tremblay Director

The Company is incorporated under the Business Corporations Act (British Columbia) (the "BCBCA").

The Company's head office is located at 1050 - 400 Burrard Street, Vancouver, BC V6C 3A6 and its registered office is located at 2200 HSBC Building, 885 West Georgia Street Vancouver, BC V6C 3E8.

The Company trades on the TSX Venture Exchange ("TSX-V"), under the trading symbol "ITR" and trades in the United States on the NYSE American under the stock symbol "ITRG". The Company's warrants trade on the TSX-V under the symbol MPM.WT and ITR.WT.

---

The Company completed a 2.5 to 1 share consolidation on May 26, 2023 (the "Consolidation"). As a result, the share figures disclosed in this MD&A have been adjusted for the Consolidation.

The Company completed on May 4, 2023 a merger with Millennial Precious Metals Corp ("Millennial"), (the "Millennial Acquisition"). As a result of the transaction, Millennial has become a wholly-owned subsidiary of Integra.

Q1 2024 IN REVIEW AND RECENT EVENTS

---

CORPORATE

Royalty Transaction with Wheaton Precious Metals

On February 21, 2024, the Company announced that through its wholly-owned subsidiary, DeLamar Mining Company, it has entered into a binding agreement with Wheaton Precious Metals (Cayman) Co., a wholly-owned subsidiary of Wheaton Precious Metals Corp. ("Wheaton"), pursuant to which Wheaton will acquire a 1.5% net smelter returns royalty  ("NSR Royalty") on metal production from all claims of the DeLamar Project (comprised of the Delamar and Florida Mountain Deposits) for an aggregate cash purchase price of $9.75 million, to be paid in two installments. The first instalment of $4.875 million was received by Integra on March 8, 2024. The second installment of $4.875 million is expected to be received by Integra four months from the date of the first installment. Please refer to the February 21, 2024 and March 7, 2024 press releases for further details.

Equity Financing

On March 13, 2024, the Company completed a bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units at a price of C$0.90 per unit for aggregate gross proceeds of C$15 million (US$11 million). Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of C$1.20 for a period of 36 months from the closing of the offering. Please refer to the March 13, 2024 press release for further details.

Rich Gulch Land Acquisition

On March 8, 2024, Integra completed the acquisition of seventeen patented claims in the Rich Gulch area of the DeLamar Project. Control of the Rich Gulch claims will provide operational flexibility to the Company in future mining and processing scenarios. Under the terms of the purchase agreement, the Company acquired all of the interests in exchange for $2.1 million, which was satisfied through the issuance of 2,959,769 common shares of the Company. The shares issued are subject to trading restrictions. Please refer to the March 11, 2024 press release for further details.

DELAMAR PROJECT

Significant efforts were made to advance the feasibility study, especially to support the metallurgical results. The team is working on a "geo-metallurgical" model, incorporating knowledge from both geologists and metallurgists.

The geotechnical feasibility analysis was initiated in January and continued through out the quarter. Lab analyses were completed for most samples and rock mass characterization was commenced. Rigorous actions toward strategic mine planning, involving third party consultants including Whittle Consulting Inc., Respec and Forte Dynamic, are being conducted to generate a robust mine plan that ease execution, reduce technical, financial and execution risks and maximize project value. Discussions with major mining fleet manufacturers are being conducted to identify the innovative options available to the DeLamar Project. Metallurgy gap analysis was completed in Q1 2024 and testing programs developed for permeability and metallurgical testing; samples have been identified and testing has begun. A site visit was completed to one of Agnico-Eagle Mines Ltd's mining operations to witness a railveyor system in production. The railveyor system utilizes a light rail and ore carts to convey ore from the pit to the processing facility as a means of lowering operational expenses. This system was proposed in the PFS as an alternative to truck haulage. A trade-off study is expected in Q2.  Feasibility engineering groups worked with permitting consultants to update the Mine Plan of Operations ("MPO") for submission for completeness review.

---

Integra continued to coordinate monthly meetings with permitting agencies such as the BLM, IDEQ, IDWR, USACE, and the Third Party NEPA firm, as well as hosting an engineering and permitting review of the upcoming design and study area parameters of the updated MPO which will be submitted to the BLM in Q3 2024. All 2023 baseline studies that were submitted to the BLM and supporting Agencies for review and comments are still pending; the company expects receiving comments in Q2.  Integra continued to monitor the installed vibrating wire piezometers ("VWPs") in the proposed Florida Mountain and DeLamar Pit locations defined by engineering. Integra completed the Q1 surface water and groundwater sampling event in mid-March under heavy winter conditions at site. 

Integra continued its primary focus on the updated MPO which is scheduled to be submitted to the BLM in Q3 2024. Primary critical path items included re-engineering the Florida Mountain and DeLamar Pits, maximizing heap leach availability, development rock storage facilities ("DRSF") locations and configurations, and adding mine support features like growth media stockpiles and surface water runoff capture and storage facilities. Continued effort was placed on reclamation and closure planning, source term modeling of groundwater conditions for mining and closure, backfill sequencing for closure, site wide water balance and sources of makeup water for mine operations. Integra also outlined a surface water and groundwater Adaptive Water Management Plan Strategy to maximize water usage during operations.

NEVADA NORTH PROJECT

The exploration team worked on the planning and scoping for the upcoming 2024 Wildcat drilling program, with a focus on detail drilling campaign logistics and contractor selection. Drilling is expected to commence in late May. For the Nevada North's Exploration Plan of Operation, significant progress was made with Mountain View Deposit's permitting, resulting in a favorable jurisdictional determination from the U.S. Army Corps of Engineers. At the Wildcat Deposit, the Company prepared and submitted a draft Environmental Assessment to the BLM, setting the stage for the upcoming public comment period.

EXTERNAL AFFAIRS, SAFETY, ENVIRONMENTAL AND LAND

In Q1 2024, the External Affairs team was actively engaged in both Idaho and Nevada, focusing on legislative, Tribal Nation, and community stakeholder interactions. Key efforts included engaging with ranching communities surrounding interests such as grazing and water, meeting with Tribal Nation councils, and hosting community events. In Idaho, Integra engaged with 491 stakeholders in January, 777 in February, and 281 in March. In Nevada, the team concentrated on engagement efforts assisting the advancement of the Exploration Plan of Operations. The team engaged with local government and Tribal Nations to establish partnerships and prepare for future activities. Integra continued efforts to foster community relationships, particularly around economic development opportunities in the regions near the Nevada North Project. Integra has continued to show robust efforts in community integration, with the emphasis remaining on transparent communication and building resilience in our operations, supporting the Company's permitting goals and ESG commitments.

Integra DeLamar crews have been off to a great start in Q1 2024. Three minor near-miss incidents have been reported, and zero major or recordable incidents have been reported to date. The site's Total Recordable Injury Frequency Rate (TRIFR) is 0.0 at the end of Q1. Toolbox talks at the beginning of the shift and weekly site safety meetings continue to build an excellent safety culture at the DeLamar site.

---

Integra continued reclamation and reconciliation activities for all exploration drilling conducted on federal, state and private lands from 2020 to 2023 and conducted meeting with BLM and IDL to review levels of disturbance and develop a plan for the 2024 field season to review and initiate release of current bonded acreage.

Our land management activities were focused on the execution of a lease amendment for Cerro Colorado (delaying the purchase payment to 2026) and the closure of the Rich Gulch land acquisition, which added valuable claims to the DeLamar property.

2024 OUTLOOK

---

DeLamar Project

Feasibility Study

A feasibility study on the heap leach project which will include the mineralized stockpiles is expected in Q4 2024. The feasibility study will incorporate multiple trade-off studies as well as detailed capital and operating expense analysis. The Company has also engaged Whittle Consulting Pty Ltd. to further optimize the strategic mine plan and economical outcome through maximizing mining and processing efficiencies.

Permitting

The Company submitted its Preliminary MPO to the BLM in December 2023. The team is currently working with the BLM on revisions and/or updates and expects to submit a subsequent version of the MPO in Q3 2024 in anticipation of the BLM deeming it complete. Upon receipt of a completed MPO, the Company will move forward under a Notice to Intent ("NOI") and initiate the Draft Environmental Impact Statement ("DEIS") process.

During the DEIS portion of the National Environmental Policy Act ("NEPA") permitting process, the BLM will initiate a scoping period during which the BLM will conduct a more formal analysis on the environmental impacts proposed by the MPO at DeLamar. The Company's permitting schedule is currently on track and is projected to receive the Record of Decision ("ROD") by the end of 2026.

Nevada North Project

The first phase of the 2024 exploration program at Wildcat is expected to be approximately 2,000 meters and will test the high-grade breccia targets as well as focus on oxide expansion at several new mineralized targets outside the PEA pit area. The Company anticipates drilling activities to start in late May.

The Company believes high-grade epithermal feeder veins could be present below the mineralized tuff at Wildcat. An exploration plan to test these hydrothermal feeder vents will be executed during the summer. High-grade gold mineralization in hydrothermal breccias is generally hosted by permeable structural zones along the contact of the pipe and within more permeable breccia phases.

In addition, a portion of the drilling program will target specific metallurgical and geotechnical areas at Wildcat. These drill holes will provide additional material to confirm and improve some of the assumption used in the PEA.

In tandem with the drill program, the exploration team will complete geophysical, reinterpretation, additional mapping, field sampling and property wide 3D modeling. This work will be used in further economic studies at Wildcat.

---

PROPERTIES

---

The Company's flagship projects are the gold-silver DeLamar Project (comprised of the DeLamar and Florida Mountain deposits), and the gold Nevada North Project (comprised of the Wildcat and Mountain View deposits). The Company also holds a portfolio of highly prospective early-stage exploration projects in Idaho, Nevada and Arizona.

---

Idaho (all gold-silver projects):

DeLamar Project - Development stage

BlackSheep District - Exploration

War Eagle Property - Exploration

Nevada (all gold projects):

Nevada North Project -Exploration/ Development stage

Red Canyon Property - Exploration 

Ocelot Property - Exploration

Marr Property - Exploration

Eden Property - Exploration

Dune Property - Exploration

Arizona (copper project): 

Cerro Colorado Property - Exploration

(1) DeLamar Project, Idaho

The DeLamar Project consists of the neighboring DeLamar deposit and Florida Mountain deposit.

The bulk of the information in this section is derived from the "Technical Report for the DeLamar and Florida Mountain Gold - Silver Project, Owyhee County, Idaho, USA", dated October 31, 2023 with an effective date of August 25, 2023 (the "DeLamar Report"). The DeLamar Report is available for review under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. 

The DeLamar Report also includes the results of a pre-feasibility study ("PFS") and mineral reserve statement on the DeLamar Project previously included in the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ( "NI 43-101") technical report titled "Technical Report and Preliminary Feasibility Study for the DeLamar and Florida Mountain Gold - Silver Project, Owyhee County, Idaho, USA" dated March 22, 2022 with an effective date of January 24, 2022.  The results of the PFS and the mineral reserve statement included therein and reproduced in the DeLamar Report remain unaffected by the updated mineral resource included in the DeLamar Report.  The PFS and mineral reserve statement have an effective date of January 24, 2022.  Sections 15, 16, 17, 18, 19, 21, 22, 23, and 24 have been reproduced in the DeLamar Report and have an effective date of January 24, 2022.

Mineral Resources and Reserves

Mineral Resource Estimate

Mineral resources have been estimated for both the Florida Mountain and DeLamar deposit areas of the DeLamar project. 

---

Total DeLamar Project Gold and Silver Resources

Type	Class	Tonnes	Au g/t	Au oz	Ag g/t	Ag oz
Oxide	Measured	6,313,000	0.36	74,000	16.9	3,427,000
	Indicated	42,346,000	0.35	471,000	13.4	18,291,000
	Inferred	11,132,000	0.28	99,000	7.8	2,795,000
	Meas + Ind	48,659,000	0.35	545,000	13.9	21,718,000
Mixed	Measured	10,043,000	0.42	136,000	21.8	7,032,000
	Indicated	60,136,000	0.35	672,000	15.0	29,010,000
	Inferred	8,533,000	0.27	74,000	8.4	2,302,000
	Meas + Ind	70,179,000	0.37	808,000	16.5	36,042,000
NonOxide	Measured	21,056,000	0.51	345,000	32.8	22,198,000
	Indicated	65,486,000	0.45	943,000	22.2	46,640,000
	Inferred	18,561,000	0.38	229,000	14.0	8,371,000
	Meas + Ind	86,542,000	0.46	1,288,000	24.7	68,838,000
Stockpiles	Measured	-	-	-	-	-
	Indicated	42,455,000	0.22	296,000	11.8	16,149,000
	Inferred	4,877,000	0.17	26,000	9.8	1,535,000
	Meas + Ind	42,455,000	0.22	296,000	11.8	16,149,000
Total Resources	Measured	37,412,000	0.46	554,000	27.2	32,657,000
	Indicated	210,424,000	0.35	2,381,000	16.3	110,091,000
	Inferred	43,101,000	0.31	428,000	10.8	15,002,000
	Meas + Ind	247,836,000	0.37	2,935,000	18.1	142,748,000

Notes:

1. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

2. In-situ oxide and mixed and all stockpile mineral resources are reported at a 0.17 and 0.1 g AuEq/t cut-off, respectively, in consideration of potential open-pit mining and heap-leach processing.

3. Non-oxide mineral resources are reported at a 0.3 g AuEq/t cut-off at DeLamar and 0.2 g AuEq/t at Florida Mountain in consideration of potential open pit mining and grinding, flotation, ultra-fine regrind of concentrates, and either Albion or agitated cyanide-leaching of the reground concentrates.

4. The mineral resources are constrained by pit optimizations.

5. Gold equivalent grades were calculated using the metal prices and recoveries presented in Table 14.18 and Table 14.19 of the DeLamar Report.

6. Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grades, and contained metal content.

7. The effective date of the mineral resources is August 25, 2023.

8. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

The project mineral resources are inclusive of the mineral reserves discussed below.  Mineral resources that are not mineral reserves do not have demonstrated economic viability. 

Mineral Reserve Estimate

Mineral reserves have been calculated for both the Florida Mountain and DeLamar deposits of the DeLamar Project.  The relevant author of the DeLamar Report has used measured and indicated mineral resources as the basis to define mineral reserves for both the DeLamar and Florida Mountain deposits.  Mineral reserve definition was done by first identifying ultimate pit limits using economic parameters and pit optimization techniques.  The resulting optimized pit shells were then used for guidance in pit design to allow access for equipment and personnel.  The relevant author of the DeLamar Report then considered mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors for defining the estimated mineral reserves. 

---

Total proven and probable mineral reserves for the DeLamar Project from all pit phases are 123,483,000 tonnes at an average grade of 0.45 g Au/t and 23.27 g Ag/t, for 1,787,000 ounces of gold and 92,403,000 ounces of silver.  The mineral reserves point of reference is the point where material is fed into the crusher.

Total Proven and Probable Mineral Reserves, DeLamar and Florida Mountain Deposits

	Classification	K Tonnes	g Au/t	K Ozs Au	g Ag/t	K Ozs Ag	Block Value
Oxide	Proven	3,295	0.39	41	17.39	1,842	19.34
	Probable	31,486	0.37	375	15.24	15,426	17.93
	P&P	34,782	0.37	416	15.44	17,268	$ 18.06
Mixed	Proven	7,741	0.49	122	25.75	6,409	23.72
	Probable	49,718	0.40	637	17.29	27,632	18.29
	P&P	57,459	0.41	759	18.43	34,042	$ 19.02
Non-oxide	Proven	7,321	0.65	153	53.15	12,511	39.33
	Probable	23,921	0.60	459	37.16	28,582	33.81
	P&P	31,243	0.61	612	40.91	41,093	$ 35.11
Total	Proven	18,358	0.54	316	35.18	20,763	$ 29.16
	Probable	105,126	0.44	1,471	21.20	71,640	$ 21.71
	P&P	123,483	0.45	1,787	23.27	92,403	$ 22.82

Notes:

• Florida Mountain deposit oxide leach cutoff grade value of $3.55/t.
• Florida Mountain deposit mixed leach cutoff grade value of $4.20/t.
• Florida Mountain deposit non-oxide mill cutoff grade value of $10.35/t.
• DeLamar deposit oxide leach cutoff grade value of $3.65/t
• DeLamar deposit mixed leach cutoff grade value of $4.65/t.
• DeLamar deposit non-oxide mill cutoff grade value of $15.00/t.

4. The Mineral reserves point of reference is the point where is material is fed into the crusher.

5. The effective date of the mineral reserves estimate is January 24, 2022.

6. All ounces reported herein represent troy ounces, "g/t Au" represents grams per gold tonne and "g/t Ag" represents grams per silver tonne.

7. Columns may not sum due to rounding.

8. The estimate of mineral reserves may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues.

9. Energy prices of $2.50 per gallon of diesel and $0.065 per kWh were used.

The mineral reserve statement has an effective date of January 24, 2022 and is unaffected by the mineral resource update included in the DeLamar Report. 

(2) Nevada North Project, Nevada

The bulk of the information in this section is derived from the "NI 43-101 Technical Report Preliminary Economic Assessment for the Wildcat and Mountain View Projects, Pershing and Washoe Counties, Nevada, USA", dated July 30, 2023 with an effective date of June 28, 2023 (the "Nevada North Project Report"). The Nevada North Project Report is available for review under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. 

The Nevada North Project Report includes the results of the preliminary economic assessment ("PEA") for the combined Wildcat and Mountain View deposits and mineral resource statement for the Nevada North Project. The Nevada North Project Report PEA highlights include:

• After-tax Net Present Value ("NPV")(5%) of $309.6 million and 36.9% after-tax Internal Rate of Return ("IRR") using base case metal prices of $1,700/oz Au and $21.50/oz Ag

• Wildcat & Mountain View deposits generate combined annual production of ~94koz AuEq from year 1-5 with average annual production of 80koz AuEq over the 13 year Life-of-Mine ("LOM")

---

• LOM payable metals from Wildcat & Mountain View deposits of 1,043koz AuEq

• LOM site level cash costs of $882/oz AuEq on a co-product basis; LOM site level all-in sustaining cash costs ("AISC") of $973/oz AuEq on a co-product basis

• Year-1 initial capex of $115 million to begin operations at Wildcat

• Average oxide and transitional heap leach Au recovery of 71.4% at Wildcat deposit and 77.1% at Mountain View deposit

• Low combined LOM strip ratio of 1.21 (Wildcat deposit standalone strip ratio of 0.28)

• Total net free cash flow generated of $485 million over the LOM with average net annual free cash flow of $46 million from year 1-13

Mineral Resources

Wildcat Mineral Resource Estimate

The qualified persons have classified the Wildcat deposit mineral resource estimate as indicated, and inferred mineral resources, based on data density, search ellipse criteria and interpolation parameters. The resource estimate is considered to be a reasonable representation of the mineral resources of the Wildcat deposit, based on the currently available data and geological knowledge. The mineral resource estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves. The effective date of the mineral resource estimate is June 28, 2023.

Wildcat Deposit Mineral Resource Estimate Statement

Notes:

1. Effective date of the mineral resource estimate is June 28, 2023.

2. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

3. The estimate is reported for an open-pit mining scenario, based upon reasonable assumptions. The cut-off grade of 0.15 g/t Au was calculated using a gold price of $1,800/oz, mining costs of $2.4/t, processing cost of $3.7/t, G&A costs of $0.5/t, and metallurgical gold recoveries varying from 73.0% to 52.0% and silver recoveries of 18%. The gold equivalent figures in the resource estimate are calculated using the formula (g/t Au + (g/t Ag ÷ 77.7)).

4. An average bulk density of 2.6 g/cm3 was assigned to all mineralized rock types.

5. The Inverse Distance cubed interpolation was used with a parent block size of 15.24 m x 15.24 m x 9.144 m.

6. Rounding as required by reporting guidelines may result in minor apparent discrepancies between tonnes, grades, and contained metal content.

7. The estimate of mineral resources may be materially affected by geological, environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

8. Neither the Company nor the qualified person responsible is aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing or other relevant issue that could materially affect the mineral resource estimate other than any information already disclosed in the Nevada North Project Report.

Mountain View Mineral Resource Estimate

The qualified persons have classified the Mountain View deposit mineral resource estimate as indicated and inferred mineral resources based on data density, search ellipse criteria and interpolation parameters. The estimate is considered to be a reasonable representation of the mineral resources of the Mountain View deposit, based on the currently available data and geological knowledge. The mineral resource estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves. The effective date of the mineral resource estimate is June 28, 2023.

---

Mountain View Deposit Mineral Resource Estimate Statement

Notes:

1. Effective date of the mineral resource estimate is June 28, 2023.

2. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

3. The estimate is reported for an open-pit mining scenario, based upon reasonable assumptions. The cut-off grade of 0.15 g/t Au was calculated using a gold price of $1,800/oz, mining costs of $1.67/t to $2.27/t, processing cost of $3.1/t, G&A costs of $0.4/t, and metallurgical gold recoveries varying from 30.0% to 86.0% with a silver recovery of 20%. Gold equivalent in the mineral resource estimate is calculated using the formula (g/t Au + (g/t Ag ÷ 77.7)).

4. An average bulk density of 2.6 g/cm³ was assigned to all mineralized rock types.

5. Inverse Distance cubed interpolation was used with a parent block size of 7.62 m x 7.62 m x 6.10 m.

6. Rounding as required by reporting guidelines may result in minor apparent discrepancies between tonnes, grades, and contained metal content.

7. The estimate of mineral resources may be materially affected by geological, environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

8. Neither the Company nor the qualified person responsible is aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing, or other relevant issue that could materially affect the mineral resource estimate other than any information already disclosed in the Nevada North Project Report.

(3) BlackSheep District, Idaho

On February 14, 2019, Integra announced the acquisition of a highly prospective trend of multiple epithermal centers 6 km to the northwest of the DeLamar Project, a trend now referred to as the BlackSheep District ("BlackSheep" or the "District"). The District was identified in part during site visits and research by renowned epithermal geologists Dr. Jeff Hedenquist and Dr. Richard Sillitoe. Dr. Sillitoe and Dr. Hedenquist, along with Integra's exploration team led by Dr. Max Baker, mapped the area and interpreted the District to have undergone very limited erosion since the mid-Miocene mineralization event, suggesting the productive zone of mineralization is potentially located approximately 200 m beneath the surface. Minimal historical exploration did encounter gold-silver in BlackSheep; however, historic drilling was shallow, less than 100 m vertical on average, and did not enter the theorized productive zone.

The BlackSheep District to the northwest of the DeLamar deposit is comparable in geographical size to both the DeLamar and Florida Mountain deposits combined. The nature of the mineralization and alteration in BlackSheep includes extensive sinter deposits surrounding centers of hydrothermal eruption breccia vents associated with high-level coliform banded amorphous to chalcedonic silica with highly anomalous gold, silver arsenic, mercury, antimony and selenium values. In addition to some preliminary rock chip sampling, Integra completed an extensive soil geochemistry grid over the BlackSheep District showing highly anomalous gold and silver trends over significant lengths.

(4) War Eagle Property, Idaho

On January 21, 2019, Integra announced that, through its wholly owned subsidiary, DeLamar Mining Company, it entered into an option agreement with Nevada Select Royalty, Inc. ("Nevada Select"), a wholly owned subsidiary of Gold Royalty Corp.to acquire Nevada Select's interest in a State of Idaho Mineral Lease encompassing the War Eagle gold-silver Deposit ("War Eagle") situated 3 km east of Integra's Florida Mountain deposit. Upon exercise of the option (exercised in December 2022), Nevada Select transferred its right, title and interest in the State Lease to DeLamar Mining Company.

---

In the War Eagle Mountain District, Integra had previously acquired the Carton Claim group comprising of six patented mining claims covering 45 acres and located 750 m north of the State Lease.

War Eagle Mountain has a rich history of high-grade gold-silver production dating back to the late 1800's. The War Eagle-Florida-DeLamar geological settings, all hosting low sulphidation epithermal gold-silver are genetically related to the same mineralization forming event that occurred roughly 16 million years ago. The local geology and ore mineralogy found within the low sulphidation epithermal veins on War Eagle Mountain are similar to the regimes found at DeLamar and Florida Mountain to the west. The key difference is the host rock. Historically mined gold and silver in high grade veins at War Eagle was predominately mined and hosted by late Cretaceous age granitic rock. It should be noted that historically, the veins of War Eagle Mountain were of far higher grade compared to any other mining operations in the district, including DeLamar and Florida Mountain. Past production on these high-grade vein systems has outlined strike lengths in excess of 1 km and depth extents of up to 750 meters or more.

Please refer to press release dated November 19, 2020 for drilling results.

(5) Red Canyon Property, Nevada

The Red Canyon property is located within the Antelope (Eureka) mining district in Nevada, 52 km northwest of Eureka. The property can be accessed from the town of Eureka by following US Highway 50 west for 40km to 3 Bar Road. This road is then followed north for approximately 50km to the intersection with the Red Canyon access road. Local roads and dirt tracks lead south and east to the main areas of interest on the Red Canyon property. The 6,650-acre land package consists of 348 unpatented claims. The claims are publicly owned lands administered by the U.S. BLM. Gold mineralization at Red Canyon is sediment-hosted, Carlin-style, including deeply oxidized bodies overlying sulfide mineralization. Currently there are no defined mineral resources at Red Canyon, but there are 10 drill-ready targets.

(6) Ocelot Property, Nevada

The Ocelot (historically known as Zeno) property is located within the Shoshone Mountains in Nevada, 57km southwest from the world class Au deposits at Pipeline/Cortez. The 3,515-acre land package consists of 172 unpatented claims on publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Ocelot is strongly representative of a low sulfidation epithermal Au/Ag system, hosted in the Valmy Formation and volcano-sedimentary units overlying local quartzite basement rocks. Several target areas display broad zones of alteration including argilization (quartz-illite) and intense silicification with boiling textures, characteristic of the upper levels in epithermal systems. Several promising target zones at Ocelot display encouraging Au, As, Hg, and other pathfinder element data from previous sampling programs. Mapping reports broad zones of silicification and sinter on the property with assays up to 200 ppb Au. Historical shallow drilling reported intersections up to 0.01 opt Au associated with micro breccia veinlets.

(7) Marr Property, Nevada

The Marr property is located within Antelope Valley, Nevada, located 60km southwest from the world-class Pipeline deposit. The 1,921-acre land package consists of 93 unpatented claims. The claims are publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Marr is believed to be a low sulfidation, epithermal Au/Ag epithermal. The target area is covered, with historical drilling reporting zones of broad argillic alteration and high-level exposures of a low-sulfidation system, as characterized by chalcedony and opaline veining with sinter terraces. Anomalous Au and pathfinder elements in high-level quartz-chalcedony veins with boiling textures are common.

---

(8) Eden Property, Nevada

The Eden property is located on the northwestern side of the East Range in the western Nevada rift, along the Sleeper-Sandman trend. Eden is located 22km southwest of the Town of Winnemucca within Pershing and Humboldt Counties. The 1,223-acre land package consists of 68 unpatented claims. The claims are publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Eden represents a low sulfidation, epithermal Au/Ag system. The property can be accessed by a frontage road along Interstate 80. The target is hosted in permeable Cenozoic volcanic and sedimentary rocks cut by basaltic dikes with quartz veins along through-going "plumbing structures".

(9) Dune Property, Nevada

The Dune property is located in the Humboldt River Valley in the western Nevada rift, along the Sleeper - Sandman trend. Dune is located 18km southwest of the Town of Winnemucca within Humboldt County. The 644-acre land package consists of 36 unpatented claims. The claims are publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Dune consists of low sulfidation, epithermal Au-Ag typical of significant economic Au-Ag deposits of this region of Nevada. The property can be accessed via Jungo Road west from Winnemucca and then by an unimproved road approximately 3km to the south. The target concept is a structurally- and stratigraphically-controlled low sulfidation gold system, hosted by permeable Cenozoic volcanic and sedimentary rocks. A large part of the property is covered by quaternary gravels.

(10) Cerro Colorado Property, Arizona

The Cerro Colorado property is located within a historic silver mining district, 70km southwest of Tucson, Arizona and is situated along the Laramide porphyry copper belt. Cerro Colorado is located 26km southwest of the historical Pima Mining District, which contains several active porphyry copper and skarn mining operations. Seven distinct areas of interest comprise the combined 10,097-acre land package, consisting of 229 unpatented claims on lands administered by the BLM and 14 Arizona State Land Department (ASLD) mineral leases situated on State of Arizona Lands. Cerro Colorado hosts numerous historical mining operations that exploited Ag-Au (±Cu)-bearing veins hosted by Jurassic and early Laramide volcanic rocks. District-scale and local alteration patterns indicate potential for porphyry copper mineralization within intrusive units beneath the volcanic host rocks. Limited historical drilling in intrusive units adjacent to Integra's areas done by Phelps Dodge and Mine Finders reported weakly mineralized porphyry copper intrusions. Recent academic work in the area suggests a lack of Cenozoic extension and dismemberment in the district, preserving the Ag-Au veins and associated deeper porphyry copper systems upright and intact below older volcanic rocks.

---

SELECTED CONSOLIDATED FINANCIAL INFORMATION

---

The following table sets forth selected consolidation information of the Company as of March 31, 2024, December 31, 2023, and 2022, prepared in accordance with IFRS. The selected consolidated financial information should be read in conjunction with the Company's audited annual consolidated financial statements for the years ended December 31, 2023 and 2022.

	Three-Months Ended March 31, 2024 $	Year Ended December 31, 2023 $	Year Ended December 31, 2022 $
Exploration and evaluation expenses	(3,309,413)	(22,009,119)	(13,467,035)
Operating loss	(5,195,819)	(28,430,663)	(19,212,921)
Other expense	(298,758)	(585,606)	(594,100)
Net loss	(5,494,577)	(29,016,269)	(19,807,021)
Net loss per share	(0.08)	(0.52)	(0.71)
Other comprehensive income (loss)	43,912	77,070	(663,590)
Comprehensive loss	(5,450,665)	(28,939,199)	(20,470,611)
Cash and cash equivalents	16,662,311	8,815,290	15,919,518
Exploration and evaluation assets	59,495,204	68,402,183	40,801,924
Total assets	85,926,760	82,388,987	61,422,237
Total current liabilities	15,133,062	16,671,379	15,390,668
Total non-current liabilities	23,243,592	25,197,362	24,708,404
Working capital (deficit) *	7,319,137	(6,803,922)	1,603,220
Working capital - excluding
convertible debt liability	17,915,491	3,839,810	11,651,434

*Working capital includes convertible debt liability. The convertible debt is required to be included under short term liabilities given that it is convertible at the option of the lender. The maturity of the convertible debt is August 2025 and the Company has the option to extend the term by an additional 12 months.

In the year ended December 31, 2023, the Company reclassified its site support costs from general and administration expenses to exploration and evaluation expenses. The new classification has not impacted the operating loss, as the Company expenses all exploration and evaluation costs. Comparative numbers have been reclassified to conform with the current's period reclassification.

The operating losses for the three-month period ended March 31, 2024 and years ended December 31, 2023 and 2022 were mostly driven by exploration and evaluation expenses, as well as head office G&A expenses.

Other expenses for the three-month period ended March 31, 2024 was mostly driven by the interest and accretion expenses related to the convertible debt (non-cash), reclamation accretion expenses (non-cash), and foreign exchange loss, partly offset by interest and rent income and change in fair value of derivatives (non-cash). Other expenses for the years ended December 31, 2023 and 2022 was mostly driven by the interest and accretion expenses related to the convertible debt (non-cash), and reclamation accretion expenses (non-cash), partly offset by interest and rent income, change in fair value of derivatives (non-cash), and foreign exchange gain.

Other comprehensive income (loss) amounts are related to the foreign exchange translation adjustment.

Total assets as at March 31, 2024 increased compared to as at  December 31, 2023 mostly due cash increase resulting from the March 2024 equity financing and the first instalment for the sale of the NSR Royalty received in March 2024. That increase was partly offset by decreased exploration and evaluation assets in the current quarter, mostly due to the NSR Royalty. Total assets as at December 31, 2023 increased compared to as at December 31, 2022, mostly due to an increase in exploration and evaluation assets as a result of the Millennial Acquisition. 

---

Working capital as at March 31, 2024 increased compared to the year ended December 31, 2023 mostly due to cash increase resulting from the March equity financing and the first instalment of the NSR Royalty received in March. The Company's working capital as at March 31, 2024, excluding the convertible debt liability, was $17,915,491. Working capital in the year ended December 31, 2023 decreased compared to the year ended December 31, 2022 mostly due to cash expenditures on increased exploration and evaluation activities.

Total current liabilities slightly decreased as at March 31, 2024 compared to the year ended December 31, 2023, as a result of a decrease in trade and other payables and due to related parties. Total current liabilities slightly increased as at December 31, 2023 compared to as at December 31, 2022, as a result of an increase in convertible host liability (due to increased loan interest rate), increases in trade and other payables and due to related parties. These increases were partially offset by a decrease in the convertible derivative component (due to a decrease in share price).

Total non-current liabilities slightly decreased as at March 31, 2024 compared to the year ended December 31, 2023 mostly due to a decrease in long-term reclamation liability. Total non-current liabilities slightly increased as at December 31, 2023 compared to as at  December 31, 2022 mostly due to the reclamation liability increase and an increase in long-term lease liability, due to the Millennial Acquisition in 2023.

Exploration and Evaluation Assets Summary:

		Idaho Properties			Nevada & Arizona Properties			Total
Balance at December 31, 2022	$	40,801,924		$	-		$	40,801,924
Land acquisitions/option payments		39,000			2,800,000			2,839,000
Millennial acquisition		-			24,523,830			24,523,830
Legal fees		93,882			12,014			105,896
Reclamation adjustment*		16,486			-			16,486
Depreciation**		(7,403	)		-			(7,403	)
Total		40,943,889			27,335,844			68,279,733
Advance minimum royalty		97,450			25,000			122,450
Balance at December 31, 2023		41,041,339			27,360,844			68,402,183
Land acquisitions/option payments		15,000			125,000			140,000
Rich Gulch acquisition		2,100,000			-			2,100,000
Sale of NSR Royalty		(9,750,000	)		-			(9,750,000	)
Millennial acquisition		-			18,821			18,821
Legal & accounting and tax fees		348,806			36,318			385,124
Reclamation adjustment*		(1,846,428	)		-			(1,846,428	)
Depreciation**		(1,846	)		-			(1,846	)
Total		31,906,871			27,540,983			59,447,854
Advance minimum royalty		47,350			-			47,350
Balance at March 31, 2024	$	31,954,221		$	27,540,983		$	59,495,204

*Reclamation adjustment is the change in present value of the reclamation liability, mainly due to changes to inflation rate and discount rate.
**A staff house building with a carrying value of $187,150 has been included in the DeLamar property. This building is being depreciated.

The Company spent $3,309,413 in exploration and evaluation activities during the three-month period ended March 31, 2024 (March 31, 2023 - $5,385,055). In the 2023 fiscal year, the Company reclassified its site support costs to the Exploration and Evaluation expenses. These costs include all the support staff (such as site accounting team, site management, safety, equipment operators, etc) and project related G&A costs (such as fees on the surety bond, insurance, staff house, Boise office, rental apartment, software and other G&A fees). Historically, the Company has classified those costs as "General & Administration" expenses in the Consolidated statements of operations and comprehensive loss. The reclassification does not impact the operating loss, as the Company also expenses Exploration and Evaluation costs. Comparative numbers have been reclassified to conform with the current's period reclassification. Recognizing that site support costs are integral to the exploration and development project activities, management has carefully evaluated this alignment and concluded that classifying these expenses under Exploration and Evaluation Expenses offers a more accurate and transparent reflection of the nature of those costs. The site support expenses are now reported in the table below.

---

The following tables outline the Company's exploration and evaluation expense summary for the three-month periods ended March 31, 2024 and 2023:

Exploration and Evaluation Expense Summary (Q1 2024):

		Idaho Properties
March 31, 2024		DeLamar Project			Other Idaho Deposits			Joint Expenses			Total Idaho Properties
Exploration drilling - other drilling labour & related costs		1,649			-			-			1,649
Metallurgical drilling - other drilling		5,568			-			-			5,568
labour & related costs
Other exploration expenses*		157,135			-			-			157,135
Other development expenses**		460,789			-			-			460,789
Land***		103,037			22,602			36,888			162,527
Permitting		681,150			-			-			681,150
Metallurgical test work		69,424			-			-			69,424
Technical reports and engineering		821,310			-			-			821,310
External affairs/Community engagement		118,945			-			-			118,945
Site support expenses****		476,906			-			-			476,906
Total	$	2,895,913		$	22,602		$	36,888		$	2,955,403

*Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

  **Includes development G&A expenses and payroll

  ***Includes BLM and IDL annual fees, consulting, property taxes, legal, etc. expenses

  ****Includes site G&A expenses

		Nevada & Arizona Properties (post-acquisition period)
March 31, 2024		Nevada North Project			Other Nevada & Arizona			Total Nevada & Arizona Properties
Other exploration expenses*		83,119			13,342			96,461
Other development expenses**		69,334			-			69,334
Land***		16,066			5,321			21,387
Permitting		121,313			-			121,313
Metallurgical test work		1,100			-			1,100
External affairs/Community engagement		9,464			-			9,464
Site support expenses****		34,951			-			34,951
Total	$	335,347		$	18,663		$	354,010

*Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

**Includes development G&A expenses and payroll

***Includes BLM and Arizona State Lands Department annual fees, consulting, property taxes, legal, etc.  expenses

****Includes site G&A expenses

---

Exploration and Evaluation Expense Summary (Q1 2023):

		Idaho Properties
March 31, 2023		DeLamar Project			Other Idaho Deposits			Joint Expenses			Total
Contract exploration drilling	$	1,486,745		$	-		$	-		$	1,486,745
Contract condemnation drilling		123,034			-			-			123,034
Contract geotech drilling		231,340			-			-			231,340
Exploration drilling - other drilling labour & related costs		684,840			-			-			684,840
Condemnation drilling - other		41,260			-			-			41,260
drilling - labour & related costs
Other exploration expenses*		254,778			-			-			254,778
Other development expenses**		549,084			-			-			549,084
Land***		97,739			22,602			13,617			133,958
Permitting		927,960			-			-			927,960
Metallurgical test work		54,332			18,037			-			72,369
Technical reports and engineering		286,637			-			-			286,637
External affairs / Community engagement		85,593			-			-			85,593
Site support expenses****		507,457			-			-			507,457
Total	$	5,330,799		$	40,639		$	13,617		$	5,385,055

*Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

**Includes development G&A expenses and payroll

***Includes BLM and IDL annual fees, consulting, property taxes, legal, etc. expenses

****Includes site G&A expenses

RESULTS OF OPERATIONS         

---

THREE-MONTH PERIOD ENDED MARCH 31, 2024

Net loss for the three-month period ended March 31, 2024 was $5,494,577 and the comprehensive loss $5,450,665, compared to a net loss of $6,643,231 and a comprehensive loss of $6,659,130 for the three-month period ended March 31, 2023.

Overall, operating expenses were lower in the current three-month period mostly due to a decrease in exploration and evaluation expenses. Other expenses were higher in the current three-month period comparing to the same period last year mostly due to higher convertible interest and accretion expenses, lower interest income, lower change in fair value of derivatives (non-cash), and foreign exchange loss vs foreign exchange gain in the comparative period. The variances between these two periods were primarily due to the following items:

• Exploration and evaluation expenses: the Company incurred $3,309,413 in exploration and evaluation expenses during the current quarter (March 31, 2023 - $5,385,055). The difference is mostly due to decreased drilling activities in the current three-month period.

• Stock based compensation: these expenses amounted to $443,750 in the current three-month period (March 31, 2023 - $287,940). The variance is due to the timing of vesting of equity incentive awards granted from 2018 to 2023.

---

• Compensation and benefits: these expenses amounted to $630,858 in the current three-month period (March 31, 2023 - $487,006). The increase is mostly due to the salary expenses and bonus accruals in the current three-month period for the new corporate employees retained in connection with the Millennial Acquisition.

• Professional fees: the Company incurred $185,920 in expenses during the current three-month period (March 31, 2023 - $117,045). The difference is mostly due to higher audit, accounting, tax, financial and consulting fees in the current period. 

Operating Activities

Net cash used by the Company in operating activities for the current quarter ended March 31, 2024 was $6,822,676 (March 31, 2023 - $6,074,828).  The variance between 2024 and 2023 quarters was mostly driven by accounts payable and due to related parties.

Investing Activities

Net cash provided by the investing activities for the current quarter ended March 31, 2024 was $4,483,995 (March 31, 2023 (used in) - $315,264). The difference between 2024 and 2023 quarters was mostly due a cash received from the sale of the net smelter return royalty in the current quarter.

Financing Activities

Net cash provided by financing activities in the current quarter ended March 31, 2024 was $10,141,790 (March 31, 2023 (used in) - $649,052). The difference between 2024 and 2023 quarters was mostly due to the equity financing completed in 2024. The Company raised gross proceeds of approximately $11 million in 2024 through a bought deal public offering.

The Company raised total net proceeds of approximately $19.6 million in March 2024 through a $9.9 million bought deal financing and $9.7 million via the sale of a 1.5% NSR to Wheaton (of which a first installment of $4.8mm was received in March 2024). The table below summarized the expected use of proceeds including: 

March 2024 Financing	Expected Use of Proceeds ($M) (1) March 2024 to February 2025	Actual Use of Proceeds ($M) (2) March 2024 to February 2025	Variance ($M) (3)
DeLamar Project
Land Compliance and Site G&A	$2.4	$2.5	$0.1
Development ( incl Engineering/Permitting)	$8.3	$8.5	$0.2
Exploration	$0.4	$0.4	$ -
Ongoing Reclamation / Water Treatment	$0.9	$1.0	$0.1
Nevada North
Land Compliance and Site G&A	$1.0	$1.1	$0.1
Development ( incl Engineering/Permitting)	$1.7	$1.5	($0.2)
Exploration	$1.8	$1.8	$ -
Corporate G&A	$3.1	$2.8	($0.3)
Total	$19.6	$19.6	$0.00

(1) Net proceeds disclosed in March 7, 2024 financing prospectus of C$26.4 million = US$19.6 million (March 7 exchange rate of 0.7422). Assumes full exercise of the over-allotment and both installments of the Wheaton royalty sale.

(2) Actual use of proceeds figures include March 2024 actual expenditures and estimates from April 2024 to February 2025.

(3) Immaterial variance between disclosed expected use of proceeds and actual use of proceeds.

---

SUMMARY OF SELECTED QUARTERLY INFORMATION

---

The following table sets forth selected quarterly financial information for each of the last eight quarters *.

Quarter Ending	Revenue ($)	Net Loss ($)	Net Loss Per Share ($)
March 31, 2024	Nil	(5,494,577)	(0.08)
December 31, 2023	Nil	(6,996,163)	(0.10)
September 30, 2023	Nil	(8,073,415)	(0.12)
June 30, 2023	Nil	(7,303,460)	(0.11)
March 31, 2023	Nil	(6,643,231)	(0.19)
December 31, 2022	Nil	(6,204,720)	(0.20)
September 30, 2022	Nil	(3,305,706)	(0.11)
June 30, 2022	Nil	(4,509,761)	(0.17)

*Previous quarters net loss per share data adjusted to reflect the 2.5 to 1 share consolidation completed in May 2023.

The net loss for last eight quarters was mostly driven by exploration and evaluation expenses, corporate G&A expenses (such as compensation, corporate development and marketing, office and administration, professional, and regulatory fees), and stock-based compensation expenses (non-cash item), partly offset by interest and rent income.  A foreign exchange gain was recorded in the first, second, and fourth quarters of 2023 and second and third quarters of 2022. The net loss for all quarters since the third quarter of 2022 also included accretion expenses and interest expense accrual related to the convertible debt, as well as change in fair value of derivatives (all three are non-cash items).

LIQUIDITY AND CAPITAL RESOURCES

---

The Company does not have a mineral property in production and consequently does not receive revenue from the sale of precious metals. The Company currently has no operations that generates cash flow.  The Company has financed its operations primarily through the issuance of share capital, convertible debt and just recently, the sale of an NSR. The continued operations of the Company are dependent on its ability to complete sufficient public equity financings, the availability of its convertible loan facility or generate profitable operations in the future.

The Company's working capital, including the convertible debt liability as of March 31, 2024 was $7,319,137 (December 31, 2023 - working capital deficit $6,803,922). The Company's working capital, excluding the convertible debt liability as of March 31, 2024 was $17,915,491 (December 31, 2023 - working capital $3,839,810).  Working capital as at March 31, 2024 increased compared to as at December 31, 2023 mostly due to a cash increase resulting from an equity financing and a net smelter return royalty in Q1 2024.

The Company actively manages its liquidity using budgeting based on expected cash flows to ensure there are appropriate funds for meeting short term obligations during the year. 

FINANCIAL INSTRUMENTS

---

A description of financial instruments and their fair value is included in the audited consolidated financial statements for the  years ended December 31, 2023 and 2022, filed on SEDAR+ at www.sedarplus.ca  and on Integra's website at www.integraresources.com.

---

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

---

There are a number of net smelter returns, royalties, advance minimum royalties, annual claim filings, and work commitments on the Company's properties. Summaries of all those commitments are included in Note 14 of the Company's unaudited interim condensed consolidated financial statements for the three-month periods ended March 31, 2024 and 2023.

Other Commitments

The Company's other commitments at March 31, 2024 are as follows:

Commitments and contractual obligations (in millions of $) (1)		Less than one year commitment			1 - 3 years commitment			4 - 5 years commitment			Over 5 years commitment			Total
Convertible debenture (2)	$	0.5		$	13.7		$	-		$	-		$	14.2
Material land payments (3)		1.2			7.3			-			-			8.5
Total	$	1.7		$	21.0		$	-		$	-		$	22.7

(1) Undiscounted cash expenditures

(2) Includes interest payments (payable in cash or shares, at the Company's option) and principal repayment.

(3) Includes payments of $1.8 mm for Red Canyon and $2.2 mm for Cerro Colorado. Both are optional payments, and payable only if we decide to acquire the properties.

TRANSACTIONS WITH RELATED PARTIES

---

Related parties include the Board of Directors, CEO, CFO, and enterprises that are controlled by these individuals.

As March 31, 2024, $238,256 (December 31, 2023 - $1,158,454) was due to related parties for payroll expenses, consulting fees, bonuses accruals, vacation accruals and other expenses.  Receivables from related parties (related to rent and office expenses) as of March 31, 2024 were $31,825 (December 31, 2023 - $20,643) and was recorded in receivables.

Key Management Compensation:

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors, CEO, and CFO.

Remuneration attributed to executives and directors for the three-month periods ended March 31, 2024 and 2023 were as follows: 

		March 31, 2024			March 31, 2023
Short-term benefits*	$	370,910		$	443,389
Associate companies**		(11,344	)		3,113
Stock-based compensation		257,474			194,439
Total	$	617,040		$	640,941

*Short-term employment benefits include salaries, consulting fees, vacation accruals and bonus accruals for key management. It also includes directors' fees for non-executive members of the Company's Board of Directors.

**Mostly rent expenses due from entities for which Integra's executives or directors are executives or directors. 

---

In the three-month period ended March 31, 2024, the Company issued 56,662 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors.

In the three-month period ended March 31, 2023, the Company issued 20,449 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's closing share price at the end of quarter in which those DSUs were granted. The share-based payment related to these DSUs is included in the above table under stock-based compensation.

OUTSTANDING SHARE DATA

---

Share capital details are included in the Company's unaudited interim condensed consolidated financial statements for the three-month periods ended March 31, 2024 and 2023.

The following table outlines the outstanding share data as of the date of this MD&A: 

		May 14, 2024
Issued and outstanding common shares		88,458,702
Outstanding Options/RSUs/DSUs to purchase common shares		5,080,240
Shares Issuable in exchange for Millennial Warrants (Trading symbol MPM.WT) *		2,015,122
ITR Warrants (Trading symbol ITR.WT)		8,305,874
Issued and outstanding common shares (fully diluted)		103,859,938

* 21,903,504 warrants outstanding, each exercisable for 0.092 ITR shares per 1 warrant, for a total of 2,015,122 shares.

CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

---

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing basis.  Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.

Measurement uncertainties are described in the Company's annual audited consolidated financial statements for the years ended December 31, 2023 and 2022 and the Company's unaudited interim condensed consolidated financial statements for the three-month periods ended March 31, 2024 and 2023.

CHANGES IN ACCOUNTING POLICIES

---

The Company's accounting policies are in accordance with IFRS and described in the Company's annual audited consolidated financial statements for the years ended December 31, 2023 and 2022 and the Company's unaudited interim condensed consolidated financial statements for the three-month periods ended March 31, 2024 and 2023.

---

RISKS AND UNCERTAINTIES

---

The Company is subject to a number of risks and uncertainties due to the nature of its business. The Company's exploration activities expose it to various financial and operational risks that could have a significant impact on its level of operating cash flows in the future.

Readers are advised to study and consider risk factors disclosed in the Company's Form 20-F for the fiscal year ended December 31, 2023, dated March 28, 2024 and available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Limitations on the Mineral Resource and Reserve Estimates

The Company's Mineral Resources and Mineral Reserves are estimates only and are based on estimates of mineral content and quantity derived from limited information acquired through drilling and other sampling methods and require judgmental interpretations of geology, structure, grade distributions and trends and other factors. The Company's Mineral Resource and Mineral Reserve estimates may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing and other factors. There are numerous uncertainties inherent in estimating Mineral Resources and Mineral Reserves, including many factors beyond the Company's control. Estimation is a subjective process, and the accuracy of the Company's Mineral Resource or Mineral Reserve estimate is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation of that data and the level of congruence with the actual size and characteristics of the Company's deposits. No assurance can be given that the estimates are accurate or that the indicated level of metal will be produced. Actual mineralization or geological formations may be different from those predicted. Further, it may take many years before production is possible, and during that time the economic feasibility of exploiting a discovery may change. These estimates may, therefore, require adjustments or downward revisions based upon further exploration or development work, drilling or actual production experience.

Fluctuations in gold and silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of the Company's Mineral Resource and Mineral Reserve estimates.  Prolonged declines in the market price of gold or silver may render Mineral Reserves containing relatively lower grades of mineralization uneconomical to recover and could materially reduce the Company's Mineral Reserves. Mineral Resource estimates are based on drill hole information, which is not necessarily indicative of conditions between and around the drill holes. Accordingly, such Mineral Resource estimates may require revision as more geologic and drilling information becomes available and as actual production experience is gained. Mineral Resources and Mineral Reserves should not be interpreted as assurances of life of mine or of the profitability of future operations. There is a degree of uncertainty in estimating Mineral Resources and Mineral Reserves and of the grades and tonnages that are forecast to be mined and, as a result, the grade and volume of gold or silver that the Company mines, processes and recovers may not be the same as currently anticipated. Any material reductions in estimates of Mineral Resources and Mineral Reserves, or of the Company's ability to economically extract these Mineral Reserves, could have a material adverse effect on the Company's projects and the Company's business, financial condition, results of operations, cash flows or prospects.

Mineral Resources are not Mineral Reserves and have a greater degree of uncertainty as to their existence and feasibility. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is no assurance that Mineral Resources will be upgraded to Proven or Probable Mineral Reserves. Inferred Mineral Resources have a substantial degree of uncertainty as to their existence, and economic and legal feasibility.  Accordingly, there is no assurance that Inferred Mineral Resources reported herein will ever be upgraded to a higher category. Investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists, or is economically or legally mineable.

---

CAUTIONARY NOTE TO US INVESTORS WITH RESPECT TO MINERAL RESOURCES

---

National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is a rule of the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Technical disclosure contained in this MD&A has been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System.  These standards differ from the requirements of the U.S. Securities and Exchange Commission ("SEC") and resource information contained in this MD&A may not be comparable to similar information disclosed by domestic United States companies subject to the SEC's reporting and disclosure requirements.

NON-IFRS MEASURES

---

Alternative performance measures in this MD&A such as "cash cost", "AISC" "free cash flow" are furnished to provide additional information. These non-IFRS performance measures are included in this MD&A because these statistics are used as key performance measures that management uses to monitor and assess performance of the Company's projects, and to plan and assess the overall effectiveness and efficiency of mining operations. These performance measures do not have a standard meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS. As the Company has yet to commence production, the equivalent historical non-IFRS financial measure is $0.

Cash Costs

Cash costs include site operating costs (mining, processing, site G&A), refinery costs and royalties.  While there is no standardized meaning of the measure across the industry, the Company believes that this measure is useful to external users in assessing operating performance.

All-In Sustaining Cost ("AISC")

Site level AISC include cash costs and sustaining capital but excludes head office G&A and exploration expenses.  The Company believes that this measure is useful to external users in assessing operating performance and the Company's ability to generate free cash flow from current operations.

Free Cash Flow

Free cash flows are revenues net of operating costs, royalties, capital expenditures and cash taxes.  The Company believes that this measure is useful to the external users in assessing the Company's ability to generate cash flows from the Company's projects.

Working Capital

The Company has included a non-IFRS measure for "working capital" in this MD&A to supplement its financial statements, which are presented in accordance with IFRS. The Corporation believes that this measure provides investors with an improved ability to evaluate the performance of the Corporation. Non-IFRS measures do not have any standardized meaning prescribed under IFRS. Therefore, such measures may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

---

The following tables summarize the Company's working capital reconciliation as at March 31, 2024, December 31, 2023, and December 31, 2022.

Reconciliation for the period ended	March 31, 2024	December 31, 2023	December 31, 2022
Current assets	$22,452,199	$9,867,457	$16,993,888
Less current liabilities	$15,133,062	$16,671,379	$15,390,668
Working capital (Deficit)	$7,319,137	($6,803,922)	$1,603,220

Reconciliation for the period ended	March 31, 2024	December 31, 2023	December 31, 2022
Current assets	$22,452,199	$9,867,457	$16,993,888
Less current liabilities - Excluding Convertible Debenture	$4,536,708	$6,027,647	$5,342,454
Working capital - Excluding Convertible Debenture	$17,915,491	$3,839,810	$11,651,434

TECHNICAL INFORMATION

---

The scientific and technical information contained in this MD&A has been reviewed and approved by Raphael Dutaut (Ph.D., P.Geo, OGQ Membership 1301), Vice President Geology and Mining, who is a "Qualified Person" ("QP") as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

CORPORATE GOVERNANCE

---

Management and the Board recognizes the value of good corporate governance and the need to adopt best practices. The Corporation is committed to continuing to improve its corporate governance practices in light of its stage of development and evolving best practices and regulatory guidance.

The Board has adopted a Board mandate outlining its responsibilities and defining its duties. The Board has five committees: the Audit Committee, the Compensation Committee, the Nomination and Corporate Governance Committee, the Technical and Safety Committee, and the Environmental Social Governance Committee. Each Committee has a committee charter, which outlines the Committee's mandate, procedures for calling a meeting, and provides access to outside resources.

The Board has also adopted a Code of Business Conduct and Ethics, which governs the ethical behavior of all employees, management, and directors. For more details on the Company's corporate governance practices, please refer to Integra's website (www.integraresources.com) and the statement of Corporate Governance contained in Integra's Management Information Circular dated May 19, 2023. The Management Information Circular is available on Integra's website (www.integraresources.com) and on SEDAR+ (www.sedarplus.ca).

The Corporation's Directors have expertise in exploration, metallurgy, mining, financial reporting and accounting, M&A, financing, permitting and government relations, mine development and mine operations, environmental considerations, human resources, governance, and relations with tribal nations and local communities. The Board meets at least four times per year.

---

CONTROL AND PROCEDURES

---

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, as appropriate to allow for timely decisions about public disclosure. The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized, and reported within the applicable time periods and that required information is accumulated and communicated to the Company's management, so that decisions can be made about the timely disclosure of that information.

Management has evaluated the effectiveness of the design and operation of the Company's disclosure controls as of March 31, 2024 and concluded that the disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in the rules of the National Instrument 52-109 in Canada ("NI 52-109") and Rules 13a-15(f) and 15d-15(f) of the United States Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting for external purposes in accordance with IFRS as issued by the IASB.

Based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, the Company's internal control over financial reporting include:

(a) Maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the  assets of the Company;

(b) Providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB;

(c) Providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and

(d) Providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company's consolidated financial statements would be prevented or detected on a timely basis.

Management has evaluated the effectiveness of the internal control over financial reporting as of March 31, 2024 and concluded that those controls were effective. 

Limitation of Controls and Procedures

Management believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well designed and operated, have their inherent limitations. Due to those limitations (resulting from unrealistic or unsuitable objectives, human judgment in decision making, human errors, management overriding internal control, circumventing controls by the individual acts of some persons, by collusion of two or more people, external events beyond the entity's control), internal control can only provide reasonable assurance that the objectives of the control system are met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

---

There were no changes in internal controls of the Company during the quarter ended March 31, 2024 that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

---

Certain information set forth in this MD&A contains "forward-looking statements" and  "forward-looking information" within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward-looking statements). Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which includes, but is not limited to, statements with respect to: the future financial or operating performance of the Company and the Company's mineral properties and project portfolio; the results from work performed to date; the estimation of mineral resources and reserves; the realization of mineral resource and reserve estimates; the development, operational and economic results of technical reports on mineral properties referenced herein; magnitude or quality of mineral deposits; the anticipated advancement of the Company' mineral properties and project portfolios; exploration expenditures, costs and timing of the development of new deposits; underground exploration potential; costs and timing of future exploration; the completion and timing of future development studies; estimates of metallurgical recovery rates; exploration prospects of mineral properties; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of mineral properties; future growth potential of mineral properties; and future development plans.

Forward-looking statements are often identified by the use of words such as "may", "will", "could", "would", "anticipate", "believe", "expect", "intend", "potential", "estimate", "budget", "scheduled", "plans", "planned", "forecasts", "goals" and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include:  the Company's ability to complete its planned exploration programs; the absence of adverse conditions at mineral properties; no unforeseen operational delays; no material delays in obtaining necessary permits; the price of gold remaining at levels that render mineral properties economic; the Company's ability to continue raising necessary capital to finance operations; and the ability to realize on the mineral resource and reserve estimates. Forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: integration risks; general business, economic and competitive uncertainties; the actual results of current and future exploration activities; conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain technology usage; changes in project parameters and/or economic assessments as plans continue to be refined; future prices of metals; possible variations of mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; and management's ability to anticipate and manage the foregoing factors and risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in Integra's annual report on Form 20-F dated March 28, 2024 for the fiscal year ended December 31, 2023.

Investors are cautioned not to put undue reliance on forward-looking statements.  The forward-looking statements contained herein are made as of the date of this MD&A and, accordingly, are subject to change after such date.  The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.  Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online under the Company's profile on SEDAR+ at www.sedarplus.ca.

---

MANAGEMENT'S RESPONSIBILITY

---

Management is responsible for all information contained in this MD&A. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and include amounts based on management's informed judgments and estimates. The financial and operating information included in this MD&A is consistent with that contained in the audited consolidated financial statements in all material aspects.

Management maintains internal controls to provide reasonable assurance that financial information is reliable and accurate, and assets are safeguarded.

The Audit Committee has reviewed the audited consolidated financial statements with management. The Board of Directors has approved these audited consolidated financial statements on the recommendation of the Audit Committee.

Jason Kosec

Chief Executive Officer

May 14, 2024

---

---

 

Integra Resources Corp.

 

Unaudited Interim Condensed Consolidated Financial Statements

For the Three-Month Periods Ended

March 31, 2024 and 2023

Expressed in US Dollars

---

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim condensed consolidated financial statements of Integra Resources Corp. are the responsibility of the management and Board of Directors of the Company.

The unaudited interim condensed consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the financial statements have been prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited interim condensed consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

 

Jason Kosec"  (signed)	"Andrée St-Germain" (signed)
Jason Kosec, Chief Executive Officer	Andrée St-Germain, Chief Financial Officer

 

 

---

Integra Resources Corp.

Unaudited Interim Condensed Consolidated Financial Statements

For the Three-Month Periods Ended

March 31, 2024 and 2023

________________________________________________________________________________

Table of Contents

Description	Page
Unaudited Interim Condensed Consolidated Statements of Financial Position	4
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss	5
Unaudited Interim Condensed Consolidated Statements of Changes in Equity	6
Unaudited Interim Condensed Consolidated Statements of Cash Flows	7
Notes to Unaudited Interim Condensed Consolidated Financial Statements	8 - 40

---

Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Financial Position
(Expressed in US Dollars)

		March 31, 2024			December 31, 2023
Assets
Current Assets
Cash and cash equivalents (Note 5)	$	16,662,311		$	8,815,290
Receivables and prepaid expenses (Note 6 and Note 14)		5,789,888			1,052,167
Total Current Assets		22,452,199			9,867,457
Long-Term Deposits		73,016			73,439
Restricted Cash		61,849			61,989
Lease Receivable (Note 6)		147,083			164,338
Property, Plant and Equipment (Note 7)		2,062,513			2,198,927
Right-of-Use Assets (Note 8)		808,207			824,764
Exploration and Evaluation Assets (Note 9)		59,495,204			68,402,183
Deferred Transaction Costs - Convertible Debt (Note 13)		826,689			795,890
Total Assets	$	85,926,760		$	82,388,987
Liabilities
Current Liabilities
Trade and other payables (Note 12)	$	2,764,854		$	3,315,646
Current lease liability (Note 8)		380,533			361,877
Current equipment financing liability		97,059			135,664
Convertible debt facility - liability component (Note 13)		10,462,354			10,027,732
Convertible debt facility - derivative component (Note 13)		134,000			616,000
Current reclamation and remediation liability (Note 15)		1,056,006			1,056,006
Due to related parties (Note 11)		238,256			1,158,454
Total Current Liabilities		15,133,062			16,671,379
Long-Term Lease Liability (Note 8)		672,943			718,489
Long-Term Equipment Financing Liability		24,424			42,398
Reclamation and Remediation Liability (Note 15)		22,546,225			24,436,475
Total Liabilities		38,376,654			41,868,741
Shareholders' Equity
Share Capital (Note 16)		184,709,898			176,941,597
Reserves (Note 16)		9,257,274			8,853,808
Accumulated Other Comprehensive Income		8,173,010			3,820,340
Accumulated Deficit		(154,590,076	)		(149,095,499	)
Total Equity		47,550,106			40,520,246
Total Liabilities and Equity	$	85,926,760		$	82,388,987

Commitments (Note 14)

These consolidated financial statements were authorized for issue by the Board of Directors on May 14, 2024. They are signed on the Company's behalf by:

"Stephen de Jong"          , Director

"Anna Ladd-Kruger"  , Director

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

---

Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
(Expressed in US Dollars)

		Three-Month Period Ended March 31,
		2024			2023
Operating Expenses
General and Administrative Expenses
Depreciation - property, plant and equipment (Note 7)	$	(152,183	)	$	(140,383	)
Depreciation - right-of-use assets (Note 8)		(88,807	)		(91,743	)
Compensation and benefits		(630,858	)		(487,006	)
Corporate development and marketing		(142,851	)		(88,055	)
Office administration expenses		(175,958	)		(150,261	)
Professional fees		(185,920	)		(117,045	)
Regulatory fees		(66,079	)		(59,954	)
Stock-based compensation (Note 16)		(443,750	)		(287,940	)
Total General and Administration Expenses		(1,886,406	)		(1,422,387	)
Exploration and Evaluation Expenses (Note 9)		(3,309,413	)		(5,385,055	)
Operating Loss		(5,195,819	)		(6,807,442	)
Other Income (Expense)
Interest income		82,934			121,730
Rent income - sublease (Note 8)		40,168			28,095
Interest expenses - leases		(24,570	)		(21,737	)
Interest expenses - equipment financing		(2,655	)		(6,391	)
Interest expense - convertible debt (Note 13)		(261,398	)		(223,525	)
Accretion expense - convertible debt (Note 13)		(173,224	)		(129,856	)
Accretion expenses - reclamation (Note 15)		(255,787	)		(251,021	)
Change in fair value of derivatives (Note 13)		482,000			626,289
Gain on equipment sold		61,570			-
Foreign exchange income (loss)		(247,796	)		20,627
Total Other Income (Expense)		(298,758	)		164,211
Net Loss		(5,494,577	)		(6,643,231	)
Other Comprehensive Income (Loss)
Items that will not be reclassified to profit or loss in subsequent periods:
Foreign exchange translation		4,352,670			(117,567	)
Presentation currency translation difference		(4,308,758	)		101,668
Other Comprehensive Income (Loss)		43,912			(15,899	)
Comprehensive Loss	$	(5,450,665	)	$	(6,659,130	)
Net Loss Per Share          - basic and diluted	$	(0.08	)	$	(0.19	)
Weighted Average Number of Shares (000's)          - basic and diluted (000's)		73,135			31,905

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

---

Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
(Expressed in US Dollars, except share numbers)

		Share Capital						Reserves
														Accumulated
								Equity						Other
		Number of						Incentive						Comprehensive
		Shares *			Amount			Awards			Warrants			Income (Loss)			Deficit			Total
Balance at December 31, 2022		31,905,476		$	125,079,150		$	7,639,768		$	724,874		$	7,958,603		$	(120,079,230	)	$	21,323,165
Share-based-payments - equity incentive awards		-			-			287,940			-			-			-			287,940
Presentation currency translation difference		-			101,668			-			-			-			-			101,668
Other comprehensive loss		-			-			-			-			(117,567	)		-			(117,567	)
Net loss		-			-			-			-			-			(6,643,231	)		(6,643,231	)
Balance at March 31, 2023		31,905,476		$	125,180,818		$	7,927,708		$	724,874		$	7,841,036		$	(126,722,461	)	$	14,951,975
Balance at December 31, 2023		68,871,437		$	176,941,597		$	8,084,304		$	769,504		$	3,820,340		$	(149,095,499	)	$	40,520,246
Shares issued for cash - financing (Note 16)		16,611,750			11,097,517			-			-			-			-			11,097,517
Shares issued - property acquisition (Note 9)		2,959,769			2,100,000			-			-			-			-			2,100,000
Share issue cost - cash		-			(1,149,124	)		-			-			-			-			(1,149,124	)
Share-based-payments - equity incentive awards		-			-			443,750			-			-			-			443,750
RSU vested - share issuance		15,746			28,666			(32,558	)		-			-			-			(3,892	)
RSU vested - cash redemption		-			-			(7,726	)		-			-			-			(7,726	)
Presentation currency translation difference		-			(4,308,758	)		-			-			-			-			(4,308,758	)
Other comprehensive income		-			-			-			-			4,352,670			-			4,352,670
Net loss		-			-			-			-			-			(5,494,577	)		(5,494,577	)
Balance at March 31, 2024		88,458,702		$	184,709,898		$	8,487,770		$	769,504		$	8,173,010		$	(154,590,076	)	$	47,550,106

_________________________________________________________________________________________________________________________________

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

---

Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in US Dollars)

		Three-Month Periods Ended March 31,
		2024			2023
Operations
Net loss	$	(5,494,577	)	$	(6,643,231	)
Adjustments to reconcile net loss to cash flow from operating activities:
Depreciation - property, plant and equipment (Note 7)		152,183			140,383
Depreciation - right-of-use assets (Note 8)		88,807			91,743
Lease interest expenses (Note 8)		24,570			21,737
Convertible debt facility - accretion (Note 13)		173,224			129,856
Deferred transaction costs - convertible debt (Note 13)		(30,799	)		(58,388	)
Convertible debt facility - interest (Note 13)		261,398			223,525
Change in fair value of derivatives (Note 13)		(482,000	)		(625,000	)
Reclamation accretion expenses (Note 15)		255,787			251,021
Reclamation expenditures (Note 15)		(299,609	)		(244,765	)
Unrealized foreign exchange (income) loss		(63,361	)		(14,850	)
Share-based payment (Note 16)		443,750			287,940
Net changes in non-cash working capital items:
Receivables, prepaid expenses, and other assets		113,579			(273,338	)
Lease receivables		17,255			-
Lease liabilities		20,362			2,659
Trade and other payables		(1,083,043	)		482,333
Due to related parties		(920,202	)		153,547
Cash flow used in operating activities		(6,822,676	)		(6,074,828	)
Investing
Additions to property, plant and equipment		(33,394	)		(80,309	)
Proceeds from sale of equipment		61,570			-
Long-term investments		(286	)		(177	)
Deferred transaction costs - merger		-			(160,978	)
Property acquisition costs - merger (Notes 9 and 10)		(47,691	)		-
Property acquisition costs - other (Notes 9 and 14)		(371,204	)		(73,800	)
Sale of NSR royalty (Note 14)		4,875,000			-
Cash flow provided by (used in) investing activities		4,483,995			(315,264	)
Financing
Issuance of common shares - financing (Note 16)		11,097,517			-
Issuance of common shares - cash received from exercise of		(11,618	)		-
options and used in RSU redemption (Note 16)
Share issue costs		(767,023	)		(65,000	)
Lease principal payments and adjustments (Note 8)		(120,507	)		(89,674	)
Equipment financing principal payments		(56,579	)		(52,843	)
Convertible debt facility - transaction costs		-			52,408
Deferred share issue costs - financing		-			(493,943	)
Cash flow provided by (used in) financing activities		10,141,790			(649,052	)
Effect of exchange rate changes on cash and cash equivalents		43,912			-
Increase (decrease) in cash and cash equivalents		7,847,021			(7,039,144	)
Cash and cash equivalents at beginning of period		8,815,290			15,919,518
Cash and cash equivalents at end of period	$	16,662,311		$	8,880,374

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

---

1. NATURE OF OPERATIONS 

Integra Resources Corp. ("Integra" or the "Company") was incorporated on April 15, 1997 as Berkana Digital Studios Inc.  On December 4, 1998, the name of the Company was changed to Claim Lake Resource Inc. and on March 31, 2005, the Company changed its name to Fort Chimo Minerals Inc. On January 1, 2009, the Company amalgamated with its wholly-owned subsidiary, Limestone Basin Exploration Ltd.  The amalgamated company continued to operate as Fort Chimo Minerals Inc.  On June 14, 2011, the Company changed its name to Mag Copper Limited and on August 11, 2017, the Company changed its name to Integra Resources Corp.  The Company acquired Millennial Precious Metals Corp ("Millennial" or "MPM") on May 4, 2023 (see Note 10).

Integra is one of the largest precious metals exploration and development companies in the Great Basin of the Western USA. Integra is currently focused on advancing its two flagship oxide heap leach projects: the past producing DeLamar Project (comprised of the DeLamar and Florida Mountain deposits) located in southwestern Idaho and the Nevada North Project (comprised of the Wildcat and Mountain View deposits) located in western Nevada. The Company also holds a portfolio of highly prospective early-stage exploration projects in Idaho, Nevada, and Arizona. Integra's long-term vision is to become a leading USA focused mid-tier high margin gold and silver producer.

The Company's head office is located at 1050 - 400 Burrard Street, Vancouver, BC V6C 3A6 and its registered office is located at 2200 HSBC Building, 885 West Georgia Street Vancouver, BC V6C 3E8.

The Company trades on the TSX Venture under the trading symbol "ITR". The common shares of the Company began trading on the NYSE American under the ticker "ITRG" on July 31, 2020.

The Company's warrants trade on the TSX Venture under the symbol MPM.WT and ITR.WT.

On May 26, 2023, the Company consolidated its common shares on the basis of one (1) new post-consolidation common share for every two and a half (2.5) existing pre-consolidation common share (the "Consolidation"). Proportionate adjustments have been made to the Company's outstanding stock options, restricted share units, deferred share units, and warrants. As required by IFRS (as defined below), all references to share capital, common shares outstanding and per share amounts in these unaudited interim condensed consolidated financial statements and the accompanying notes have been restated retrospectively to reflect the Consolidation.

2. BASIS OF PREPARATION

2.1 Statement of Compliance

These unaudited interim condensed consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee .

These unaudited interim condensed consolidated financial statements were authorized by the Board of Directors of the Company on May 14, 2024. 

---

2.  BASIS OF PREPARATION (continued)

2.2 Material Accounting Policies

These unaudited interim condensed consolidated financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company's December 31, 2023 audited consolidated annual financial statements, except for the new pronouncements and accounting policy change, adopted in Q1 2024 (see 2.3 New Accounting Pronouncements and Accounting Policy Change section). 

Basis of Consolidation

  These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Integra Resources Holdings Canada Inc., Integra Resources Holdings U.S. Inc., DeLamar Mining Company, Millennial Precious Metals Corp., Millennial Silver Corp., Millennial Silver Nevada Inc., Millennial NV LLC, Millennial Red Canyon LLC, Millennial Development LLC, and Millennial Arizona LLC.  All intercompany balances and transactions are eliminated upon consolidation. 

    Foreign Currency Translation 

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity controlled by the Company. The functional currency of the Canadian parent company and all its Canadian subsidiaries is the Canadian dollar ("CAD").  The functional currency of all Company's US subsidiaries is the US dollar ("USD"). 

The Company has changed its presentation currency as of December 31, 2021 from the Canadian dollar to the US dollar, to better reflect the Company's business activities and most of the Company's assets and liabilities are held in its US subsidiaries hence denominated in US dollars. No changes were made to the Company's functional currencies, per the management's assessment based on the IAS 21 recommendations, which has been performed on a quarterly basis.

Foreign currency transactions are recorded initially at the exchange rates prevailing at the transactions' dates. At each subsequent reporting period:

• Foreign currency monetary items are reported at the closing rate at the date of the statement of financial  position;
• Non-monetary items carried at historical rates are reported at the closing rate at transactions' dates;
• Non-monetary items carried at fair value are reported at the rates that existed when the fair values were determined.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in net income (loss), with one exception. Exchange differences arising from the translation of the net investment in foreign entities are recognized in a separate component of equity, foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognized in net income (loss) as part of the gain or loss on sale. 

---

2.  BASIS OF PREPARATION (continued)

2.2 Material Accounting Policies (continued)

Foreign Currency Translation (continued) 

The operating results and statements of financial position of the parent company and its Canadian subsidiary which have the Canadian dollar as a functional currency have been translated into US dollars as follows:

i) Assets and liabilities are translated at the closing rate at the date of the consolidated statement of financial position; Share capital amounts are translated at the same rate, except for common shares issuance in USD dollars and resulting differences are reported in the "presentation currency translation difference" line in the consolidated statements of changes in equity;

ii) Revenue and expenses are translated at the average exchange rates, unless there is significant fluctuation in the exchange rates. In that case revenue and expenses are translated at the exchange rate at the date of transaction, except depreciation, depletion, and amortization, which are translated at the exchange rates applicable to the related assets; Reserve items are also translated at the average exchange rates.

iii) All resulting translation differences are recognized in other comprehensive income (loss).

When a foreign operation is disposed of, the cumulative amount of the exchange differences recognized in other comprehensive income (loss) and accumulated in the separate component of equity relating to that foreign operation shall be recognized in profit or loss when the gain or loss on disposal is recognized. 

2.3 New Accounting Pronouncements and Accounting Policy Change

Certain pronouncements were issued by IASB that are mandatory for accounting periods on or after January 1, 2024. Integra adopted the following amendments in Q1 2024:

IFRS 7 Financial Instruments: Disclosures and IAS 7 Statement of Cash Flows (Amendments)

In May 2023, IASB issued disclosure-only amendments to IFRS 7 Financial Instruments and IAS 7 Statement of Cash Flows, which were incorporated into Part I of the CPA Canada Handbook - Accounting in August 2023.

The amendments require entities to disclose sufficient information necessary for users of financial statements to understand the effect of supplier finance arrangements on an entity's liabilities and cash flows, as well as on its liquidity risk and risk management.

The amendments are effective for annual periods beginning on or after January 1, 2024. Even though Integra has some supplier finance arrangements that are subject to this new guidance ("equipment financing"), these new disclosure requirements have no impact on Integra's financial statements, as those arrangements are not material.

IFRS 16 Leases (Amendments)

In September 2022, IASB issued amendments to IFRS 16 Leases to add subsequent measurement requirement for sale and leaseback transactions that satisfy the requirements in IFRS 15 Revenue from Contracts with Customers to be accounted for as a sale. The Amendments were incorporated into Part I of the CPA Canada Handbook - Accounting in December 2022.

---

2.  BASIS OF PREPARATION (continued)

2.3 New Accounting Pronouncements and Accounting Policy Change (continued)

IFRS 16 Leases (Amendments) (continued)

The amendments require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of gain or loss that relates to the right of use it retains. The IASB has not prescribed a particular method for measuring the lease liability. A seller-lessee must apply the amendments retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

The amendments are effective for annual periods beginning on or after January 1, 2024 and have no impact on Integra's financial statements.

IAS 1 Presentation of Financial Statements (Amendments)

In October 2022, IASB issued amendments to IAS 1 which were incorporated into Part I of the CPA Canada Handbook - Accounting in December 2022.

The amendments require an entity to disclose, in specific circumstances, information in the notes that enables financial statement user to understand the risk that non-current liabilities with covenants could become repayable within 12 months after the reporting period. As part of the amendments, a provision was added to clarify that only covenants that an entity must comply with on or before the reporting date would affect a liability's classification as current or non-current, even if compliance with the covenant is only assessed after the entity's reporting date. Covenants which an entity must comply with after the reporting date would not affect classification of a liability as current or non-current at the reporting date. An entity that applies these amendments early is also required to apply the January 2020 amendments at the same time, and vice versa.

The amendments are effective for annual periods beginning on or after January 1, 2024. Integra has already addressed these requirements when the Company adopted these amendments in 2022, as a result these new amendments have no impact on Integra's financial statements in the current quarter.

Share Capital Accounting Policy Change

The Company changed its share capital accounting policy in Q1 2024.

According to the previous share capital accounting policy, in the event that the Company issued units (common shares and warrants) as part of financing, the fair value of the warrants was determined using the Black-Scholes pricing model, and the remaining value was assigned to the common shares.

The Company decided to change that policy, to simplify the warrants' valuation process. According to the new policy, the Company first allocates proceeds to the issued common shares based on the fair value of the common shares at the time the units are priced. Any residual value is allocated to the issued warrants.

This change has no impact on Integra’s prior period financial statements, as the Company has not issued warrants as part of unit financing prior to the March 2024 financing.

---

2.  BASIS OF PREPARATION (continued)

2.4 Significant Accounting Estimates and Judgments

The preparation of the unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing basis.  Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.

There have been material revisions to the nature and amount of judgments or estimates as reported in the Company's audited consolidated financial statements for the year ended December 31, 2023 in the current period, related to the following: 

Accounting Treatment of the Rich Gulch Acquisition

The assessment of whether acquisitions are considered business combinations or asset acquisitions requires management judgement, the outcome of which may result in different accounting treatments.

The Company completed an analysis to determine whether the set of activities and assets acquired in the Rich Gulch LLC acquisition meet the definition of a business under IFRS 3.  The Company concluded that the acquisition of the Rich Gulch LLC does not meet the definition of a business and therefore is accounted for as an asset acquisition (see Note 9).

Accounting Treatment of the Wheaton Precious Metals ("Wheaton") Net Smelter Return Royalty ("NSR Royalty")

Integra Resources Corp. sold an NSR Royalty to Wheaton in March 2024. The accounting treatment requires significant judgment and the Company considered available IFRS guidance and existing practice within the mining industry. 

Management concluded that this sale should be treated as a partial disposal of an existing asset in its nature (see Note 14).

3.  CAPITAL MANAGEMENT

The Company's capital management goals are to: ensure there are adequate capital resources to safeguard the Company's ability to continue as a going concern; maintain sufficient funding to support the acquisition, exploration, and development of mineral properties and exploration and evaluation activities; maintain investors' and market confidence; and provide returns and benefits to shareholders and other stakeholders.

The Company classified the convertible debt liability as a current liability, in accordance with the IAS 1 Amendments even though the maturity of the loan is in 2025. This classification meaningfully impacts the Company's working capital.

The Company's working capital, including the convertible debt liability as of March 31, 2024 was $7,319,137 (December 31, 2023 - working capital deficit $6,803,922). The Company's working capital, excluding the convertible debt liability as of March 31, 2024 was $17,915,491 (December 31, 2023 - working capital $3,839,810). 

---

3.  CAPITAL MANAGEMENT (continued)

The Company's capital structure is adjusted based on the funds available to the Company such that it may continue exploration and development of its properties for the mining of minerals that are economically recoverable.  The Board of Directors does not establish quantitative return on capital criteria, but rather relies on the expertise of management and other professionals to sustain future development of the business.

The Company's properties are in the exploration and development stage and, as a result, the Company currently has no source of operating cash flow. The Company intends to raise such funds as and when required to complete its projects.

There is no assurance that the Company will be able to raise additional funds on reasonable terms.  The only sources of future funds presently available to the Company are through the exercise of options, convertible debt facility, the sale of equity capital of the Company, the sale of a metal stream, the sale of a royalty or the sale by the Company of an interest in any of its properties in whole or in part.  The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company.  There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Company.

The Company secured additional funds in the current period by selling a royalty on the DeLamar Project and by completing a bought deal public equity offering.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the three-month period ended March 31, 2024. 

4.  FINANCIAL INSTRUMENTS

All financial instruments are measured and reported according to the Company's accounting policy.

Fair Value

IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

and

Level 3 - Inputs that are not based on observable market data.

The Company's financial instruments are accounted for as follows under IFRS 9:

---

4.  FINANCIAL INSTRUMENTS (continued)

The following table summarizes the Company's financial instruments classified as FVTPL as at March 31, 2024 and December 31, 2023:

Fair value estimates of all financial instruments are made at a specific point in time, based on relevant market information and information about financial instruments.  These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.             

For restricted cash, lease liabilities, equipment financing liability and non-derivative host liability of convertible debt, the carrying values approximate their fair values at the period end because the interest rates used to discount host contracts approximate market interest rates.  The carrying values of other financial assets, trade and other payables and due to related parties approximate their fair values due to the short-term nature of these items.

A summary of the Company's risk exposures as it relates to financial instruments are reflected below:

i) Credit Risk

Credit risk is the risk of loss associated with a counter-party's inability to fulfill its payment obligations.  The credit risk is attributable to various financial instruments, as noted below.  The credit risk is limited to the carrying value amount carried on the consolidated statements of financial position.

a. Cash and cash equivalents - Cash and cash equivalents are held with major Canadian and U.S. banks and other financial institutions, and therefore the risk of loss is minimal.

b. Receivables, restricted cash, and lease receivable - these financial assets are material. Management analyzed all relevant factors (cash position and credit history of the parties involved) and considers the risk of loss minimal.

---

4.  FINANCIAL INSTRUMENTS (continued)

ii) Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they become due. The Company intends on securing further financing to ensure that the obligations are properly discharged. 

iii) Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity prices and/or stock market movements (price risk).

a. Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Company has interest-bearing assets, where the risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with a chartered Canadian and US financial institutions. The Company's significant financial instruments valued using fluctuating risk-free interest rates is the derivative component of the convertible debt facility. The Company's operating cash flows are mostly independent of changes in market interest rates, which is impacted by economic uncertainties and current high inflationary environment. Management considers this risk immaterial. 

b. Share Price Risk

At each reporting period, the convertible debt derivative liability is fair valued using the Finite Difference Method. The Company's share price is a key assumption used in this valuation, hence share price fluctuations can meaningfully impact the value of the derivative liability.

c. Foreign Exchange Risk

The Company's expenditures incurred in the US dollars and its convertible debt facility (denominated in the US dollars) are exposed to currency fluctuations. To manage this risk and mitigate its exposure to exchange rates fluctuation, the Company holds a portion of its cash and short-term investments in USD (see Note 5). No formal hedging arrangements are in place.

During the three-month period ended March 31, 2024, the Company recognized a net foreign exchange loss of $247,796. Based on the Company's net foreign currency exposure at March 31, 2024, depreciation or appreciation of US dollar against the Canadian dollar would have resulted in the following increase or decrease in the Company's net loss:

*Possible exposure is based on management's best estimate of the reasonably possible fluctuations of foreign exchange rates in the next twelve months.

---

5. CASH AND CASH EQUIVALENTS

The balance at March 31, 2024 consists of $8,942,966 in cash and $7,719,345 held in short-term investments (December 31, 2023 - $2,755,497 in cash and $6,059,793 in short-term investments) on deposit with major Canadian and US banks and other financial institutions.  Short-term investments are redeemable on a monthly basis, with the annual interest rates ranging between 5.00% and 5.15%. As of March 31, 2024, the Company held approximately 40% (December 31, 2023 - 25%) of its cash and short-term investments in US dollars.

6. RECEIVABLES, PREPAID EXPENSES, AND LEASE RECEIVABLE

Receivables and Prepaid Expenses

Receivables of $5.0 million include the second installment of the Wheaton NSR Royalty purchase (see Note 14).  The second installment of $4.875 million is expected to be received in early July 2024, subject to customary conditions.

The Company's lease receivable is related to the long-term sublease of one of the Company's Nevada warehouses, reported in the non-current asset section of the consolidated statements of financial position. Total lease interest income related to this sublease in the current period was $3,184 (March 31, 2023 - $Nil), reported in the consolidated statement of operations and comprehensive loss, under the "interest income".

At March 31, 2024 and December 31, 2023, the Company anticipates full recovery or full utilization of its receivables, prepaid expenses, and lease receivable and therefore no impairment has been recorded against these amounts. The Company holds no collateral for any receivable amounts outstanding as at March 31, 2024 and December 31, 2023.

---

7. PROPERTY, PLANT AND EQUIPMENT

		Computers and software			Office furniture and equipment			Vehicles			Buildings, well, road, and buildings improvements			Equipment			Total
Cost
Balance at December 31, 2022		239,863			42,505			295,685			1,458,936			1,683,143			3,720,132
Additions (adjustments)		34,083			-			110,090			33,524			121,561			299,258
Additions - merger (Note 10)		-			11,252			119,513			58,947			74,663			264,375
Translation difference		1,575			890			-			3,930			-			6,395
Balance at December 31, 2023		275,521			54,647			525,288			1,555,337			1,879,367			4,290,160
Additions (adjustments)		-			-			103			(75,577	)		47,298			(28,176	)
Translation difference		(1,604	)		(905	)		-			(1,296	)		-			(3,805	)
Balance at March 31, 2024	$	273,917		$	53,742		$	525,391		$	1,478,464		$	1,926,665		$	4,258,179
Accumulated Depreciation
Balance at December 31, 2022		(210,202	)		(37,804	)		(138,687	)		(263,943	)		(853,009	)		(1,503,645	)
Depreciation		(27,654	)		(3,855	)		(104,711	)		(131,660	)		(317,286	)		(585,166	)
Translation difference		(1,398	)		(792	)		-			(232	)		-			(2,422	)
Balance at December 31, 2023		(239,254	)		(42,451	)		(243,398	)		(395,835	)		(1,170,295	)		(2,091,233	)
Depreciation		(5,870	)		(769	)		(8,272	)		(14,788	)		(77,407	)		(107,106	)
Translation difference		1,539			849			-			285			-			2,673
Balance at March 31, 2024	$	(243,585	)	$	(42,371	)	$	(251,670	)	$	(410,338	)	$	(1,247,702	)	$	(2,195,666	)
Carrying amounts
December 31, 2022	$	29,661		$	4,701		$	156,998		$	1,194,993		$	830,134		$	2,216,487
December 31, 2023	$	36,267		$	12,196		$	281,890		$	1,159,502		$	709,072		$	2,198,927
March 31, 2024	$	30,332		$	11,371		$	273,721		$	1,068,126		$	678,963		$	2,062,513

8. LEASES - OPERATING LEASES, RIGHT-OF-USE ASSETS, AND LEASE LIABILITIES

Right-of-Use Assets ("ROU")

Integra amended its head office lease agreement on December 15, 2023, reducing the lease space and extending the lease term to February 28, 2029. This amendment has been accounted for as a lease modification under IFRS 16. Lease liability was remeasured at the modification date, to reflect revised discounted payments, and corresponding adjustments were made to the carrying amount of the ROU asset.

DeLamar renewed its Boise office lease agreement on March 1, 2024, extending the lease term from July 31, 2024 to July 30, 2025. This exercise of renewal option from the original agreement has been accounted for as change of estimate of lease liabilities under IFRS 16.

---

8. LEASES - OPERATING LEASES, RIGHT-OF-USE ASSETS, AND LEASE LIABILITIES (continued)

A summary of the changes in ROU assets for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is as follows:

Lease Liabilities

A summary of the changes in lease liabilities for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is as follows:

The applied interest rates in these leases ranged between 6.34% and 10.00%. Lease liability calculations were based on the assumption that no purchase option will be exercised at the end of the lease terms.

---

8. LEASES - OPERATING LEASES, RIGHT-OF-USE ASSETS, AND LEASE LIABILITIES (continued)

Carrying lease liabilities amounts are as follows:

The Company subleases on a short-term basis a portion of its Vancouver head office to four companies for a rent income of $40,168, in the three-month period ended March 31, 2024 (March 31, 2023 - $28,095).  The total rent income is recognized in the consolidated statement of operations and comprehensive loss, under the "Rent income - sublease". The lease receivable related to the sublease of one of the Company's Nevada warehouses, is reported in the consolidated statements of financial position (see Note 6).

9. EXPLORATION AND EVALUATION ASSETS

DeLamar Project   

The DeLamar Project comprises of the DeLamar and Florida Mountain deposits.

DeLamar Deposit

On November 3, 2017, the Company acquired 100% of interest in Kinross DeLamar Mining Company, a wholly-owned subsidiary of Kinross Gold Corporation ("Kinross"), which owned the DeLamar Deposit for $5.9 million ("mm") in cash and the issuance of 2,218,395 common shares of the Company that is equal to 9.9% of all of the issued and outstanding shares of the Company upon closing of the October 2017 $21.3mm financing. The 2,218,395 common shares issued were valued at $3.7mm on the closing date. The Company paid $2.4mm cash at closing of the acquisition transaction and issued a $3.5mm promissory note, which was originally due in May 2019.  In February 2019, the maturity date of the promissory note was extended to November 3, 2019, and the promissory note was paid in full on October 31, 2019.

As a result, Kinross USA Inc. has released its security on 25% of the shares of DeLamar Mining Company. 

The DeLamar Deposit is subject to multiple royalties (see Note 14 for details).

Florida Mountain Deposit

Integra executed in December 2017 Purchase and Sale Agreements with two private entities (Empire and Banner) to acquire patented claims in the past-producing Florida Mountain Gold and Silver Deposit ("Florida Mountain") for a total consideration of $2.0mm in cash. The Company completed the purchase of the Florida Mountain Empire claims in January 2018 and paid $1.6mm at closing. The Company completed the acquisition of the Florida Mountain Banner claims in the second quarter of 2018 and paid $0.4mm at closing.

---

9. EXPLORATION AND EVALUATION ASSETS (continued)

Florida Mountain Deposit (continued)

On March 8, 2024, Integra completed the acquisition of Rich Gulch, LLC, acquiring seventeen patented claims located adjacent to the Florida Mountain Deposit. The Company acquired all of the interest in Rich Gulch LLC in exchange for $2.1 million, which was satisfied through the issuance of 2,959,769 common shares in the capital of Integra. Subsequent to the acquisition, Rich Gulch LLC was liquidated, and the land titles were transferred to DeLamar Mining Company. This transaction was accounted for as an asset acquisition, as per management's assessment under IFRS 3.

Nevada North Project (Wildcat, Mountain View), Marr, Ocelot, Eden and Dune Properties

On December 11, 2020, Millennial (which was acquired by Integra on May 4, 2023) entered into a definitive agreement with a subsidiary of Waterton Global Resource Management ("Waterton") pursuant to which Millennial acquired Waterton's interest in Nevada North Project (Wildcat and Mountain View deposits), Marr, Ocelot, Eden and Dune properties located in Nevada ("the Nevada Properties"). The agreement was subsequently amended on May 25, 2022.

The Nevada Properties are subject to multiple royalties (see Note 14 for details). Franco-Nevada Corporation ("Franco-Nevada") acquired the Waterton royalties in June 2023.

The Company paid the final land purchase payment of $2.5 million in June 2023.

Red Canyon Property

On October 30, 2020, Millennial Red Canyon LLC ("Millennial Red Canyon"), a wholly owned subsidiary of Integra, entered into an agreement, pursuant to which Red Canyon Corporation will lease to Millennial Red Canyon, and grant Millennial Red Canyon the sole and exclusive right to acquire a 100% undivided legal and beneficial interest in, 254 unpatented lode mining claims located in Eureka County, Nevada. The agreement was subsequently amended on January 4, 2024, and 94 new claims were added to the agreement for a new total of 348 claims.

.

Under the terms of the agreement, Millennial Red Canyon will have an option to acquire a 100% undivided interest in the Red Canyon Property by completing the following:

---

9. EXPLORATION AND EVALUATION ASSETS (continued)

Red Canyon Property (continued)

• Millennial Red Canyon to spend an aggregate $1,500,000 in exploration expenditures as follows:

Please refer to Note 14 for details on royalty commitments.

Cerro Colorado District

On July 26, 2021 (the "Effective Date") Millennial Arizona LLC ("Millennial Arizona"), a wholly-owned subsidiary of Integra, entered into an agreement with Tri Minerals Holdings Corp. ("Tri Minerals"), to grant Millennial Arizona the sole and exclusive right to acquire from Tri Minerals a 100% undivided legal and beneficial interest in and to the Silver Hill, Mina del Tajo-west, La Colorada, Nuevo Colorado, Waterman, and Cyanide projects situated in the Cerro Colorado Mining District in Pima County, Arizona (together the "Arizona Properties").  The agreement was subsequently amended on February 20, 2024.

Pursuant to the terms of the agreement, Tri Minerals will lease the Arizona Properties to Millennial Arizona (the "Arizona Lease") through December 31, 2026 and grant Integra the sole and exclusive right to acquire a 100% undivided legal and beneficial interest in and to the Arizona Properties (the "Arizona Option"), subject to the following advance payments (the "Arizona Advance Payments"):

o $25,000 on or prior to the earlier of (i) the date that initial operations permits are received in respect of any of the Properties and (ii) the date that is six months after the Effective Date (the "Subsequent Payment") (paid);

o $50,000 on or prior to the 1st anniversary of the Effective Date (the "First Anniversary Payment') (paid);

o $200,000 on or before the 2nd anniversary of the Effective Date (the "Second Anniversary Payment') (paid);

---

9. EXPLORATION AND EVALUATION ASSETS (continued)

Cerro Colorado District (continued)

o $25,000 on or prior to February 29, 2024 (first instalment of the Lease Extension Payment) (paid);

o $75,000 on or prior to July 26, 2024 (second instalment of the Lease Extension Payment); and,

o $100,000 on or prior to July 26, 2025 (third instalment of the Lease Extension Payment).

Option Exercise Payment: On or before the termination of the Lease, but no later than December 31, 2026, Millennial Arizona may exercise the Arizona Option and, in such event, shall pay Tri Minerals $2,500,000, less the aggregate amount of the Arizona Advance Payments paid by Millennial Arizona to Tri Minerals.

Work Commitment: During the Term and provided all necessary State of Arizona (ASLD), BLM approvals, as appropriate, for exploration activities (including drilling) on the Arizona Properties have been obtained, Millennial Arizona shall conduct exploration activities in accordance with all permit requirements and shall incur exploration expenditures on the Arizona Properties as follows:

o A minimum of $1,500,000 in exploration expenditures on or prior to the fifth anniversary of the Effective Date ($633,247 has been incurred to date and $866,753 remains outstanding).

Please refer to Note 14 for details on royalty commitments.

War Eagle Gold-Silver Deposit

In December 2018, the Company has entered into an option agreement with Nevada Select Royalty Inc. ("Nevada Select"), now a wholly owned subsidiary of Gold Royalty Corp. to acquire Nevada Select's interest in a State of Idaho Mineral Lease (the "State Lease") encompassing the War Eagle gold-silver Deposit ("War Eagle") situated in the DeLamar District, southwestern Idaho. Under the option agreement, Integra paid Nevada Select $200,000 over a period of four years in annual payments.

Upon exercise of the option (exercised in December 2022), Nevada Select transferred its right, title and interest in the State Lease, subject to a 1.0% net smelter royalty on future production from the deposit payable to Gold Royalty Corp.

Integra made the final option payment of $70,000 in December 2022. The State Lease is subject to an underlying 5.0% net smelter royalty payable to the State of Idaho. In the War Eagle Mountain District, Integra had previously acquired the Carton Claim group comprising of six patented mining claims covering 45 acres and located 750m north of the State Lease.

BlackSheep District

The Company staked a number of the BlackSheep claims in 2018. The staking was completed in early 2019. Certain claims are IDL leases.

---

9. EXPLORATION AND EVALUATION ASSETS (continued)

Exploration and Evaluation Assets Summary:

*Reclamation adjustment is the change in present value of the reclamation liability, mainly due to changes to inflation rate and discount rate. Also see Note 15.

**A staff house building with a carrying value of $187,150 has been included in the DeLamar property. This building is being depreciated.

The Company spent $3,309,413 in exploration and evaluation activities during the three-month period ended March 31, 2024 (March 31, 2023 - $5,385,055). In the year ended December 31, 2023, the Company reclassified its site support costs to Exploration and Evaluation expenses. These costs include all the support staff (such as accounting team, site management, safety, equipment operators, etc) and project related G&A costs (such as fees on the surety bond, insurance, staff house, mobile equipment rental, equipment maintenance and repairs, Boise office, rental apartment, software, and other site G&A expenses).

Historically, the Company has classified those costs as "General & Administration" expenses in the consolidated statements of operations and comprehensive loss. The reclassification does not impact the operating loss, as the Company also expenses exploration and evaluation costs. Comparative numbers have been reclassified to conform with the current period reclassification.

Recognizing that site support costs are integral to the exploration and development project activities, management has carefully evaluated this alignment and concluded that classifying these expenses under Exploration and Evaluation Expenses offers a more accurate and transparent reflection of the nature of those costs. The site support expenses are now reported in the table below.

---

9. EXPLORATION AND EVALUATION ASSETS (continued)

The following tables outline the Company's exploration and evaluation expense summary for the three-month periods ended March 31, 2024 and 2023:

Exploration and Evaluation Expense Summary:

*Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

**Includes development G&A expenses and payroll

***Includes BLM, IDL and ASDL annual fees, consulting, property taxes, legal, etc. expenses

****Includes site G&A expenses

---

9. EXPLORATION AND EVALUATION ASSETS (continued)

*Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

**Includes development G&A expenses and payroll

***Includes BLM and IDL annual fees, consulting, property taxes, legal, etc. expenses

****Includes site G&A expenses

10. ACQUISITION OF MILLENNIAL PRECIOUS METALS CORP.

On February 26, 2023, the Company entered into a definitive plan of arrangement (the "Plan of Arrangement") with MPM pursuant to which Integra acquires all of the issued and outstanding common shares of MPM (the "Transaction"). Each MPM shareholder was entitled to receive 0.092 common share (post Consolidation) of Integra for each share of MPM held. Each stock option of MPM was exchanged in accordance with the Plan of Arrangement. The Transaction was approved by the securityholders of MPM on April 26, 2023 and closed on May 4, 2023. In connection with the Plan of Arrangement, the Company issued 16,872,050 common shares in exchange of MPM common shares, 764,704 stock options to replace MPM stock options and assumed 21,903,504 MPM warrants (convertible into 2,015,122 Integra shares). Based on the closing share price of Integra on May 4, 2023, the fair value of the consideration, including transaction costs, was $23,996,732.

The transaction is accounted for as an asset acquisition and the allocation of the purchase price to the assets acquired and liabilities assumed is based on estimated fair values at the time of acquisition, following the requirements of IFRS 2.

---

10. ACQUISITION OF MILLENNIAL PRECIOUS METALS CORP. (continued)

May 4, 2023 purchase price allocation ("PPA") to the estimated fair value of the assets and liabilities of MPM is as follows:

Purchase price:

Subsequent to the acquisition date, the exploration and evaluation assets balance was adjusted for some reversals and invoices related to the merger, received post-closing, and amounted to $24,542,651. 

11. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Related parties include the Board of Directors, Executive Chair, CEO, CFO, and enterprises that are controlled by these individuals.

As March 31, 2024, $238,256 (December 31, 2023 - $1,158,454) was due to related parties for payroll expenses, consulting fees, bonuses accruals, vacation accruals and other expenses.  Receivables from related parties (related to rent and office expenses) as of March 31, 2024 were $31,825 (December 31, 2023 - $20,643) and was recorded in receivables.

Key Management Compensation:

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors, Executive Chair, CEO, and CFO.

---

11. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (continued)

Remuneration attributed to executives and directors for the three-month periods ended March 31, 2024 and 2023 were as follows: 

*Short-term employment benefits include salaries, consulting fees, vacation accruals and bonus accruals for key management. It also includes directors' fees for non-executive members of the Company's Board of Directors.

**Mostly rent expenses due from entities for which Integra’s executives or directors are executives or directors.

In the three-month period ended March 31, 2024, the Company issued 56,662 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors.

In the three-month period ended March 31, 2023, the Company issued 20,449 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's closing share price at the end of quarter in which those DSUs were granted. The share-based payment related to these DSUs is included in the above table under stock-based compensation.

12. TRADE AND OTHER PAYABLES

Trade and other payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and amounts payable for operating and financing activities.  The usual credit period taken for trade purchases is 30 days.

The following is a breakdown of the trade and other payables:

13. CONVERTIBLE DEBT FACILITY

On July 28, 2022, the Company executed a credit agreement with Beedie Investment Ltd. (the "Lender"), for the issuance of a non-revolving term convertible debt facility (the "Convertible Facility") in the principal amount up to $20 million. Maturity date of the loan is set as 36 months following the closing date (August 4, 2022), which could be extended for an additional 12 months, if certain conditions are met. On August 4, 2022, an initial advance of $10 million was drawn under this facility, with the Company having the option to draw "subsequent advances" in increments of at least $2.5 million, up to an additional $10 million, subject to certain conditions. The Convertible Facility is secured by the Company's material assets and guaranteed by the Company's subsidiaries at that time. 

---

13. CONVERTIBLE DEBT FACILITY (continued)

In connection with the closing of the Merger with Millennial, the original Convertible Facility was amended on May 4, 2023 to accommodate the assets of Millennial and its subsidiaries, each of which, following the closing of the Merger, are loan parties and provide guarantees and security for the obligations under the loan agreement. The amended agreement modified the conversion price on the initial advance from $2.25 (adjusted for the Consolidation) to $1.73 (adjusted for the Consolidation) and increased the coupon interest rate from 8.75% to 9.25% per annum on the loan outstanding. The interest continues to be accrued for the first twenty-four (24) months from the date of the original Loan Agreement, payable quarterly either in shares or in cash, at Integra's election.

Prior to July 31, 2024, interest will be accrued and shall be compounded quarterly and added to the principal at the end of each quarterly interest period. Commencing with the quarterly interest period ending September 30, 2024, interest shall be paid quarterly either in cash or shares, at the Company's election.

The Company is required to pay standby fees at a rate of 2% per annum, calculated on the undrawn portion of the Convertible Facility, calculated on a daily basis, compounded quarterly, and payable in arrears on each interest payment date (quarterly) following the effective date commencing September 30, 2022. Those fees are deferred in full (and included in deferred transaction costs).

If for a period of 30 consecutive trading days, the Company's volume weighted average trading price ("VWAP") of the common shares measured on the close of the trading on each such day equals or exceeds a 50% premium above the initial advance conversion price or the subsequent advance conversion price for any subsequent advance, the Company shall, provided no event of default occurred and be continuing, be entitled to have a one-time right to elect to cause the lender to convert up to 50% of the outstanding principal amount.

The Company may, at any time so long as an event of default has not occurred and it is continuing, make a prepayment of the outstanding advances, a make whole fee equal to the interest that would have accrued on such principal amount being prepaid from the date such advance was made up to the earlier of the date that is 30 months following the date of such advance and the maturity date then in effect at the rate of interest applicable thereto less the amount of interest paid to date on such outstanding principal amount being prepaid; if the prepayment of any advance occurs after the date that is 30 months following the date such advance, a prepayment fee equal to 2% of the principal amount of such advance being prepaid; and all of other outstanding obligations if the Convertible Facility is prepaid in full.

At any time prior to repayment of the outstanding principal amount, the lender is entitled to elect to convert all or any portion of the principal amount (together with all outstanding standby fees and interest) into such number of common shares in the capital of the Company at a conversion price of a) for the initial advance $1.73 (adjusted for Consolidation)  b)  for the subsequent advance conversion price (equal to the higher of i) closing price on the trading day immediately prior to the date of the advance or ii) a 20% premium on the 30-day VWAP immediately prior to the date of the advance).

    The assumptions used in this valuation model and the resulting fair value of the embedded derivatives at March 31, 2024 and December 31, 2023 were as follows:

---

13. CONVERTIBLE DEBT FACILITY (continued)

A summary of the changes in the convertible facility for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is as follows:

*Management analyzed the accounting treatment of the May 4, 2023 loan amendment completed in connection with the closing of the merger with Millennial in accordance to IFRS 9. Management concluded that the original terms and new terms of the convertible debt facility are not "substantially different" and therefore, the loan amendment would be accounted for as a modification and not as an extinguishment. The adjustments to the carrying amount of the financial liability due to the modification is recognized as "Change in fair value of host liability" on the consolidated statements of operations and comprehensive loss.

Upon the occurrence of an event of default which is continuing, all obligations shall at the option of the lender be accelerated and become immediately due and payable. As of March 31, 2024 the Company was in compliance with the covenants.

---

14. COMMITMENTS AND CONTRACTUAL OBLIGATIONS

Net Smelter Return ("NSR")

DeLamar Project: Most of the DeLamar deposit is subject to a 2.5% NSR payable to Triple Flag Precious Metals Corp ("Triple Flag"). The NSR will be reduced to 1.0% once Triple Flag has received a total cumulative royalty payment of C$10 million ($7.4 million). Other NSRs ranging from 2.0% to 5.0% are also payable to third-party landholders on certain claims.

Integra Resources Corp. entered into a binding agreement with Wheaton Precious Metals (Cayman) Co., a wholly-owned subsidiary of Wheaton Precious Metals Corp. ("Wheaton"), pursuant to which Wheaton acquired a 1.5% net smelter returns royalty ("NSR Royalty") on metal production from all claims of the DeLamar Project (comprised of the DeLamar and Florida Mountain Deposits) for an aggregate cash purchase price of $9.75 million, to be paid in two installments.

The first installment of $4.875 million has been received by Integra on March 7, 2024 upon closing of the transaction. The second installment of $4.875 million is expected to be received by Integra four months from the date of the first installment.

Nevada North Project: A 0.5% NSR on production from the Wildcat property is payable to Franco-Nevada*. Other NSRs ranging from 0.4% to 1.0% are also payable to third-party landholders on certain claims. A 0.5% NSR on gold production from the Mountain View property is payable to Franco-Nevada*. Certain claims on the property are also subject to a 1.0% NSR to Franco-Nevada and a 1.5% NSR to Triple Flag. Other NSRs ranging from 0.05% to 1.5% are also payable to third-party landholders on certain claims.

War Eagle Property:  a 1.0% net smelter royalty on future production from the deposit is payable to Gold Royalty Corp. and a 5.0% net smelter royalty payable to the State of Idaho on certain claims. A 2% NSR on production from the Chadwick leased patented claims, with an option to purchase 1% NSR royalty for the payment of $500,000 with credit from prior payments made to lessor.

Marr, Ocelot, Eden and Dune Properties: Franco-Nevada* also has a 2.0% NSR on production from the Marr, Ocelot, Eden and Dune properties. Integra shall have an option at any time to buy down one-half of each royalty, thereby reducing the royalty to a 1.0% NSR royalty per property, for $1,500,000 per property.

Red Canyon Property: The Red Canyon property is subject to a 2.0% NSR royalty to Red Canyon Corporation. A 0.5% NSR is also payable to a third-party landholder.

Cerro Colorado District: The Cerro Colorado property is subject to a 1.0% NSR to Tri Minerals Holding Corp. For a period of five (5) years from the date the option is exercised, and the royalty is granted, Integra shall have the option to buy back the royalty for a payment $1,500,000. The Company has until July 26, 2026 to exercise the option.

Blacksheep Property:  a 5.0% net smelter royalty payable to the State of Idaho on certain claims.

* Franco-Nevada Corporation ("Franco-Nevada") acquired these royalties from Waterton in June 2023.

In May 2023, Wheaton Precious Metals Corp. acquired from Integra a Right of First Refusal ("ROFR") on all future precious metals royalties, streams and pre-pays transactions on all properties owned by the Company as of May 4, 2023. The Company received compensation of $37,101 (C$50,000) in exchange for the ROFR. This has been recorded under the Statements of Operations and Comprehensive Loss as income from right of first refusal interest.

---

14. COMMITMENTS AND CONTRACTUAL OBLIGATIONS (continued)

Advance Minimum Royalties ("AMR")

The Company's AMR obligation totalled $122,450 for 2024 (December 31, 2023 - $122,450), of which $47,350 was paid in the current quarter.

Annual Claim Filings Fees

The Company's obligation related to the Idaho Department of Lands ("IDL") rent payments totalled $30,907 for 2024 (December 31, 2023 - $30,907), which was paid in full in the current quarter.

The Company's obligation related to the Arizona State Lands Dept ("ASLD") rent payments totalled $129,000 for 2024 (December 31, 2023 - $75,140). 

The Company's obligation for BLM claim fees totalled $569,565 for 2024 (December 31, 2023 - $569,565).

Land Access Lease Payments

The Company's obligation related to land and road access lease payments totalled $290,943 for 2024 (December 31, 2023 - $284,744), of which $63,480 was paid in the current quarter.

15. RECLAMATION AND REMEDIATION LIABILITIES

The Company conducts its operations so as to protect the public health and the environment, and to comply with all applicable laws and regulations governing protection of the environment.

DeLamar Project

The site has been reclaimed by the former owner, Kinross, and the Company's environmental liabilities consist mostly of water treatment, general site maintenance and environmental monitoring costs.

The reclamation and remediation obligation represents the present value of the water treatment and environmental monitoring activities expected to be completed over the next 75 years. The cost projection has been prepared by an independent third party with expertise in mining site reclamation. Water treatment costs could be reduced in the event that mining at DeLamar resumes in the future. The Company's cost estimates do not currently assume any future mining activities. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon which to estimate the future liability.

These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual water treatment and environmental monitoring costs will ultimately depend upon future market prices for the required activities that will reflect market conditions at the relevant time.

The Company reviewed and revised some of its assumptions and estimates. The following table summarizes those estimates for March 31, 2024 and December 31, 2023.

---

15. RECLAMATION AND REMEDIATION LIABILITIES (continued)

Changes resulting from the reclamation assumptions revision are recognized as a change in the carrying amount of the reclamation liability and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset (see Note 9).

Nevada North Project (Mountain View and Wildcat) and Red Canyon Property

The provision was calculated using a weighted average risk-free interest rate of 1.72% (December 31, 2023 - 1.72%) and a weighted average inflation rate of 2.5% (December 31, 2023 - 2.5%). 

Summary of Obligations

The following table details the changes in the reclamation and remediation liability. 

		DeLamar Project			Nevada North Project			Red Canyon Property			Total
Liability balance at December 31, 2022	$	25,531,111		$	-		$	-		$	25,531,111
New reclamation liability (Note 10)		-			87,266			26,282			113,548
Reclamation spending		(1,195,703))			-			-			(1,195,703	)
Accretion expenses		1,022,592			3,418			1,029			1,027,039
Reclamation adjustment		16,486			-			-			16,486
Liability balance at December 31, 2023		25,374,486			90,684			27,311			25,492,481
Reclamation spending		(299,609	)		-			-			(299,609	)
Accretion expenses		255,279			390			118			255,787
Reclamation adjustment		(1,846,428	)		-			-			(1,846,428	)
Liability balance at March 31, 2024	$	23,483,728		$	91,074		$	27,429		$	23,602,231

 

---

15. RECLAMATION AND REMEDIATION LIABILITIES (continued)

Reclamation Deposits

Regulatory authorities in certain jurisdictions require that security be provided to cover the estimated reclamation and remediation obligations.

The Company's reclamation and remediation bonds as of March 31, 2024 amount to $4.5mm.

      *Secured with surety bonds, which are subject to a 2.5% management fee. No cash collateral is required.

      **Secured with restricted cash.

16. SHARE CAPITAL 

Share Capital

On May 26, 2023, the Company consolidated its common shares on the basis of one (1) new post-consolidation common share for every two and a half (2.5) existing pre-consolidation common share (the "Consolidation"). Proportionate adjustments have been made to the Company's outstanding stock options, restricted share units, and deferred share units. As required by IFRS, all references to share capital, common shares outstanding and per share amounts in these unaudited interim condensed consolidated financial statements and the accompanying notes have been restated retrospectively to reflect the Consolidation.

The Company is authorized to issue an unlimited number of common shares without par value.  As at March 31, 2024, the number of total issued and outstanding common shares was 88,458,702 (December 31, 2023 - 68,871,437).

Activities during the three-month period ended March 31, 2024

Equity Financings:

The Company completed on March 13, 2024 a bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units at a price of C$0.90 (US$0.67) per unit for aggregate gross proceeds of C$15 (US$11) million. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of C$1.20 (US$0.89) for a period of 36 months from the closing of the offering.

The Company paid $~0.6 million in brokers' fee and $~0.6 million for various other expenses (mostly legal and filing fees) in connection with the equity financings.

---

16. SHARE CAPITAL (continued)

Activities during the three-month period ended March 31, 2024 (continued)

Equity Incentives:

On January 5, 2024, the Company approved a cash redemption of 7,775 vested RSUs, and as a result, no shares have been issued related to this transaction.

On January 10, 2024, the Company issued 15,746 shares as a result of vesting RSUs (32,458 units vested of which 19,958 units were redeemed/settled).

Property Acquisition:

Integra completed on March 8, 2024, the acquisition of seventeen patented claims in the Rich Gulch area of the DeLamar Project. Under the terms of the purchase agreement, the Company acquired all of the interests in exchange for $2.1 million, which was satisfied through the issuance of 2,959,769 common shares in the capital of the Company. The shares issued are subject to trading restrictions.

Activities during the year ended December 31, 2023

Millennial Acquisition:

The Company acquired all outstanding shares of Millennial on May 4, 2023. In aggregate, 16,872,050 Integra shares were issued to former Millennial shareholders as consideration for their Millennial shares, at a price of $1.35 for a total of $22,697,554 included in the PPA (see Note 10).

Equity Financings:

In connection with the closing of the acquisition of Millennial, 20,000,000 subscription receipts of Integra issued on March 16, 2023 at a price of C$1.75 per subscription receipt were converted into one Integra share for no additional consideration.  The gross proceeds amounted to $25.8 million (C$35 million). The Company paid $~1 million in brokers' fee and $~$0.5 million for various other expenses (mostly legal and filing fees) in connection with the equity financings.

Equity Incentives:

In April 2023, the Company approved a cash redemption of 938 vested RSUs, and as a result, no shares have been issued related to this transaction.

In December 2023, the Company issued 93,911 shares as a result of vesting RSUs.

In December 2023, the Company approved cash redemption of 24,935 vested RSUs, and as a result, no shares have been issued for these RSUs.

---

16. SHARE CAPITAL (continued)

Equity Incentive Awards

The Company has an equity incentive plan ("the Equity Incentive Plan") whereby the Company's Board of Directors, within its sole discretion, can grant to directors, officers, employees and consultants, stock options to purchase shares of the Company, restricted share units ("RSU") and deferred share units ("DSU") (together the "Awards"). The Equity Incentive Plan provides for the issuance of Awards to acquire up to 10% of the Company's issued and outstanding capital. The Equity Incentive Plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of Awards will increase as the Company's issued and outstanding share capital increases.  As at March 31, 2024, the Company had 3,700,241 (December 31, 2023 - 1,689,467) awards available for issuance.

In addition, the aggregate number of shares that may be issued and issuable under this Equity Incentive Plan (when combined with all of the Company's other security-based compensation arrangements, as applicable):

(a) to any one participant, within any one-year period shall not exceed 5% of the Company's outstanding issue, unless the Company has received disinterested shareholder approval;

(b) to any one consultant (who is not otherwise an eligible director), within a one-year period shall not exceed 2% of the Company's outstanding issue;

(c) to eligible persons (as a group) retained to provide investor relations activities, within a one-year period shall not exceed 2% of the Company's outstanding issue; 

(d) to insiders (as a group) shall not exceed 10% of the Company's outstanding issue from time to time;

(e) to insiders (as a group) within any one-year period shall not exceed 10% of the Company's outstanding issue; and

(f) to any one insider and his or her associates or affiliates within any one-year period shall not exceed 5% of the Company's outstanding issue from time to time.

In no event will the number of shares that may be issued to any one participant pursuant to Awards under this Equity Incentive Plan (when combined with all of the Company's other security-based compensation arrangement, as applicable) exceed 5% of the Company's issued and outstanding shares from time to time.

Stock Options

A summary of the changes in stock options for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is as follows:

		Options			March 31, 2024 Weighted Average Exercise Price			Options			December 31, 2023 Weighted Average Exercise Price
Outstanding at the beginning of period		3,300,083		$	3.06			1,478,773		$	5.35
Granted		-			-			2,559,979			1.98
Expired		(52,800	)		4.52			(738,669	)		3.90
Outstanding at the end of period		3,247,283		$	3.04			3,300,083		$	3.06

---

16. SHARE CAPITAL (continued)

Stock Options (continued)

The following table summarizes outstanding stock options as March 31, 2024:

      *Those stock options expired subsequent to the quarter end.

Share-based payments - stock options

A summary of the changes in the Company's reserve for share-based payments related to the stock options for the three-month periods ended March 31, 2024 and 2023 is set out below:

On December 20, 2023, the Company granted 1,603,371 stock options to its directors, officers, employees and contractors at an exercise price of $1.04 per option, with the expiry date December 20, 2028. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $909,007, to be amortized over the options vesting period.

On May 4, 2023, the Company granted 764,704 replacement stock options to Millennial's employees and consultants (see Note 10), at the price range of $2.40 - $5.29. Of these replacement options, 207,000 expired on the following day and 62,100 expired on August 4, 2023. The share-based payment related to those replacement stock options was calculated as $31,888 and included in the PPA (see Note 10).

 

---

16. SHARE CAPITAL (continued)

Share-based payments - stock options (continued)

On January 10, 2023, the Company granted 191,904 stock options to its directors and officers, at an exercise price of $1.63 per option, with the expiry date January 10, 2028. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $137,900, to be amortized over the options vesting period.

The following assumptions were used for the Black-Scholes valuation of stock options granted during the three-month periods ended March 31, 2024 and 2023:

Restricted Share Units

Restricted share units are the equity settled units, granted under the Company's Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant and vest in equal installments annually over three years. The aggregate maximum number of shares available for issuance from treasury underlying restricted share units under the Equity Incentive Plan is 1,200,000 shares. These units are exercisable into one common share once vested, for no additional consideration. They can be redeemed in cash, at the Company's discretion.

A summary of the changes in restricted share units for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is as follows:

Outstanding balances include all vested RSUs for which settlement has been deferred.

 

---

16. SHARE CAPITAL (continued)

Share-based payments - restricted share units

A summary of the changes in the Company's reserve for share-based payments related to the restricted share units for the three-month periods ended March 31, 2024 and 2023 is set out below:

During the three-month period ended March 31, 2024 total of 40,233 RSUs vested (including 12,500 RSUs for which the settlement was deferred to future years) and 28,177 RSUs were canceled.

During the year ended December 31, 2023, a total of 131,541 RSUs vested (including 10,000 RSUs for which the settlement was deferred to future years) and 48,474 RSUs were canceled.

On December 20, 2023, the Company granted 941,898 RSUs to its officers and employees as a long-term incentives grant. The share-based payment related to these units was calculated as $970,044, to be amortized over the unit three-year vesting period.

On January 10, 2023, the Company granted 116,124 RSUs to its officers as a long-term incentives grant. The share-based payment related to these units was calculated as $188,884, to be amortized over the unit three-year vesting period.

Deferred Share Units

Deferred share units are equity settled units, granted under the Company's Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant. DSUs granted before Q4 2021 vested immediately. DSUs granted from Q4 2021 onward will vest one year post grant. The aggregate maximum number of shares available for issuance from treasury underlying deferred share units under the Equity Incentive Plan is 1,200,000 shares. These units are exercisable into one common share during the period commencing on the business day immediately following the retirement date and ending on the ninetieth day following the retirement date providing a written redemption notice to the Company, for no additional consideration. In the event a participant resigns or is otherwise no longer an eligible participant during the year, then any grant of DSUs that are intended to cover such year, the participant will only be entitled to a pro-rated DSU payment. These units can be redeemed in cash, at the Company's discretion.

A summary of the changes in deferred share units for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is as follows:

 

---

16. SHARE CAPITAL (continued)

Deferred Share Units (continued)

Share-based payments - deferred share units

A summary of the changes in the Company's reserve for share-based payments related to the deferred share units for the three-month periods ended March 31, 2024 and 2023 is set out below:

In the current three-month period ended March 31, 2024, the Company issued 56,662 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's closing share price at the end of quarter. These DSUs will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $40,334, to be amortized over 12 months.

In the year ended December 31, 2023, the Company issued 74,865 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's closing share price at the end of quarter. The Company also granted 99,000 DSUs in January 2023 as a long-term incentives grant for the fiscal year 2022 and 364,000 DSUs in December 2023 as a long-term incentives grant for the fiscal year 2023. These DSUs will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $616,750, to be amortized over 12 months.

Share-based payments - summary

A summary of the changes in the Company's reserve for all share-based payment arrangements for the three-month periods ended March 31, 2024 and 2023 is set out below:

 

---

16. SHARE CAPITAL (continued)

Warrant reserve

The Company completed on March 13, 2024 a bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. As a result, the Company issued 8,305,874 warrants related to this financing. Each warrant entitles the holder thereof to purchase one common share at an exercise price of C$1.20 (US$0.89) for a period of 36 months from the closing of the offering.

The Company assumed 21,903,504 warrants as a result of the Millennial acquisition (see Note 10). Each warrant can be exercised for 0.092 Integra shares. As a result, a maximum of 2,015,122 Integra shares would be issuable upon exercise of the warrants.

The following warrants were outstanding as at March 31, 2024:

---

---

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Kosec, Chief Executive Officer of Integra Resources Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Integra Resources Corp. (the "issuer") for the interim period ended March 31, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

1

---

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

 

Date: May 14, 2024

/s/ Jason Kosec

_____________________

Jason Kosec

Chief Executive Officer

---

---

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Andree St-Germain, Chief Financial Officer of Integra Resources Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Integra Resources Corp. (the "issuer") for the interim period ended March 31, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

1

---

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 14, 2024

/s/ Andree St-Germain

_____________________

Andree St-Germain

Chief Financial Officer

---

---

CONSENT OF RAPHAEL DUTAUT

The undersigned hereby consents to:

(1) the inclusion in this Current Report on Form 6-K of Integra Resources Corp. (the "Company") of the scientific and/or technical information contained in the Company's Management's Discussion and Analysis dated May 14, 2024 (the "Technical Information") being filed with the United States Securities and Exchange Commission (the "SEC") under cover of Form 6-K; and

(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company's Registration Statement on Form F-10 (File No. 333-276530), and any amendments thereto, filed with the SEC.

	/s/ Raphael Dutaut
	Name: Raphael Dutaut (Ph.D., P.Geo, OGQ Membership 1301)
	Title: Vice President Geology and Mining, Integra Resources Corp.
Date: May 14, 2024

---

---