Integra Resources Corp. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia
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INTEGRA RESOURCES CORP. and TSX TRUST COMPANY and RAYMOND JAMES LTD., BMO NESBITT BURNS INC. AND CORMARK SECURITIES INC. and WHEATON PRECIOUS METALS CORP.
Subscription Receipt Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores • Ontario

INTEGRA RESOURCES CORP., a corporation existing under the laws of British Columbia, and includes any successor corporation

ARRANGEMENT AGREEMENT
Arrangement Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia

MILLENNIAL PRECIOUS METALS CORP., a corporation organized under the laws of the Province of British Columbia (the "Company")

CREDIT AGREEMENT Between INTEGRA RESOURCES CORP. as Borrower and INTEGRA RESOURCES HOLDINGS CANADA INC. INTEGRA HOLDINGS U.S. INC. DELAMAR MINING COMPANY as Guarantors and BEEDIE INVESTMENTS LTD. as Lender Dated as of July 28, 2022
Credit Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

FIRST SUPPLEMENTAL CREDIT AGREEMENT
First Supplemental Credit Agreement • March 17th, 2023 • Integra Resources Corp. • Gold and silver ores

WITNESSES THAT in consideration of the premises and of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • July 7th, 2020 • Integra Resources Corp.

The undersigned, Raymond James Ltd. (the "Lead Underwriter"), National Bank Financial Inc., PI Financial Corp., Echelon Wealth Partners Inc., GMP Securities L.P. and Roth Capital Partners, LLC (each, including the Lead Underwriter, an "Underwriter" and collectively, the "Underwriters") understand that Integra Resources Corp., a company organized under the laws of the Province of Ontario (the "Company") proposes to issue and sell an aggregate of 19,130,000 common shares in the capital of the Company (the "Purchased Shares"). The Underwriters hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company in the percentages set forth in section 8.1 of this Agreement, all but not less than all of the Purchased Shares on a "bought deal" basis, at the purchase price of $1.15 per Purchased Share (the "Purchase Price") for aggregate gross proceeds of $21,999,500.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • March 8th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia

WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the "Shares") in the capital of Millennial Precious Metals Corp. (the "Company"), a corporation existing under the laws of the Province of British Columbia, set forth on the Securityholder's signature page attached to this Agreement.

UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2024 • Integra Resources Corp. • Gold and silver ores • British Columbia
THIS RIGHT OF FIRST REFUSAL AGREEMENT dated as of May 4, 2023 BETWEEN: WHEATON PRECIOUS METALS INTERNATIONAL LTD., a company existing under the laws of the Cayman Islands ("Wheaton") - and - INTEGRA RESOURCES CORP., a company existing under the laws...
Right of First Refusal Agreement • May 12th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia

WHEREAS pursuant to the terms of a subscription agreement for subscription receipts dated March 16, 2023 between the Corporation and Wheaton Precious Metals Corp. ("WPM") (the "Subscription Agreement") and the terms of a subscription receipt agreement dated on or about the date hereof between the Corporation, Raymond James Ltd., BMO Nesbitt Burns Inc., Cormark Securities Ltd. and WPM (the "Subscription Receipt Agreement"), the Corporation has issued to WPM on a private placement basis 15,000,000 subscription receipts (the "Subscription Receipts") convertible, upon satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), into common shares in the capital of the Corporation on the terms and conditions of the Subscription Agreement and the Subscription Receipt Agreement;

THIRD SUPPLEMENTAL CREDIT AGREEMENT
Third Supplemental Credit Agreement • February 23rd, 2024 • Integra Resources Corp. • Gold and silver ores

WITNESSES THAT in consideration of the premises and of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

THIS INVESTOR RIGHTS AGREEMENT dated as of March 16, 2023 BETWEEN: WHEATON PRECIOUS METALS CORP., a company existing under the laws of the Province of Ontario, Canada (the "Investor") - and - INTEGRA RESOURCES CORP., a company existing under the laws...
Investor Rights Agreement • May 12th, 2023 • Integra Resources Corp. • Gold and silver ores • British Columbia

WHEREAS pursuant to the terms of a subscription agreement for subscription receipts dated March 16, 2023 between the Corporation and the Investor (the "Subscription Agreement") and the terms of a subscription receipt agreement dated on or about the date hereof between the Corporation, Raymond James Ltd., BMO Nesbitt Burns Inc., Cormark Securities Inc. and the Investor (the "Subscription Receipt Agreement"), the Corporation has issued to the Investor on a private placement basis 15,000,000 subscription receipts (the "Subscription Receipts") convertible, upon satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), into common shares in the capital of the Corporation on the terms and conditions of the Subscription Agreement and the Subscription Receipt Agreement;

INTEGRA RESOURCES CORP. Common Shares EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 30th, 2020 • Integra Resources Corp. • Gold and silver ores • New York

Integra Resources Corp., a British Columbia corporation (the "Company"), confirms its agreement (this "Agreement") with Stifel, Nicolaus & Company, Incorporated ("Stifel" or the "Agent") with respect to the issuance and sale from time to time by the Company of shares (the "Shares") of the Company's common shares, no par value per share (the "Common Shares"), having an aggregate offering price of up to US$25,000,000 (the "Maximum Amount") through or to the Agent, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.

INTEGRA RESOURCES CORP. AND MILLENNIAL PRECIOUS METALS CORP. AND TSX TRUST COMPANY
Integra Resources • May 12th, 2023 • Integra Resources Corp. • Gold and silver ores
INTEGRA RESOURCES CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of March 13, 2024
Integra Resources Corp. • March 15th, 2024 • Gold and silver ores • British Columbia

WHEREAS in connection with a public offering of units of the Corporation (the "Offered Units") pursuant to the terms and conditions of an underwriting agreement dated March 7, 2024 among Cormark Securities Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., Eight Capital, PI Financial Corp., Raymond James Ltd. and Stifel Nicolaus Canada Inc. and the Corporation, the Corporation intends to issue up to a maximum of 16,611,750 Offered Units at a price of $0.90 per Offered Unit;

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