Integra Resources — Capital/Financing Update 2024

Mar 7, 2024

INTEGRA RESOURCES CORP.

Public Offering of Units

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March 5, 2024

The securities offered under this Offering Document (the “Offering Document”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada (other than the province of Quebec). Copies of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed may be obtained by contacting Cormark Securities Inc., who will arrange to send them if you request it by contacting: Cormark Securities Inc. Royal Bank Plaza, North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2.

This document does not provide full disclosure of all material facts relating to the Units. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Units, before making an investment decision.

Copies of the final base shelf prospectus, and any applicable prospectus supplement, are available electronically from the Company’s profile at www.sedarplus.ca.

All amounts in C$ unless otherwise stated.

Issuer: Integra Resources Corp. (the “ Company ”). Offering: Treasury offering of 11,112,000 units (each a “ Unit ”) of the Company (the “ Offering ”). Each Unit will consist of one common share in the capital of the Company (a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company at a price of C$1.20 for a period of 36 months following the closing date. Offering Price: $0.90 per Unit (the “ Offering Price ”). Size of Offering: Approximately $10 million. Over-Allotment Option: The Company has granted to the Underwriters an option (the “ Over-Allotment Option ”) exercisable, in whole or in part until 11:59 p.m. Toronto time on the 30[th] day following the Closing Date to purchase up to such number of additional Units of the Company at the Offering Price, as is equal to 15% of the number of Units of the Company issued pursuant to the Offering, for market stabilization purposes and to cover over-allotments, if any.

Use of Proceeds:

The Company intends to use the net proceeds from the Offering to fund exploration and development expenditures at the DeLamar Project, the Nevada North Project, and for working capital and general corporate purposes.

Form of Offering:

• “Bought-deal” public offering by way of a prospectus supplement to the Company’s short form base shelf prospectus dated January 16, 2024, to be filed in each of the provinces and territories of Canada (other than the province of Québec) that may be offered on a private placement basis in the United States (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”)) or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act and/or pursuant to Section 4(a)(2) of the U.S. Securities Act, or such other exemption as not to require registration and in accordance with any applicable securities laws of any state of the United States; and, in accordance with applicable securities laws, any other jurisdictions that would not require the filing of a prospectus, registration statement, offering memorandum or similar document and would not result in the Company having any reporting or other obligation in such jurisdiction.

Underwriting Agreement: The Company and the Underwriters will enter into a definitive underwriting agreement which agreement will contain “material change out”, “disaster and regulatory out” and “breach out” clauses running to the closing of the Offering. Listing: An application will be made to list the common shares comprising the Units and underlying the Warrants on the TSX Venture Exchange (the “ TSXV ”) and NYSE American LLC (“ NYSE American ”). The existing common shares of the Company are currently listed on the TSXV under the symbol “ITR” and the NYSE American under the symbol “ITRG”. The Company will also use its best efforts to list the Warrants on the TSXV.

Closing: March 13, 2024 or such other date as Cormark and the Company may agree. Commission: Cash commission equal to 6% of the gross proceeds of the Offering, however, that a reduced commission of 3% of the gross proceeds shall be payable in respect of the gross proceeds of the Offering received from subscribers included on a president’s list to be formed by the Company. Lead Underwriter: Cormark Securities Inc.

Lead Underwriter: