Integra Resources — Governance Information 2020

Jun 5, 2020

AMENDMENTS TO ARTICLES

Dated: June 5, 2020

The following amendments are proposed to the form of Articles set forth in Exhibit E to the Management Information Circular of Integra Resources Corp. dated May 1, 2020 in connection with the resolution related to that Exhibit.

1. QUORUM

The quorum requirements for director and shareholder meetings will be amended as follows:

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2. ADVANCE NOTICE PROVISIONS

Section 10.10, which contains advance notice provisions for the election of directors will be amended as follows:

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3. ALTERATION OF CAPITAL STRUCTURE

Part 9, which enables the directors to make certain alterations to the capital structure of the company, will be amended as follows:

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4. ALTERNATE DIRECTORS

Part 15, which provides for the appointment of alternate directors in Sections 15.1 through to 15.8, will be removed.

5. FORUM SELECTION

Part 27, which includes provisions for forum selection for adjudication of certain disputes in Section 27.1, will be removed.