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Integra Resources Proxy Solicitation & Information Statement 2026

May 19, 2026

44908_rns_2026-05-19_d21bc594-b920-4f71-853f-76a7e25b91c5.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Integra Resources Corp. ("Integra" or the "Corporation") will be held:

Date and Time Location Record Date
Friday, June 26, 2026
10:00 a.m. Pacific Time 1050-400 Burrard Street
Vancouver, British Columbia May 8, 2026

The Meeting is being held for the following purposes:

  1. To receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2025, together with the reports of the auditors thereon.
  2. To fix the number of directors at eight (8) for the ensuing year.
  3. To elect directors of the Corporation for the ensuing year.
  4. To appoint BDO Canada LLP as auditor of the Corporation for the ensuing year and authorize the board of directors to fix the remuneration of the auditor.
  5. To consider, and if deemed advisable, to pass an ordinary resolution of shareholders to approve the Amended and Restated Equity Incentive Plan, as more fully described in the accompanying Management Information Circular (the "Circular").
  6. To transact such other business as may properly come before the meeting or any adjournment thereof.

The Corporation has decided to take advantage of the notice-and-access provisions ("Notice and Access") under National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the accompanying Circular to its shareholders for the Meeting. Under Notice and Access, instead of receiving printed copies of the Circular, Shareholders receive a notice ("Notice and Access Notification") with information on the Meeting date, location and purpose, as well as information on how they may access the Circular electronically or request a paper copy. The Corporation will not use procedures known as "stratification" in relation to the use of Notice and Access. We remind you to access and review all of the important information contained in the accompanying Circular and other proxy materials before voting. The Circular and other relevant materials are available at:

www.integraresources.com OR www.sedarplus.ca OR www.sec.gov

Shareholders may obtain, without any charge to them, a paper copy of the Circular and further information on Notice and Access by contacting the Corporation as follows:

Email Telephone
[email protected] 1-888-290-1175

The Corporation will arrange to mail paper copies of the Circular to those non-registered shareholders who have existing instructions on their account with their broker, nominee or intermediary to receive paper copies of the Corporation's proxy-related materials and to those registered shareholders who have requested paper copies.

Requests for paper copies of the Circular (and any other related documents) should be received no later than Wednesday, June 17, 2026 in order for shareholders to receive paper copies of such documents and return their completed proxies by the deadline for submission of 10:00 a.m. Pacific Time on Wednesday, June 24, 2026.

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Registered shareholders and duly appointed proxyholders will be able to vote and ask questions at the Meeting. Non-registered shareholders (being shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote, ask questions or otherwise participate at the Meeting.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy and detailed instructions about how to participate at the Meeting are set forth in the Circular which accompanies, and is deemed to form a part of, this notice.

DATED at Vancouver, British Columbia this 11th day of May 2026.

BY ORDER OF THE BOARD

"George Salamis"

George Salamis

President, Chief Executive Officer and Director

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