INTEGRA RESOURCES ANNOUNCES TRANSFORMATIONAL MERGER WITH FLORIDA CANYON GOLD CREATING A LEADING GROWTH FOCUSED GOLD AND SILVER PRODUCER IN THE GREAT BASIN

VANCOUVER, BC and TORONTO, July 29, 2024 /PRNewswire/ – Integra Sources Corp. (“Integra” or the “Company“) (TSXV: ITR) (NYSE American: ITRG) and Florida Canyon Gold Inc. (“FCGI“) (TSXV: FCGV) (in combination, the “Companies“) are happy to announce that they’ve entered right into a definitive association oath (the “Arrangement Agreement“), dated July 28, 2024, wherein Integra has yes to obtain the entire issued and remarkable stocks of FCGI pursuant to a court-approved plan of association (the “Transaction“). The Transaction will build a diverse, Splendid Basin-focused gold (“Au“) and silver (“Ag“) manufacturer with rapid gold manufacturing of roughly 70 thousand oz (“kozs“) of gold similar (“AuEq“)⁽¹⁾ in line with annum from the Florida Canyon Gold Mine (“Florida Canyon“), coupled with a integrated enlargement pipeline of top quality advancement level property together with the DeLamar Mission (“DeLamar“) and the Nevada North Mission (“Nevada North“).

Below the phrases of the Transaction, FCGI shareholders will obtain 0.467 of a regular proportion of Integra (every complete proportion, an “Integra Share“) for every regular proportion of FCGI (“FCGI Share“) held (the “Exchange Ratio“). Current shareholders of Integra and FCGI will personal roughly 60% and 40%, respectively, of the phenomenal Integra Stocks on extreme of the Transaction (however previous to the of entirety of the fairness financing described underneath) on a fully-diluted in-the-money foundation. The Trade Ratio implies attention of C$0.69 in line with FCGI Percentage in response to the extreme marketplace worth of the Integra Stocks at the TSX Mission Trade (the “TSXV“) on July 26, 2024 for overall attention of roughly C$95 million.

The merger between FCGI and Integra creates a enlargement targeted gold and silver manufacturer within the Splendid Basin, offering balanced and transformational advantages to shareholders of each Integra and FCGI. The Transaction is strategically aligned with Integra’s long-term ocular of turning into a eminent US founded mid-tier gold-silver manufacturer and producing important price for all shareholders and stakeholders. Following of entirety of the Transaction, Integra will store a diverse and tactically sequenced portfolio of gold-silver manufacturing and advancement property, all throughout the zenith tier mining jurisdiction of the Splendid Basin. These days money flowing Florida Canyon will provide because the foundational manufacturing asset, underpinned by way of two top quality advancement initiatives in DeLamar and Nevada North. The mixed portfolio supplies a pathway for Integra to materially develop its manufacturing profile and change into a mid-tier manufacturer able to turning in over 250kozs AuEq⁽¹⁾ in line with annum from a zenith tier mining jurisdiction at a aggressive all-in maintaining value (“AISC“).

Strategic Rationale for Transaction

• Quick Gold Manufacturing & Money Tide: The Transaction will determine Integra as a newly shaped yongster gold-silver manufacturer, offering buyers rapid publicity to the robust steel worth shape via Florida Canyon.

• • • Florida Canyon is a confirmed open-pit mining operation positioned in Nevada, with cast working efficiency lately because of improvements to team of workers and operational practices.
    • Manufacturing in 2023 of ~71kozs AuEq at internet money prices and AISC of US$1,368/ozand US$1,654/oz., respectively.⁽¹⁾⁽²⁾
    • The 2024 NI 43-101 Technical File for Florida Canyon demonstrated a 7 yr mine time (now not together with 3 years of residual leaching), generating a median of ~70kozs AuEq in line with annum, producing an after-tax Internet Provide Worth (“NPV“) 5% of US$128 million (the usage of Bottom Case gold of US$2,200/ozfor 2024, US$2,150/ozfor 2025/2026 and US$1,900/ozthereafter).⁽¹⁾

• Powerful Pipeline to Assistance Business Well-known Expansion: Complementary portfolio of strong, strategically sequenced, oxide heap leach initiatives, growing cloudless a trail to rising manufacturing and changing into a mid-tier treasured metals manufacturer.

• • • DeLamar is a sophisticated gold-silver heap leach task positioned in southwestern Idaho. A Mine Plan of Operations has been submitted and deemed entire by way of the U.S. Bureau of Land Control in June 2024. DeLamar is likely one of the few gold-silver advancement initiatives within the Western U.S. that shall be actively complicated throughout the Nationwide Environmental Coverage Company (“NEPA“) mine allowing procedure, demonstrating the numerous shortage price of the task.
    • The 2022 Pre-feasibility Find out about (“PFS“) for DeLamar demonstrated an 8-year mine time, generating a median of 136kozs AuEq in line with annum, producing an after-tax NPV5% of US$470M and Inside Price of Go back (“IRR“) of 33% (the usage of US$2,000/ozAu and US$23/ozAg).⁽²⁾

• • • • The 2022 PFS find out about mine plan excludes ~500kozs AuEq of Deliberate & Indicated (“M&I“) assets present in ancient stockpiles. The stockpiles sit down at floor and had been mined by way of earlier operators. The stockpile useful resource was once revealed by way of Integra in 2023. Feasibility Find out about paintings is ongoing which is able to incorporate the stockpiles right into a mine plan.⁽²⁾

• • • Nevada North is made out of the Wildcat and Mountain View deposits, positioned in northwestern Nevada. The Wildcat store is positioned roughly 40 miles from Florida Canyon.
    • The 2023 Initial Financial Evaluation for Nevada North demonstrated a 13-year mine time, generating a median of 80kozs AuEq in line with annum, producing an after-tax NPV5% of US$490M and IRR of 37% (the usage of US$2,000/ozAu and US$23/ozAg)⁽¹⁾. Roughly 80% of the mentioned mineral useful resource at Nevada North is throughout the Indicated division.
    • Drilling is these days underway on the Wildcat Depot to extend oxide mineralization adjoining to the prevailing useful resource day additionally checking out the high-grade breccia goal for oxide useful resource enlargement and to collect subject matter for additional metallurgical and geotechnical checking out.

• Important Useful resource Endowment: Mixed portfolio of 3 top quality oxide heap leach gold-silver initiatives throughout the Splendid Basin with peer eminent useful resource stock with 5.2 million oz (“Mozs“) Au and 152.5Mozs Ag within the M&I division, and a couple of.9Mozs Au 17.2Mozs Ag within the Inferred division. General mineral reserves of two.0Mozs Au and 51.3Mozs Ag within the Confirmed and Possible division in response to oxide and combined ore. ^{([1]),([2]),([3])}
• Sturdy Attainable for Regional Synergies: Tangible synergies exist between Florida Canyon and Nevada North, positioned roughly 40 miles aside, which can be anticipated to power important extra long-term price throughout the Splendid Basin for all shareholders and stakeholders. Integra may also take pleasure in a seasoned and skilled staff at Florida Canyon because it brings DeLamar and Nevada North into manufacturing.
• Top Trait Staff: The chief staff and Board of Administrators have a confirmed observe report of good fortune in exploration, project-development and mining operations within the U.S. As well as, the senior management staff boasts important task financing, mergers & acquisitions (“M&A“), and capital markets revel in.
• Monetary Power: The Corporate shall be strongly situated to optimize Florida Canyon and proceed key milestones at DeLamar and Nevada North – Wheaton Treasured Metals Corp. (“Wheaton“) and Beedie Investments Ltd. (“Beedie Capital“) partnerships lend line-of-sight to task financing.
• Advantages to Native Communities: The Transaction creates 20+ years of office for the native staff at Florida Canyon and brings important advantages to communities shape Integra’s key initiatives in Nevada and Idaho. All key initiatives are positioned inside riding distance of every alternative.

Jason Kosec, President and Well-known Govt Officer of Integra, mentioned, “The Transaction between Integra and FCGI is a unique opportunity to combine production and cash flows with two complementary high-quality growth projects in the Great Basin, one of the best mining jurisdictions in the world. Post Transaction Integra will benefit from the currently cash flowing Florida Canyon mine, which provides investors immediate exposure to strong metal prices. DeLamar and Nevada North provide an unmatched growth pipeline that create a pathway to grow Integra from a junior to mid-tier producer in the coming years. As DeLamar is advanced through permitting and toward production, it will greatly benefit from the existing operational and technical capabilities of the team operating Florida Canyon. Moreover, the proximity of Florida Canyon to Nevada North will create a 20+ year mining complex that will benefit from tangible synergies and also deliver significant value to both shareholders and local communities. This Transaction represents a monumental step towards Integra’s long-term vision of building an industry leading USA focused mid-tier gold producer.”

Audra Walsh, Meantime Well-known Govt Officer of FCGI, mentioned, “We are excited to announce the merger of FCGI with Integra, a strategic move that will significantly enhance the combined company’s position as a leading US junior gold producer with a strong growth pipeline. This transaction offers FCGI shareholders substantial ongoing ownership in the new company, providing the opportunity to participate in the anticipated future re-rating as DeLamar progresses toward production. The close proximity of Florida Canyon, DeLamar, and Nevada North has the potential to generate substantial synergies, paving the way for accelerated growth and operational efficiencies.”

Advantages to Integra Shareholders

• Quick transition from gold developer to yongster gold manufacturer with predictable annual manufacturing from a confirmed heap leach mining operation, offering buyers publicity to the robust steel worth shape.
• Attainable for brandnew oxide discoveries recognized at goals alongside collision at Florida Canyon, that have the prospective to noticeably lengthen mine time.
• Current Florida Canyon staff will lend advantages to whole portfolio of initiatives. Operational and technical experience from Florida Canyon shall be precious for engineering, development, and ramp-up at Delamar. The proximity of Florida Canyon and Nevada North is anticipated to build tangible synergies for folk and kit as Nevada North is introduced on-line.
• The mixed corporate will take pleasure in enhanced scale and progressed capital markets profile, buying and selling liquidity, and anticipated relief to price of capital which shall be a very powerful for task financing at DeLamar.
• Creates the opportunity of hour index inclusion and the addition of brandnew important cornerstone buyers to fix the likes of Wheaton, Beedie Capital, and GMT Capital Corp. (“GMT“)

Advantages to FCGI Shareholders

• FCGI shareholders book significant possession in one of the crucial biggest treasured metals firms within the Splendid Basin by way of mineral endowment.
• Supplies diversification from a unmarried asset manufacturing corporate to a multi-asset car with manufacturing and two top quality advancement initiatives, making a long-term working platform and pathway for enlargement.
• Florida Canyon staff will take pleasure in the addition of close by advancement initiatives with attainable for occupation developments and longevity. Communities shape Florida Canyon will take pleasure in a bigger platform to backup increasing mining operations inside patch.
• Considerably improves the corporate’s capital markets profile with a NYSE American list and enhanced protection from the analyst and investor folk. As well as, provides a top-tier roster of institutional and strategic buyers to backup long-term technique.
• Addition of a zenith tier control staff with intensive revel in throughout exploration, advancement, and manufacturing within the U.S. in addition to deep experience in capital markets and M&A.

Transaction Main points

Pursuant to the Transaction, FCGI shareholders will obtain 0.467 of an Integra Percentage for every FCGI Percentage held (the “Consideration“). The Attention implies C$0.69 in line with FCGI Percentage and represents an fairness valuation of roughly C$95 million in response to the extreme worth of the Integra Stocks on July 26, 2024. Current shareholders of Integra and FCGI will personal roughly 60% and 40% of the mixed corporate, respectively, on a fully-diluted in-the-money foundation, sooner than given impact any concurrent financing.

The Transaction shall be effected by the use of a court-approved plan of association below the Canada Trade Companies Office, requiring the goodwill of (i) a minimum of 66 ⅔% of the votes solid by way of the shareholders of FCGI vote casting in individual or represented by way of proxy, (ii) if appropriate, a easy majority of the votes solid by way of shareholders of FCGI, with the exception of for this objective the votes of “related parties” and “interested parties” and alternative votes required to be excluded below Multilateral Tool 61-101 Coverage of Minority Safety Holders in Particular Transactions, all at a unique assembly of FCGI’s shareholders to imagine the Transaction, and (iii) the goodwill of the Ontario Superb Courtroom of Justice.

Administrators and senior officials of FCGI have entered into vote casting backup words pursuant to which they’ve yes, amongst alternative issues, to vote their FCGI regular stocks in general of the Transaction. Vote casting backup words have additionally been gained from positive FCGI shareholders.

At the efficient past of the Transaction, the Board of Administrators (the “Board“) of Integra shall be reconstituted such that six wave administrators of Integra will stay at the Board, and Integra will appoint two extra administrators from nominees equipped by way of FCGI.

Along with shareholder and yard approvals, the Transaction is topic to appropriate regulatory approvals, together with the approvals of the TSXV and the pride of positive alternative extreme situations standard in transactions of this nature in addition to standard meantime length covenants in regards to the operation of every of the Corporations’ respective companies. The Transaction is topic to the prior of entirety of the sale of FCGI’s Mexican property, as prior to now introduced, and receipt of goodwill from the Federal Financial Festival Fee (Comisión Federal de Competencia Económica – COFECE), below the Federal Legislation of Financial Festival, to such sale. The transaction could also be conditional upon binding preparations being in playground for the alternative of collateral supporting the FCGI Surety Bond and drop of the Alamos Surety Bond Agreement. The Association Promise incorporates standard provisions together with fiduciary-out provisions in general of FCGI, non-solicitation and proper to compare great proposals in general of Integra, and a US$2.25 million termination charge payable to Integra below positive cases. Matter to the pride of those situations, Integra and FCGI be expecting that the Transaction shall be finished within the fourth quarter of 2024. Main points relating to those and alternative phrases of the Transaction are set off within the Association Promise, which shall be to be had below the SEDAR+ profiles of Integra and FCGI at www.sedarplus.ca.

Complete main points of the Transaction shall be incorporated within the control data round of FCGI, anticipated to be mailed to shareholders in September 2024. The FCGI shareholder’s assembly is anticipated to happen in October 2024, with extreme of the Transaction anticipated in November 2024.

Not one of the securities to be issued pursuant to the Transaction had been or shall be registered below the USA Securities Office of 1933, as amended (the “U.S. Securities Act“), or any securities regulations of any atmosphere of the USA (as outlined in Law S below the U.S. Securities Office), and any securities issuable within the Transaction are expected to be issued in reliance upon to be had exemption from such registration necessities pursuant to Category 3(a)(10) of the U.S. Securities Office and related exemptions below appropriate securities regulations of any atmosphere of the USA. This press drop does now not represent an deal to promote or the solicitation of an deal to shop for any securities.

Board of Administrators’ Advice and Vote casting Assistance

The Association Promise and the Transaction had been unanimously permitted by way of the forums of administrators of every of Integra and FCGI, and the board of administrators of FCGI has advisable that FCGI shareholders vote in general of the Transaction. Stifel has equipped a equity opinion to the Board of Administrators of Integra, declaring that, as of the past of its opinion, and founded upon and topic to the guesses, boundaries and {qualifications} mentioned in such opinion, the honor to be paid below the Transaction is honest, from a monetary standpoint, to Integra.

Cormark Securities Inc. has equipped a equity opinion to the Board of Administrators of FCGI, declaring that, as of the past of its opinion, and founded upon and topic to the guesses, boundaries and {qualifications} mentioned in such opinion, the honor to be paid below the Transaction is honest, from a monetary standpoint, to FCGI shareholders. The overall textual content of the equity opinion, which describe, amongst alternative issues, the guesses made, procedures adopted, elements regarded as and boundaries and {qualifications} at the evaluation undertaken, and the phrases and situations of the Transaction, shall be incorporated within the control data round of FCGI.

Following of entirety of the Transaction, the Integra Stocks will proceed buying and selling at the TSXV and NYSE American, and the FCGI Stocks shall be de-listed from the TSXV. Roughly 89 million Integra Stocks are these days remarkable on a non-diluted foundation and roughly 138 million FCGI Stocks are these days remarkable on a non-diluted foundation. Upon of entirety of the Transaction (assuming incorrect extra issuances of Integra Stocks or FCGI Stocks, alternative than the issuance of Integra Stocks on conversion of the Subscription Receipts), there shall be roughly 168 million Integra Stocks remarkable on a non-diluted foundation and roughly 179 million Integra Stocks remarkable on a fully-diluted in-the-money foundation.

Beedie Capital Consent to the Transaction & Capital Credit score Facility

In reference to the extreme of the Transaction, Integra is happy to announce that it has entered right into a fourth supplemental credit score oath (“Fourth Supplemental Credit Agreement“) with Beedie Capital to amend the convertible mortgage oath dated July 28, 2022, as amended by way of a primary supplemental credit score oath dated as of February 26, 2023, a 2d supplemental credit score oath dated as of Would possibly 4, 2023 and a 3rd supplemental oath dated as of February 20, 2024 (as amended by way of the Fourth Supplemental Credit score Promise (the “Credit Agreement“), pursuant to which Beedie Capital yes to mortgage as much as US$20 million (the “Convertible Facility“)). Beedie Capital yes to a 2d proceed within the quantity of US$5 million topic to gratifying positive situations below the Fourth Supplemental Credit score Promise, and to additional amend the Convertible Facility to house the property of FCGI and its subsidiaries, every of which, following the extreme of the Transaction, shall be mortgage events and lend promises and safety for the responsibilities below the Credit score Promise.

Beedie Capital and Integra additional yes to, conditional upon extreme of the Transaction, amend the phrases of the Credit score Promise to lend for please see: (i) topic to TSXV goodwill, regulate the conversion worth at the preliminary proceed of US$10 million (the “Initial Advance“) from C$0.945 in line with Integra regular proportion (the “Common Share“) (or, C$2.3625 in line with Usual Percentage on a post-consolidation foundation) to a 25% top rate to the Factor Value, being C$1.6875; (ii) extension of the adulthood past of the Credit score Promise from July 28, 2025 to July 31, 2027; (iii) extension of the length all through which scheduled passion bills shall be capitalized as fundamental from the wave expiry past of October 31, 2023 to December 31, 2024; (iv) amendment of the make-whole charge from the volume of passion Integra would have paid had the Convertible Facility persevered for 36 months from the Preliminary Progress to 48 months from the Preliminary Progress; and (v) amendment of the covenant requiring Integra to guard a steadiness of unrestricted money a minimum of US$2 million to US$5 million. Integra may also request to attract a 2d proceed at the Convertible Facility within the fundamental quantity of US$5 million (the “Subsequent Advance“) straight away following of entirety of the Transaction, with a conversion worth equivalent to a 25% top rate to the Factor Value. Within the tournament that the modification to the conversion worth of the Preliminary Progress does now not obtain regulatory goodwill, Integra and Beedie Capital have yes to a downward adjustment to the aforementioned top rate in recognize of the conversion worth of the Next Progress which might lead to Beedie Capital receiving as much as the similar mixture collection of Integra Stocks that Beedie Capital in a different way would had been entitled to obtain upon conversion in filled with the Preliminary Progress and Next Progress had the conversion worth of the Preliminary Progress been amended to equivalent a 25% top rate to the Factor Value.

Beedie Capital has equipped their consent to the Transaction pursuant to the phrases of the Association Promise, topic to, amongst alternative issues, the pride by way of Integra (or waiver by way of Beedie Capital) of positive situations precedent, together with the of entirety of a concurrent financing based on its respective phrases, goodwill of the TSXV for the revised conversion worth of the Preliminary Progress and the Next Progress, and there being incorrect alternative default or tournament of default below the Credit score Promise.

Advisors and Suggest

Stifel and Trinity Advisors Company are appearing as monetary advisors to Integra. Cassels Brock & Blackwell LLP is appearing as prison recommend to Integra in reference to the Transaction.

Cormark Securities Inc. is appearing as monetary marketing consultant to FCGI. Bennett Jones LLP and HBH Strategic Advisors are appearing as prison recommend to FCGI in reference to the Transaction.

Convention Name and Webcast

Integra and FCGI will collectively host a webinar to speak about the Transaction on July 29, 2024 at 8:00 a.m. PST / 11:00 a.m. EST. Members might fix the webinar by way of registering on the hyperlink underneath:

https://us02web.zoom.us/webinar/register/WN_aaUjBw4BTeu2Nhazn9GBEQ 

A replay of this webinar shall be to be had on Integra’s web page.

Technical Disclosure and Certified Individuals

The clinical and technical data contained on this information drop with recognize to Integra has been reviewed and permitted by way of Raphael Dutaut, Ph.D., P.Geo., Integra’s Vice President Geology & Mining, a “Qualified Person” (“QP“) as outlined in Nationwide Tool 43-101 – Requirements of Disclosure for Mineral Missions (“NI 43-101“). The clinical and technical data contained on this information drop with recognize to FCGI is in response to data ready by way of or below the supervision of  Terre Lane, Foremost Mining Engineer, International Useful resource Engineering, a QP as outlined by way of NI 43-101.

Non-IFRS Measures

“Net cash costs” and AISC are non-IFRS measures.  “Net Cash Costs” is a regular monetary efficiency measure within the gold mining trade however has incorrect usual which means below IFRS. The Corporate reviews money value in line with ounce on a gross sales foundation. We imagine that, along with standard measures ready based on IFRS, positive buyers worth this knowledge to judge the Corporate’s efficiency and talent to generate money wave. Accordingly, it’s meant to lend extra data and must now not be regarded as in isolation or as an alternative to measures of efficiency ready based on IFRS. This measure, in conjunction with gross sales, are regarded as to be key signs of a Corporate’s talent to generate working income and money wave from its mining operations.

Money value figures are calculated based on an ordinary evolved by way of The Gold Institute, which was once a world affiliation of providers of gold and gold merchandise and incorporated eminent North American gold manufacturers. The Gold Institute ceased operations in 2002, however the usual is thought of as the authorised usual of reporting money value of manufacturing in North The united states. Adoption of the usual is voluntary and the price measures offered is probably not similar to alternative in a similar fashion titled measures of alternative firms.

The International Gold Council definition of AISC seeks to increase the definition of money value by way of including company, and web page common and administrative prices, reclamation and remediation prices (together with accretion and amortization), exploration and find out about prices (capital and expensed), capitalized stripping prices and maintaining capital expenditures and represents the entire prices of manufacturing gold from wave operations. AISC excludes source of revenue tax bills, passion prices, prices indistinguishable to trade acquisitions and pieces had to normalize income. In consequence, this measure isn’t consultant of the entire Corporate’s money expenditures. As well as, the calculation of AISC does now not come with depreciation expense because it does now not replicate the have an effect on of expenditures incurred in prior sessions. Subsequently, it isn’t indicative of the Corporate’s general profitability. For the yr ended December 31, 2023, in conjunction with comparative sessions, the Corporate reclassified regional common and administrative bills in Mexico, and accretion bills prior to now categorised below the company team, to every person mine team. Control believes this higher attributes regional common and administrative bills and accretion bills and likewise improves comparison among our peer firms.

The Corporate believes that those measures lend buyers with an extra view to judge the efficiency of the Corporate.  Non-IFRS measures shouldn’t have any standardized which means prescribed below IFRS. Subsequently they is probably not similar to related measures hired by way of alternative firms. The information is meant to lend extra data and must now not be regarded as in isolation or as an alternative to measures of efficiency ready based on IFRS. 

The following the latest control’s dialogue and research (“MD&A”) for complete disclosure on non-IFRS measures.

Mineral Secure & Useful resource Data

Desk 1: Florida Canyon Mineral Secure & Useful resource Estimate

Desk 2: DeLamar Mission Mineral Useful resource Estimate

Desk 3: Nevada North Mineral Useful resource Estimate

About Integra Sources

Integra is likely one of the biggest treasured metals exploration and advancement firms within the Splendid Basin of the Western U.S. Integra is these days all for advancing its two flagship oxide heap leach initiatives: the era generating DeLamar Mission positioned in southwestern Idaho and the Nevada North Mission, made out of the Wildcat and Mountain View deposits, positioned in northwestern Nevada. The Corporate additionally holds a portfolio of extremely potential early-stage exploration initiatives in Idaho, Nevada, and Arizona. Integra’s long-term ocular is to change into a eminent U.S. targeted mid-tier gold and silver manufacturer.

About Florida Canyon Gold

FCGI is a Canadian-based yongster gold manufacturer with property in the USA and Mexico. The fundamental working property of FCGI are the Florida Canyon mine in Nevada and San Agustin mine in Mexico. The Company additionally holds the El Castillo mine, L. a. Colorada mine, Cerro del Gallo task, and San Antonio task (which is topic to an possibility oath with Heliostar Metals Restricted), all positioned in Mexico. FCGI has entered right into a binding oath to promote its pursuits within the San Agustin mine, El Castillo mine, L. a. Colorada mine, Cerro del Gallo task and San Antonio task to Heliostar Metals Ltd.

Ahead browsing and alternative cautionary statements

Positive data eager forth on this information drop incorporates “forward‐looking statements” and “forward‐looking information” throughout the which means of appropriate Canadian securities law and appropriate United States securities regulations (referred to herein as ahead‐browsing statements). Aside from for statements of ancient truth, positive data contained herein constitutes ahead‐browsing statements which contains, however isn’t restricted to, statements with recognize to: of entirety of the proposed Transaction, together with receipt of all essential yard, shareholder and regulatory approvals, and the timing thereof; the prospective advantages to be derived from the Transaction, together with, however now not restricted to, the hour monetary or working efficiency of Integra on a post-Transaction foundation, together with the Wildcat, Mountain View, Florida Mountain, Florida Canyon and DeLamar initiatives, and together with, however now not restricted to, advantages therefrom, targets, synergies, alternatives, profile, mineral assets, task and manufacturing optimization and attainable manufacturing, task timelines, potential shareholdings and integration, the hour monetary or working efficiency of the Corporations and the Corporations’ mineral houses and task portfolios; the effects from paintings carried out to past; expectancies with recognize to hour money flows from operations, internet debt and fiscal effects; steel or mineral cures; the belief of mineral useful resource and hold estimates; the advance, operational and financial result of technical reviews on mineral houses referenced herein; some great benefits of the advance attainable of the houses of the Corporate and Florida Canyon; the hour worth of gold, copper, and silver; the timing and quantity of estimated hour manufacturing; prices of manufacturing; good fortune of exploration actions; timing of submitting of a mine plan of operations; the effects from paintings carried out to past; the advance, operational and financial result of technical reviews on mineral houses referenced herein; magnitude or property of mineral deposits; expected development of mineral houses; exploration expenditures, prices and timing of the advance of brandnew deposits; underground exploration attainable; prices and timing of hour exploration; the of entirety and timing of hour advancement research; estimates of metallurgical medication charges; exploration potentialities of mineral houses; necessities for extra capital; the hour worth of metals; govt legislation of mining operations; environmental dangers; the belief of the anticipated economics of mineral houses; hour enlargement attainable of mineral houses; and hour advancement plans.

Ahead-looking statements are incessantly recognized by way of the worth of phrases equivalent to “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and related expressions. Ahead-looking statements are in response to numerous elements and guesses made by way of control and regarded as affordable on the hour such data is supplied. Guesses and elements come with: the a success of entirety of the Transaction (together with receipt of all regulatory approvals, shareholder and third-party sees eye to eye), the combination of the Corporations, and realization of advantages therefrom; the Corporations’ talent to finish its deliberate exploration systems; the absence of difficult situations at mineral houses; incorrect unexpected operational delays; incorrect subject matter delays in acquiring essential lets in; the cost of gold excess at ranges that render mineral houses financial; the Corporations’ talent to proceed elevating essential capital to finance operations; and the facility to appreciate at the mineral useful resource and hold estimates. Ahead‐browsing statements essentially contain recognized and unknown dangers and uncertainties, which might reason fresh efficiency and fiscal leads to hour sessions to fluctuate materially from any projections of hour efficiency or end result expressed or implied by way of such ahead‐browsing statements. Those dangers and uncertainties come with, however don’t seem to be restricted to: dangers indistinguishable to the Transaction, together with, however now not restricted to, the facility to acquire essential approvals in recognize of the Transaction and to consummate the Transaction; integration dangers; common trade, financial and aggressive uncertainties; the fresh result of wave and hour exploration actions; conclusions of financial reviews; assembly numerous anticipated value estimates; advantages of positive era utilization; adjustments in task parameters and/or financial checks as plans proceed to be subtle; hour costs of metals; conceivable diversifications of mineral grade or medication charges; the chance that fresh prices might exceed estimated prices; geological, mining and exploration technical issues; failure of plant, apparatus or processes to function as expected; injuries, labour disputes and alternative dangers of the mining trade; delays in acquiring governmental approvals or financing; the speculative nature of mineral exploration and advancement (together with the hazards of acquiring essential licenses, lets in and approvals from govt government); name to houses; and control’s talent to look ahead to and supremacy the foregoing elements and dangers. Even if the Corporations have tried to spot noteceable elements that would reason fresh movements, occasions or effects to fluctuate materially from the ones described within the forward-looking statements, there could also be alternative elements that reason movements, occasions or effects to not be as expected, estimated or meant. Readers are recommended to review and imagine possibility elements disclosed in Integra’s Mode 20-F dated March 28, 2024 for the fiscal yr ended December 31, 2023, and FCGI list utility on TSXV Mode 2B dated July 12, 2024.

There can also be incorrect oath that ahead‐browsing statements will turn out to be correct, as fresh effects and hour occasions may just fluctuate materially from the ones expected in such statements. The Corporations adopt incorrect legal responsibility to replace ahead‐browsing statements if cases or control’s estimates or reviews must trade with the exception of as required by way of appropriate securities regulations. The forward-looking statements contained herein are offered for the needs of aiding buyers in figuring out the Corporations’ plans, targets and targets, together with with recognize to the Transaction, and is probably not suitable for alternative functions. Ahead-looking statements don’t seem to be promises of hour efficiency and the reader is cautioned to not playground undue reliance on ahead‐browsing statements. This information drop additionally incorporates or references positive marketplace, trade and peer team information, which is founded upon data from free trade publications, marketplace analysis, analyst reviews, surveys, steady disclosure filings and alternative publicly to be had resources. Even if the Corporations believes those resources to be usually decent, such data is topic to interpretation and can’t be verified with entire simple task because of limits at the availability and reliability of uncooked information, the voluntary nature of the knowledge accumulating procedure and alternative inherent boundaries and uncertainties. The Corporations have now not independently verified any of the knowledge from 0.33 get together resources referred to on this information drop and accordingly, the accuracy and completeness of such information isn’t assured.

Cautionary Be aware for U.S. Traders Regarding Mineral Sources and Reserves

NI 43-101 is a rule of the Canadian Securities Directors which establishes requirements for all family disclosure an issuer makes of clinical and technical data regarding mineral initiatives. Technical disclosure contained on this information drop has been ready based on NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification Machine. Those requirements fluctuate from the necessities of the U.S. Securities and Trade Fee (“SEC“) and useful resource data contained on this information drop is probably not similar to related data disclosed by way of home United States firms topic to the SEC’s reporting and disclosure necessities.

Neither the TSX Mission Trade nor its Law Services and products Supplier (as that expression is outlined within the insurance policies of the TSX Mission Trade) accepts accountability for the adequacy or accuracy of this drop.

SOURCE Integra Sources Corp.