Plan of arrangement

The TSX Venture Exchange has accepted for filing documentation pertaining to an arm's-length arrangement agreement dated Feb. 26, 2023, between Integra Resources Corp. and Millennial Precious Metals Corp. On May 4, 2023, pursuant to the terms of the arrangement agreement and a court-approved plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), Integra completed the acquisition of all of the issued and outstanding common shares of Millennial.

Under the arrangement, former Millennial shareholders received 0.23 of an Integra common share for each Millennial share held.

Millennial shareholders approved the arrangement on April 26, 2023, at a special meeting of shareholders. The Supreme Court of British Columbia approved the plan of arrangement on May 1, 2023, and the arrangement closed on May 4, 2023.

As part of the arrangement, the common share purchase warrants of Millennial have been adjusted such that the warrants are now exercisable to acquire 0.23 of one Integra share, all pursuant to a supplemental warrant indenture dated May 4, 2023. No fractional Integra shares will be issued on exercise of the warrants and therefore the warrants will need to be exercised in sufficient numbers to provide for the delivery of a whole number of Integra shares. All other material terms of the warrants remain unchanged.

There is no change in the Cusip number and trading symbol of the warrants, and no consolidation of capital.

Capitalization:  21,562,500 warrants, authorized by a warrant indenture dated June 16, 2022, as supplemented by a supplemental indenture dated May 4, 2023, of which 20,092,415 warrants are issued and outstanding

Transfer agent:  TSX Trust Company

Trading symbol:  MPM.WT (unchanged)

Cusip No.:  60041N 11 2 (unchanged)

No action is required by holders of warrants with respect to the adjustments above under the plan of arrangement and the certificates currently representing the warrants will continue to evidence the rights outlined above in respect of the warrants until replaced against transfer.

For more details, please refer to Millennial's management information circular dated March 27, 2023, and Integra and Millennial's joint news releases issued Feb. 27, 2023, March 16, 2023, and May 4, 2023, each of which is available on SEDAR.

Private placement

The TSX Venture Exchange has accepted for filing documentation with respect to a subscription receipts brokered and non-brokered private placement announced on Feb. 27, 2023, converted as follows.

Number of shares:  50 million shares

Purchase price:  70 cents per share

Number of placees:  31 placees

Total pro group involvement:  18,004,739 (four pro groups)

Agents' fees:  Raymond James Ltd. received $440,916.66 cash. BMO Nesbitt Burns Inc. received $440,916.66 cash. Cormark Securities Ltd. received $440,916.66 cash.

Additional information

Please see elsewhere in TSX Venture Exchange bulletins today for information regarding the delisting of the Millennial shares from the TSX Venture Exchange.