UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024.

Commission File Number 001-39372

INTEGRA RESOURCES CORP.

(Exact Name of Registrant as Specified in Charter)


1050-400 Burrard Street

Vancouver, British Columbia V6C 3A6

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F

    ☒

Form 40-F

   ☐ 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐             

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐           

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 

EXPLANATORY NOTE

Exhibits 99.1, 99.2, and 99.5 submitted with this Form 6-K are hereby incorporated by reference into Integra Resources Corp's Registration Statements on Form S-8 (File Nos. 333-242495 and 333-267507) Form F-10 (File No. 333-276530).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Integra Resources Corp.
   
Date:  November 13, 2024 /s/ Andree St-Germain      
Andree St-Germain
Chief Financial Officer


INDEX TO EXHIBITS

99.1 Management’s Discussion and Analysis of Integra Resources Corp. for the nine-month periods ended September 30, 2023 and 2024
99.2 Unaudited Interim Condensed Consolidated Financial Statements of Integra Resources Corp. for the nine-month periods ended September 30, 2023 and 2024
99.3 Certification of Interim Filings Full Certificate of Integra Resources Corp. in connection with the filing of the interim financial report and interim MD&A by CEO
99.4 Certification of Interim Filings Full Certificate of Integra Resources Corp. in connection with the filing of the interim financial report and interim MD&A by CFO
99.5 Consent of Raphael Dutaut



 

Integra Resources Corp.

 

Management's Discussion and Analysis

For the Three and Nine-Month Periods Ended

September 30, 2024 and 2023

Expressed in US Dollars

 


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

This portion of this quarterly report provides Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations, to enable a reader to assess material changes in financial condition and results of operations as at, and for the three and nine-month period ended September 30, 2024, in comparison to the corresponding prior-year periods. The MD&A is intended to help the reader understand Integra Resources Corp. ("Integra", "we", "our" or the "Company"), our operations, financial performance, and present and future business environment. 

This MD&A has been prepared by management as at November 13, 2024 and should be read in conjunction with the unaudited interim condensed consolidated financial statements of Integra for the three and nine-month periods ended September 30, 2024 and 2023 and the Company's audited consolidated financial statements of Integra for the years ended December 31, 2023 and 2022 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). Further information on the Company can be found on SEDAR+ at www.sedarplus.ca and the Company's website, www.integraresources.com.

For the purposes of preparing our MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances, including potential market sensitivity.

CORPORATE SUMMARY AND DESCRIPTION OF THE BUSINESS


Integra is a growing precious metals producer in the Great Basin of the Western United States. Integra is focused on demonstrating profitability and operational excellence at its principal operating asset, the Florida Canyon Mine, located in Nevada. In addition, Integra is committed to advancing its flagship development-stage heap leach projects: the past producing DeLamar Project located in southwestern Idaho, and the Nevada North Project located in western Nevada. Integra creates sustainable value for shareholders, stakeholders, and local communities through successful mining operations, efficient project development, disciplined capital allocation, and strategic M&A, while upholding the highest industry standards for environmental, social, and governance practices.

As of November 13, 2024, the senior executives and directors of the Company were:

George Salamis Executive Chair
Jason Kosec President, CEO and Director
Andrée St-Germain Chief Financial Officer
Anna Ladd-Kruger Lead Director
Timo Jauristo Director
C.L. "Butch" Otter Director
Carolyn Clark Loder Director
Eric Tremblay Director
Janet Yang Director
Ian Atkinson Director

The Company is incorporated under the Business Corporations Act (British Columbia) (the "BCBCA").

The Company's head office is located at 1050 - 400 Burrard Street, Vancouver, BC V6C 3A6 and its registered office is located at 2200 HSBC Building, 885 West Georgia Street Vancouver, BC V6C 3E8.

The Company trades on the TSX Venture Exchange ("TSX-V"), under the trading symbol "ITR" and trades in the United States on the NYSE American under the stock symbol "ITRG". The Company's warrants trade on the TSX-V under the symbol ITR.WT.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

The Company completed a 2.5 to 1 share consolidation on May 26, 2023 (the "Consolidation"). As a result, the share figures disclosed in this MD&A have been adjusted for the Consolidation.

The Company completed on May 4, 2023 a merger with Millennial Precious Metals Corp ("Millennial"), (the "Millennial Acquisition"). As a result of the transaction, Millennial and its subsidiaries have become wholly-owned subsidiaries of Integra.

The Company completed on November 8, 2024 the acquisition of Florida Cayon Gold Inc ("FCGI"), (the "FCGI Acquisition"). As a result of the FCGI Acquisition, FCGI and its subsidiaries have become wholly-owned subsidiaries of Integra.

Q3 2024 IN REVIEW AND RECENT EVENTS


CORPORATE

Acquisition of Florida Canyon Gold Inc

The Company announced on November 8th the completion of the FCGI Acquisition.

Under the terms of the FCGI Acquisition, Integra acquired all of the issued and outstanding common shares of FCGI. In aggregate, 65,213,010 Integra shares were issued for the benefit of former FCGI shareholders as consideration for their FCGI shares.

As a result of the FCGI Acquisition, FCGI became a wholly-owned subsidiary of Integra, and the FCGI shares are anticipated to be delisted from the TSXV at market close on or about November 12, 2024. Following the delisting, FCGI intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Please refer to the press releases dated July 29, 2024 and November 8, 2024 for further details.

Board of Directors

Integra's Board of Directors (the "Board") will continue to be led by George Salamis, as Executive Chairman and now includes Janet Yang and Ian Atkinson, former directors of FCGI, as new members.  Sara Heston and Stephen de Jong have resigned from the Board effective November 8, 2024.

Private Placement Offering of Subscription Receipts

In connection with closing of the FCGI Acquisition, the escrow release conditions in respect of an aggregate of 14,900,000 subscription receipts (the "Subscription Receipts") of Integra issued on August 21, 2024 at a price of C$1.35 per Subscription Receipt (the "Subscription Receipt Financing") were satisfied, and the net proceeds of approximately C$19 million (US$14 million) were released to Integra.

Please refer to the press releases dated July 29, 2024 and November 8, 2024 for further details.

Beedie Capital Credit Facility

The Company also announced on November 8, 2024, that it has drawn a second advance under its up to US$20 million convertible facility with Beedie Capital in the principal amount of US$5 million, with a conversion price equal to C$1.6875 per Integra Share.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Please refer to the press releases dated July 29, 2024 and November 8, 2024 for further details.

DELAMAR PROJECT

Engineering

The feasibility study at DeLamar progressed well this quarter, with key metallurgical results received and significant advancements made in infrastructure requirements and designs.

Geotechnical studies have been completed for both in-pit and heap-leach designs. The heap-leach pad footprint was adjusted to the south and east. The revision significantly reduced the size of the required embankment, moved the pregnant solution pond to an "in-heap" design, and maintained required capacity. A conservative 3:1 slope ratio will be applied in heap-leach designs, reducing risks and facilitating closure and reclamation planning.

Significant progress was made in developing the gold and silver recovery model. To control future costs and based on extensive testing conducted at Forte Laboratory in Denver, the tertiary crushing stage was determined to be unnecessary. This simplification is expected to allow the company to utilize existing power lines, thereby avoiding additional costs and emissions, with only a minimal impact on overall recovery. Furthermore, after extensive permeability testing, a blending strategy was established. By combining materials with varying clay content, tests demonstrated that agglomeration would not be necessary. These key findings will inform the strategic mine planning exercise led by Whittle Consulting in collaboration with RESPEC.

Following a structural engineering inspection, the existing garage infrastructure (previously used by Kinross) was deemed suitable for future operations. With minimal refurbishment and minor extensions, it can be adapted to support ongoing needs. A new wash bay and some upgrades to the warehouse will be necessary, but the majority of the existing infrastructure will be reused.

Continued effort on finalizing development rock storage facilities ("DRSF") locations and configurations, and surface water runoff capture and storage facilities.

Permitting

In July, supplemental wetland delineation surveys were conducted to assess wetland impacts that will be disclosed in the future Draft Environmental Impact Statement ("DEIS"). Additional monitoring wells were installed in the alluvium of Jordan Creek to aid the numerical groundwater model. Supplemental wildlife surveys continued through July and August.

The DeLamar Mine Plan was presented to Bureau of Land Management ("BLM") and other cooperating agencies in August, followed by a comprehensive site tour. This engagement was crucial for familiarizing stakeholders with the project and initiating the identification of environmental questions to be analyzed in the DEIS.

Integra continued its focus on updating its current Mine Plan of Operations ("MPO") including source-term modeling of groundwater conditions for mining and closure, backfill sequencing for closure, site wide water balance and sources of makeup water for mine operations.  Integra completed the Q3 surface water and groundwater sampling event.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

NEVADA NORTH PROJECT

Drilling

The drilling campaign at the Wildcat Deposit commenced on June 4th and concluded in early August, totaling approximately 1,920 meters across 10 holes. Most assay results have been received, and the exploration team is actively interpreting the findings. Additional information is expected to be disclosed in Q4. In addition to exploring a potential breccia pipe to the north, three holes were drilled within the PEA pits, with material from these holes sent to the laboratory for both geotechnical and metallurgical testing.

The first four holes targeted deep geophysical anomalies beneath post-mineralization basalts, located 500 to 1,500 meters north of the Main Hill PEA pit. The Rhyolitic Tuff-the primary mineralization host for Wildcat Deposit resources-was successfully intersected below these basalts. Significant clay and silicification alterations were observed, along with hydrothermal breccia and veins ranging from 1 to 30 cm, supporting the company's hypothesis that further mineralization may exist beneath the post-mineralization basalts. The holes encountered substantial altered material (clays) and hydrothermal breccias, both indicative of significant hydrothermal activity in the target area.

Three holes were drilled directly within the proposed PEA pit area to gain additional information on oxidation depth and to obtain material for metallurgical and geotechnical testing. Piezometers installed in these holes indicate that the water table is deeper than the pit bottom, an important finding as dry pits would simplify the mine permitting process and bodes well for future mining at the Wildcat Deposit.

The final three holes were drilled approximately 400 meters southeast of the Main Hill PEA pit, in an area known as "Rhyolite Ridge." These holes intersected around 100 meters of brecciated tuff, similar to the lithology in the Main Hill pit, with most of it oxidized. Abundant clay alteration and silicification were observed, though the degree of hydrothermal brecciation was relatively low.

Permitting

The Environmental Assessment ("EA") for the Wildcat Exploration Plan of Operations saw its 30-day public comment period lapse on July 2nd. None of the public comments were substantive enough to require changes to the proposed action.  Meanwhile, supplemental environmental reports for the Mountain View EA are under development.

EXTERNAL AFFAIRS, SAFETY, ENVIRONMENTAL AND LAND

In Q3 2024, the External Affairs team engaged with over 2,300 stakeholders, with primary categories including local residents, Tribal Nations, government/elected officials, and civic/non-profit organizations. In Idaho, the 3 months ending September 30th saw Integra involved with numerous engagement opportunities including AGM's for the Silver City Property Owners and the Owyhee Cattleman's Association, Legislative site tours, as well as the annual DeLamar Day celebration that brought over 200 local residents together. The Company met with the Department of the Interior and Tribal Nations with traditional territories in southwest Idaho and northern Nevada to discuss Integra's approach to Tribal Nation engagement. With the relatively close proximity of its projects, Integra's External Affairs team has been able to tailor its efforts regionally, between Southwest Idaho and Northern Nevada, to support the advancement of all projects in the Company's portfolio.

Integra DeLamar crews have achieved a successful third quarter in 2024 on the health and safety front. Nine minor near-miss incidents have been reported this year, with no major or recordable incidents to date. At the end of Q3, the site's Total Recordable Injury Frequency Rate ("TRIFR") stands at 0.0. The proactive reporting of near-misses and a sustained focus on safety have been instrumental in fostering a strong safety culture at the DeLamar site. This has positively influenced work in Nevada as well, with three near-miss reports documented there in Q3.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

In addition to safety initiatives, Integra has completed significant reclamation projects and is actively engaged in revegetation seeding efforts. Site crews successfully finished the 2024 Land Application Treatment ("LAT") season, which included applying approximately 220 acre-feet of water and conducting all necessary sampling and environmental studies for the 2024 LAT report.

The annual claim maintenance fees for the Bureau of Land Management (BLM) claims at DeLamar were paid in accordance with the new rate of $200 per claim. The Notice of Intent to Hold affidavit was also properly recorded with Owyhee County, ensuring compliance with BLM requirements.

2024 OUTLOOK


Florida Canyon Mine

The Company completed the acquisition of the Florida Canyon Mine ("FCM") on November 8th.

FCM is expected to produce approximately 73k oz gold (“Au”) in 2024, at costs in-line with estimates disclosed in the NI 43-101 Florida Canyon Gold Mine Technical Report dated May 29, 2024. The report is available for review under the issuer profile of Florida Canyon Gold Inc. on SEDAR+ at www.sedarplus.ca

DeLamar Project

Engineering

A feasibility study on the heap leach project which will include the mineralized stockpiles is expected in H1 2025. The feasibility study will incorporate multiple trade-off studies as well as detailed capital and operating cost analysis. The Company has also engaged Whittle Consulting Pty Ltd. to further optimize the strategic mine plan and economical outcome through maximizing mining and processing efficiencies.  In the coming quarter, the company expects to continue detailed mine planning, finalize OPEX and CAPEX estimates, and develop a dynamic gold and silver recovery model.

Permitting

In July, supplemental wetland delineation surveys were conducted to assess wetland impacts that will be disclosed in the upcoming Draft Environmental Impact Statement (DEIS). Additional monitoring wells were installed in the alluvium of Jordan Creek to aid the numerical groundwater model. Supplemental wildlife surveys continued through July and August.

Nevada North Project

The drilling campaign at the Wildcat Deposit commenced on June 4th and concluded in early August, totaling approximately 1,920 meters across 10 holes. Most assay results have been received, and the exploration team is actively interpreting the findings. Additional information is expected to be disclosed in Q4. In addition to exploring a potential breccia pipe to the north, three holes were drilled within the PEA pits, with material from these holes sent to the laboratory for both geotechnical and metallurgical testing.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Other Projects

No significant work is expected to be conducted on other projects, aside from some geophysical re-interpretation and detailed mapping at the Red Canyon project. This new work aims to improve understanding of existing mineralization and to identify new targets for future drilling campaigns.

PROPERTIES


The Company's flagship projects are the Florida Canyon Mine, the DeLamar Project (comprised of the DeLamar and Florida Mountain deposits), and the Nevada North Project (comprised of the Wildcat and Mountain View deposits). The Company also holds a portfolio of highly prospective early-stage exploration projects in Idaho, Nevada and Arizona.

PRODUCING

Florida Canyon Mine, Nevada - Gold

DEVELOPMENT STAGE

DeLamar Project, Idaho - Gold & Silver

Nevada North Project, Nevada - Gold

EARLY STAGE EXPLORATION STAGE

BlackSheep District, Idaho - Gold & Silver

War Eagle Property, Idaho - Gold & Silver

Red Canyon Property, Nevada - Gold 

Ocelot Property, Nevada - Gold 

Marr Property, Nevada - Gold 

Eden Property, Nevada - Gold 

Dune Property, Nevada - Gold 

Cerro Colorado Property, Arizona - Copper

(1) Florida Canyon Mine, Nevada

The Florida Canyon mine is located 125 miles east of Reno Nevada, and immediately south and east of Interstate 80. The nearest towns are Winnemucca, 40 miles northeast, and Lovelock, 33 miles southwest. Access is reliable via the Interstate year around.

The mine was in continuous operation from 1986 through 2011 and then intermittently until 2015. It reopened in mid-2016 and has been in operation since that time.

FCM is a conventional open pit hard rock mining operation. The Florida Canyon Gold Mine has a nameplate capacity of 10,000 tonnes per day.  Florida Canyon Mine is a gold and silver operation that uses conventional open-pit mining and heap leaching. Ore either go through a two-stage crushing process, or though run-of-mine (“ROM”) which is when lower grade ore is placed directly on the heap leach pad.  Solution is applied through drip tubes. Discharge (pregnant solution) from the bottom of the heap leach pad is sent to carbon columns. There is no intermediate or recycled solution. Loaded carbon is pressure stripped, gold is recovered by electrowinning and precipitate is melted into doré bars.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Mineral Resources and Reserves

The bulk of the information in this section is derived from the "Technical Report Florida Canyon Gold Mine, Pershing Count, Nevada, USA", dated July 11, 2024 with an effective date of June 28, 2024 (the "Florida Canyon Report"). The Florida Canyon Report is available for review under the issuer profile of Florida Canyon Gold Inc. on SEDAR+ at www.sedarplus.ca

Florida Canyon Mine Mineral Reserve Estimate

Mineral Reserves           Proven                 Probable           Proven & Probable  
GOLD (Au)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
Florida Canyon Mine Oxide   -     -     -     77,430     0.35     861     77,430     0.35     861  
TOTAL Mixed   -     -     -     77,430     0.35     861     77,430     0.35     861  

Notes:

1. Mineral Reserves are reported at the point of delivery to the process plant, using the 2014 CIM Definition Standards, with an effective date of 31 December   2023. The Qualified Person for the estimate is Ms. Terre Lane, MMSA QP, a GRE employee.

2. Mineral Reserves are constrained within an open pit design that uses the following assumptions: gold price of US$1,800/oz considering only oxide material; gold recoveries varied by deposit and ore type, ranging from 45% to 64%; reference mining cost of $2.49/ton mined in-situ and $1.89/ton mined fill; processing cost of $4.51/ton processed for oxide crushed material and $2.42/ton for oxide ROM material; G&A costs of $1.09/ton ore processed; treatment and refining costs of $6.57/oz gold recoverable; royalty costs of $88.00/oz gold recoverable; and pit slope inter-ramp angles ranged from 38-42° for rock and 30° for alluvium / fill.

3. Mineral Reserves are reported at a cut-off grade ranging from 0.0039 oz/ton to 0.0057 oz/ton.

4. Mineral Reserves include a stockpile of 1,206.9 ktons at an average grade of 0.0052 oz/ton and total contained gold of 6.22 koz.

5. Mineral Reserves include Heap Leach Inventory of 3,928.7 ktons at an average grade of 0.0101 oz/ton and total contained gold of 39.64 koz.

6. Numbers have been rounded and may not sum.

Florida Canyon Mine Mineral Resource Estimate

Mineral Resources           Indicated           Measured & Indicated           Inferred        
GOLD (Au)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
Florida Canyon Mine Oxide   84,401     0.34     933     84,401     0.34     933     36,348     0.31     366  
Sulphide   -     -     -     -     -     -     59,963     0.96     1,854  
 
TOTAL Mixed   84,401     0.34     933     84,401     0.34     933     96,311     0.72     2,22  

Notes:

1. Mineral Resources are reported, using the 2014 CIM Definition Standards, with an effective date of 31 December 2023. The Qualified Person for the estimate is Ms. Terre Lane, MMSA QP, a GRE employee.

2. Mineral Resources are reported inclusive of those Mineral Resources converted to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

3. Mineral Resources are constrained within a conceptual open pit shell that uses the following assumptions: gold price of US$1,800/oz; gold recoveries ranging from 45% to 64% for oxides and 80% for sulfides; reference mining cost of $2.49/ton mined in-situ and $1.89/ton mined fill; processing cost of $4.51/ton processed for oxide crushed material and $2.42/ton processed for oxide ROM material; processing cost of $21.00/ton processed for sulfide material; general and administrative costs of $1.09/ton processed; treatment and refining costs of $6.57/oz Au recoverable; royalty of $88.00/oz Au recoverable, and pit slope overall angles ranging from 30-36°.

4. Mineral Resources are reported at a cut-off grade ranging from 0.0039 oz/ton to 0.0057 oz/ton for oxides and is 0.0162 oz/ton for sulfides.

5. Mineral Resources include a stockpile inventory of 1,206.9 ktons at an average grade of 0.0052 oz/ton and total contained gold of 6.22 koz.

6. Mineral Resources include heap leach inventory of 3,928.7 ktons at an average grade of 0.0101 oz/ton and total contained gold of 39.64 koz.

7. Numbers have been rounded and may not sum.

The mine mineral resources are inclusive of the mineral reserves discussed below.  Mineral resources that are not mineral reserves do not have demonstrated economic viability. 

(2) DeLamar Project, Idaho

The DeLamar Project consists of the neighboring DeLamar deposit and Florida Mountain deposit.

The bulk of the information in this section is derived from the "Technical Report for the DeLamar and Florida Mountain Gold - Silver Project, Owyhee County, Idaho, USA", dated October 31, 2023 with an effective date of August 25, 2023 (the "DeLamar Report"). The DeLamar Report is available for review under the Company's issuer profile on SEDAR+ at www.sedarplus.ca


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

The DeLamar Report also includes the results of a pre-feasibility study ("PFS") and mineral reserve statement on the DeLamar Project previously included in the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ( "NI 43-101") technical report titled "Technical Report and Preliminary Feasibility Study for the DeLamar and Florida Mountain Gold - Silver Project, Owyhee County, Idaho, USA" dated March 22, 2022 with an effective date of January 24, 2022.  The results of the PFS and the mineral reserve statement included therein and reproduced in the DeLamar Report remain unaffected by the updated mineral resource included in the DeLamar Report.  The PFS and mineral reserve statement have an effective date of January 24, 2022.  Sections 15, 16, 17, 18, 19, 21, 22, 23, and 24 have been reproduced in the DeLamar Report and have an effective date of January 24, 2022.

Mineral Resources and Reserves

DeLamar Project Mineral Reserve Estimate

Mineral reserves have been calculated for both the Florida Mountain and DeLamar deposits of the DeLamar Project.  The relevant author of the DeLamar Report has used measured and indicated mineral resources as the basis to define mineral reserves for both the DeLamar and Florida Mountain deposits.  Mineral reserve definition was done by first identifying ultimate pit limits using economic parameters and pit optimization techniques.  The resulting optimized pit shells were then used for guidance in pit design to allow access for equipment and personnel.  The relevant author of the DeLamar Report then considered mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors for defining the estimated mineral reserves. 

Total proven and probable mineral reserves for the DeLamar Project from all pit phases are 123,483,000 tonnes at an average grade of 0.45 g Au/t and 23.27 g Ag/t, for 1,787,000 ounces of gold and 92,403,000 ounces of silver.  The mineral reserves point of reference is the point where material is fed into the crusher.

Mineral Reserves           Proven                 Probable           Proven & Probable  
GOLD (Au)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
DeLamar Project Oxide   11,036     0.46     163     81,204     0.39     1,012     92,240     0.40     1,175  
Sulphide   7,321     0.65     153     23,921     0.60     459     31,242     0.61     612  
TOTAL Mixed   18,357     0.54     316     105,125     0.44     1,471     123,482     0.45     1,787  
                                             
Mineral Reserves           Proven                 Probable           Proven & Probable  
SILVER (Ag)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
DeLamar Project Oxide   11,036     23.25     8,251     81,204     16.49     43,058     92,240     17.30     51,309  
Sulphide   7,321     53.15     12,511     23,921     37.16     28,582     31,242     40.91     41,093  
TOTAL Mixed   18,357     35.18     20,762     105,125     21.20     71,640     123,482     23.27     92,402  

Notes:

1. All estimates of mineral reserves have been prepared in accordance with NI 43-101 and are included within the current Measured and Indicated mineral resources.

2. Thomas L. Dyer, P.E. for RESPEC, a division of RESPEC, in Reno, Nevada, is a Qualified Person as defined in NI 43-101, and is responsible for reporting Proven and Probable mineral reserves for the DeLamar Project. Mr. Dyer is independent of Integra.

3. Mineral reserves are based on prices of $1,650 per ounce Au and $21.00 per ounce Ag. The reserves were defined based on pit designs that were created to follow optimized pit shells created in Whittle. Pit designs followed pit slope recommendations provided by RESPEC.

4. Reserves are reported using block value cutoff grades representing the cost of processing:

5. Florida Mountain oxide leach cutoff grade value of $3.55/t.

6. Florida Mountain mixed leach cutoff grade value of $4.20/t.

7. Florida Mountain non-oxide mill cutoff grade value of $10.35/t.

8. DeLamar oxide leach cutoff grade value of $3.65/t

9. DeLamar mixed leach cutoff grade value of $4.65/t.

10. DeLamar non-oxide mill cutoff grade value of $15.00/t.

11. The mineral reserves point of reference is the point where is material is fed into the crusher.

12. The effective date of the mineral reserves estimate is January 24, 2022.

13. All ounces reported herein represent troy ounces, "g Au/t" represents grams per gold tonne and "g Ag/t" represents grams per silver tonne.

14. Columns may not sum due to rounding.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

15. The estimate of mineral reserves may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant  issues.

16. Energy prices of US$2.50 per gallon of diesel and $0.065 per kWh were used.

The mineral reserve statement has an effective date of January 24, 2022 and is unaffected by the mineral resource update included in the DeLamar Report. 

DeLamar Project Mineral Resource Estimate

Mineral resources have been estimated for both the Florida Mountain and DeLamar deposit areas of the DeLamar Project. 

Mineral Resources           Measured                 Indicated           Measured & Indicated           Inferred        
GOLD (Au)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
DeLamar Project Oxide   16,356     0.40     210     144,937     0.31     1,439     161,293     0.32     1,649     24,542     0.25     199  
Sulphide   21,056     0.51     345     65,486     0.45     943     86,542     0.46     1,288     18,561     0.38     229  
TOTAL Mixed   37,412     0.46     555     210,423     0.35     2,382     247,835     0.37     2,937     43,103     0.31     428  
                                                               
Mineral Resources           Measured                 Indicated           Measured & Indicated           Inferred        
SILVER (Ag)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
DeLamar Project Oxide   16,356     19.89     10,459     144,937     13.62     63,450     161,293     14.25     73,909     24,542     8.41     6,632  
Sulphide   21,056     32.79     22,198     65,486     22.15     46,640     86,542     24.74     68,838     18,561     14.03     8,371  
TOTAL Mixed   37,412     27.15     32,657     210,423     16.27     110,090     247,835     17.91     142,747     43,103     10.83     15,003  

Notes:

1. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

2. Michael M. Gustin, C.P.G. and Principal Consultant for RESPEC, is a Qualified Person as defined in NI 43-101, and is responsible for reporting mineral resources in this technical report. Mr. Gustin is independent of Integra.

3. In-Situ Oxide and Mixed and all Stockpile mineral resources are reported at a 0.17 and 0.1 g AuEq/t cut-off, respectively, in consideration of potential open-pit mining and heap-leach processing.

4. Non-Oxide mineral resources are reported at a 0.3 g AuEq/t cut-off at DeLamar and 0.2 g AuEq/t at Florida Mountain in consideration of potential open pit mining and grinding, flotation, ultra-fine regrind of concentrates, and either Albion or agitated cyanide-leaching of the reground concentrates.

5. The mineral resources are constrained by pit optimizations.

6. Gold equivalent grades were calculated using the metal prices and recoveries presented in Table 14.18 and Table 14.19.

7. Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grades, and contained metal content.

8. The effective date of the mineral resources is August 25, 2023.

9. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

The project mineral resources are inclusive of the mineral reserves discussed below.  Mineral resources that are not mineral reserves do not have demonstrated economic viability. 

(3) Nevada North Project, Nevada

The bulk of the information in this section is derived from the "NI 43-101 Technical Report Preliminary Economic Assessment for the Wildcat and Mountain View Projects, Pershing and Washoe Counties, Nevada, USA", dated July 30, 2023 with an effective date of June 28, 2023 (the "Nevada North Project Report"). The Nevada North Project Report is available for review under the Company's issuer profile on SEDAR+ at www.sedarplus.ca

The Nevada North Project Report includes the results of the preliminary economic assessment ("PEA") for the combined Wildcat and Mountain View deposits and mineral resource statement for the Nevada North Project. The Nevada North Project Report PEA highlights include:

  • After-tax Net Present Value ("NPV")(5%) of $309.6 million and 36.9% after-tax Internal Rate of Return ("IRR") using base case metal prices of $1,700/oz Au and $21.50/oz Ag
  • Wildcat & Mountain View deposits generate combined annual production of ~94koz AuEq from year 1-5 with average annual production of 80koz AuEq over the 13 year Life-of-Mine ("LOM")
  • LOM payable metals from Wildcat & Mountain View deposits of 1,043koz AuEq

MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

  • LOM site level cash costs of $882/oz AuEq on a co-product basis; LOM site level all-in sustaining cash costs ("AISC") of $973/oz AuEq on a co-product basis
  • Year-1 initial capex of $115 million to begin operations at Wildcat

  • Average oxide and transitional heap leach Au recovery of 71.4% at Wildcat deposit and 77.1% at Mountain View deposit

  • Low combined LOM strip ratio of 1.21 (Wildcat deposit standalone strip ratio of 0.28)
  • Total net free cash flow generated of $485 million over the LOM with average net annual free cash flow of $46 million from year 1-13

Mineral Resources

Nevada North Resource Estimate

Mineral resources have been estimated for both the Wildcat and Mountain View deposit areas of the Nevada North Project. 

The qualified persons have classified the Nevada North mineral resource estimate as indicated, and inferred mineral resources, based on data density, search ellipse criteria and interpolation parameters. The resource estimate is considered to be a reasonable representation of the mineral resources of the Nevada North Project, based on the currently available data and geological knowledge. The mineral resource estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves. The effective date of the mineral resource estimate is June 28, 2023.

Mineral Resources           Measured                 Indicated           Measured & Indicated           Inferred        
GOLD (Au)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
Nevada North Project Oxide   -     -     -     84,686     0.44     1,207     84,686     0.44     1,207     26,251     0.31     264  
Sulphide   -     -     -     3,938     0.92     117     3,938     0.92     117     360     0.60     7  
TOTAL Mixed   -     -     -     88,624     0.46     1,324     88,624     0.46     1,324     26,611     0.32     271  
                                                               
Mineral Resources           Measured                 Indicated           Measured & Indicated           Inferred        
SILVER (Ag)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)     Tonnes (kt)     Grade (g/t)     Ounces (koz)  
Nevada North Project Oxide   -     -     -     84,686     3.22     8,768     84,686     3.22     8,768     26,251     2.57     2,171  
Sulphide   -     -     -     3,938     8.47     1,072     3,938     8.47     1,072     360     4.58     53  
TOTAL Mixed   -     -     -     88,624     3.45     9,840     88,624     3.45     9,840     26,611     2.60     2,224  

Notes:

1. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

2. William Lewis, P.Geo, and Alan S J San Martin, AusIMM(CP), of Micon International Limited have reviewed and validated the mineral resource estimate for Wildcat & Mountain View, respectively. Both are independent qualified persons as defined in NI 43-101.

3. The Wildcat Deposit estimate is reported for an open-pit mining scenario, based upon reasonable assumptions. The cut-off grade of 0.15 g/t Au was calculated using a gold price of US$1,800/oz, mining costs of US$2.4/t, processing cost of US$3.7/t, G&A costs of US$0.5/t, and metallurgical gold recoveries varying from 73.0% to 52.0% and silver recoveries of 18%. An average bulk density of 2.6 g/cm3 was assigned to all mineralized rock types. The Inverse Distance cubed interpolation was used with a parent block size of 15.24 m x 15.24 m x 9.144 m.

4. The Mountain View Deposit estimate is reported for an open-pit mining scenario, based upon reasonable assumptions. The cut-off grade of 0.15 g/t Au was calculated using a gold price of US$1,800/oz, mining costs of US$1.67/t to US$2.27/t, processing cost of US$3.1/t, G&A costs of US$0.4/t, and metallurgical gold recoveries varying from 30.0% to 86.0% with a silver recovery of 20%. An average bulk density of 2.6 g/cm³ was assigned to all mineralized rock types. Inverse Distance cubed interpolation was used with a parent block size of 7.62 m x 7.62 m x 6.10 m.

5. Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grades, and contained metal content.

6. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

7. Neither Integra nor Micon' QP is aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing, or other relevant issue that could materially affect the mineral resource estimate other than any information already disclosed in this report.



MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

(3) BlackSheep District, Idaho

On February 14, 2019, Integra announced the acquisition of a highly prospective trend of multiple epithermal centers 6 km to the northwest of the DeLamar Project, a trend now referred to as the BlackSheep District ("BlackSheep" or the "District"). The District was identified in part during site visits and research by renowned epithermal geologists Dr. Jeff Hedenquist and Dr. Richard Sillitoe. Dr. Sillitoe and Dr. Hedenquist, along with Integra's exploration team led by Dr. Max Baker, mapped the area and interpreted the District to have undergone very limited erosion since the mid-Miocene mineralization event, suggesting the productive zone of mineralization is potentially located approximately 200 m beneath the surface. Minimal historical exploration did encounter gold-silver in BlackSheep; however, historic drilling was shallow, less than 100 m vertical on average, and did not enter the theorized productive zone.

The BlackSheep District to the northwest of the DeLamar deposit is comparable in geographical size to both the DeLamar and Florida Mountain deposits combined. The nature of the mineralization and alteration in BlackSheep includes extensive sinter deposits surrounding centers of hydrothermal eruption breccia vents associated with high-level coliform banded amorphous to chalcedonic silica with highly anomalous gold, silver arsenic, mercury, antimony and selenium values. In addition to some preliminary rock chip sampling, Integra completed an extensive soil geochemistry grid over the BlackSheep District showing highly anomalous gold and silver trends over significant lengths.

(4) War Eagle Property, Idaho

On January 21, 2019, Integra announced that, through its wholly owned subsidiary, DeLamar Mining Company, it entered into an option agreement with Nevada Select Royalty, Inc. ("Nevada Select"), a wholly owned subsidiary of Gold Royalty Corp.to acquire Nevada Select's interest in a State of Idaho Mineral Lease encompassing the War Eagle gold-silver Deposit ("War Eagle") situated 3 km east of Integra's Florida Mountain deposit. Upon exercise of the option (exercised in December 2022), Nevada Select transferred its right, title and interest in the State Lease to DeLamar Mining Company.

In the War Eagle Mountain District, Integra had previously acquired the Carton Claim group comprising of six patented mining claims covering 45 acres and located 750 m north of the State Lease.

War Eagle Mountain has a rich history of high-grade gold-silver production dating back to the late 1800's. The War Eagle-Florida-DeLamar geological settings, all hosting low sulphidation epithermal gold-silver are genetically related to the same mineralization forming event that occurred roughly 16 million years ago. The local geology and ore mineralogy found within the low sulphidation epithermal veins on War Eagle Mountain are similar to the regimes found at DeLamar and Florida Mountain to the west. The key difference is the host rock. Historically mined gold and silver in high grade veins at War Eagle was predominately mined and hosted by late Cretaceous age granitic rock. It should be noted that historically, the veins of War Eagle Mountain were of far higher grade compared to any other mining operations in the district, including DeLamar and Florida Mountain. Past production on these high-grade vein systems has outlined strike lengths in excess of 1 km and depth extends of up to 750 meters or more.

Please refer to the press release dated November 19, 2020 for drilling results.

(5) Red Canyon Property, Nevada

The Red Canyon property is located within the Antelope (Eureka) mining district in Nevada, 52 km northwest of Eureka. The property can be accessed from the town of Eureka by following US Highway 50 west for 40km to 3 Bar Road. This road is then followed north for approximately 50km to the intersection with the Red Canyon access road. Local roads and dirt tracks lead south and east to the main areas of interest on the Red Canyon property. The 6,650-acre land package consists of 348 unpatented claims. The claims are publicly owned lands administered by the U.S. BLM. Gold mineralization at Red Canyon is sediment-hosted, Carlin-style, including deeply oxidized bodies overlying sulfide mineralization. Currently there are no defined mineral resources at Red Canyon, but there are 10 drill-ready targets.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

(6) Ocelot Property, Nevada

The Ocelot (historically known as Zeno) property is located within the Shoshone Mountains in Nevada, 57km southwest from the world class Au deposits at Pipeline/Cortez. The 3,515-acre land package consists of 172 unpatented claims on publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Ocelot is strongly representative of a low sulfidation epithermal Au/Ag system, hosted in the Valmy Formation and volcano-sedimentary units overlying local quartzite basement rocks. Several target areas display broad zones of alteration including argilization (quartz-illite) and intense silicification with boiling textures, characteristic of the upper levels in epithermal systems. Several promising target zones at Ocelot display encouraging Au, As, Hg, and other pathfinder element data from previous sampling programs. Mapping reports broad zones of silicification and sinter on the property with assays up to 200 ppb Au. Historical shallow drilling reported intersections up to 0.01 opt Au associated with micro breccia veinlets.

(7) Marr Property, Nevada

The Marr property is located within Antelope Valley, Nevada, located 60km southwest from the world-class Pipeline deposit. The 1,921-acre land package consists of 93 unpatented claims. The claims are publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Marr is believed to be a low sulfidation, epithermal Au/Ag epithermal. The target area is covered, with historical drilling reporting zones of broad argillic alteration and high-level exposures of a low-sulfidation system, as characterized by chalcedony and opaline veining with sinter terraces. Anomalous Au and pathfinder elements in high-level quartz-chalcedony veins with boiling textures are common.

(8) Eden Property, Nevada

The Eden property is located on the northwestern side of the East Range in the western Nevada rift, along the Sleeper-Sandman trend. Eden is located 22km southwest of the Town of Winnemucca within Pershing and Humboldt Counties. The 1,223-acre land package consists of 68 unpatented claims. The claims are publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Eden represents a low sulfidation, epithermal Au/Ag system. The property can be accessed by a frontage road along Interstate 80. The target is hosted in permeable Cenozoic volcanic and sedimentary rocks cut by basaltic dikes with quartz veins along through-going "plumbing structures".

(9) Dune Property, Nevada

The Dune property is located in the Humboldt River Valley in the western Nevada rift, along the Sleeper - Sandman trend. Dune is located 18km southwest of the Town of Winnemucca within Humboldt County. The 644-acre land package consists of 36 unpatented claims. The claims are publicly owned lands administered by the U.S. Bureau of Land Management (BLM). Mineralization at Dune consists of low sulfidation, epithermal Au-Ag typical of significant economic Au-Ag deposits of this region of Nevada. The property can be accessed via Jungo Road west from Winnemucca and then by an unimproved road approximately 3km to the south. The target concept is a structurally- and stratigraphically-controlled low sulfidation gold system, hosted by permeable Cenozoic volcanic and sedimentary rocks. A large part of the property is covered by quaternary gravels.

(10) Cerro Colorado Property, Arizona

The Cerro Colorado property is located within a historic silver mining district, 70km southwest of Tucson, Arizona and is situated along the Laramide porphyry copper belt. Cerro Colorado is located 26km southwest of the historical Pima Mining District, which contains several active porphyry copper and skarn mining operations. Seven distinct areas of interest comprise the combined 10,097-acre land package, consisting of 229 unpatented claims on lands administered by the BLM and 14 Arizona State Land Department (ASLD) mineral leases situated on State of Arizona Lands. Cerro Colorado hosts numerous historical mining operations that exploited Ag-Au (±Cu)-bearing veins hosted by Jurassic and early Laramide volcanic rocks. District-scale and local alteration patterns indicate potential for porphyry copper mineralization within intrusive units beneath the volcanic host rocks. Limited historical drilling in intrusive units adjacent to Integra's areas done by Phelps Dodge and Mine Finders reported weakly mineralized porphyry copper intrusions. Recent academic work in the area suggests a lack of Cenozoic extension and dismemberment in the district, preserving the Ag-Au veins and associated deeper porphyry copper systems upright and intact below older volcanic rocks.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

The Company announced in June 2024 an Option Agreement between Millennial Silver Nevada ("MSN") and GreenLight regarding the Cerro Colorado Property.  Pursuant to the terms of the Option Agreement, MSN granted GreenLight an exclusive option to purchase its interests in Millennial Arizona for a period of 12 months.

SELECTED CONSOLIDATED FINANCIAL INFORMATION 


The following table sets forth selected consolidated information of the Company as of September 30, 2024, December 31, 2023, and 2022, prepared in accordance with IFRS. The selected consolidated financial information should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2024 and the Company's audited annual consolidated financial statements for the years ended December 31, 2023 and 2022.

    Nine-Months Ended
September 30, 2024
(unaudited) $
    Year Ended
December 31, 2023
$
    Year Ended
December 31, 2022
$
 
Exploration and evaluation expenses   (11,467,881 )   (22,009,119 )   (13,467,035 )
Operating loss   (17,692,750 )   (28,430,663 )   (19,212,921 )
Other expense   (1,338,702 )   (585,606 )   (594,100 )
Net loss   (19,031,452 )   (29,016,269 )   (19,807,021 )
Net loss per share   (0.23 )   (0.52 )   (0.71 )
Other comprehensive income (loss)   (36,945 )   77,070     (663,590 )
Comprehensive loss   (19,068,397 )   (28,939,199 )   (20,470,611 )
Cash and cash equivalents   9,179,083     8,815,290     15,919,518  
Exploration and evaluation assets   60,848,542     68,402,183     40,801,924  
Total assets   90,446,698     82,388,987     61,422,237  
Total current liabilities   31,426,932     16,671,379     15,390,668  
Total non-current liabilities   24,277,792     25,197,362     24,708,404  
Working capital (deficit) *   (5,515,604 )   (6,803,922 )   1,603,220  
Working capital - excluding                  
convertible debt liability   6,078,208     3,839,810     11,651,434  

*Working capital includes convertible debt liability. The convertible debt is required to be included under short term liabilities given that it is convertible at the option of the lender. As of September 30, 2024, the maturity of the convertible debt was August 2025. Subsequent to the quarter, the maturity was extended to July 2027 (see "Subsequent Events" section).

In the year ended December 31, 2023, the Company reclassified its site support costs from general and administration expenses to exploration and evaluation expenses. The reclassification has not impacted the operating loss, as the Company expenses all exploration and evaluation costs. The 2022 comparative numbers have been reclassified to conform with the current period reclassification.

The operating losses for the nine-month period ended September 30, 2024 and years ended December 31, 2023 and 2022 were mostly driven by exploration and evaluation expenses, as well as head office G&A expenses.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Other expenses for the nine-month period ended September 30, 2024, and years ended December 31, 2023 and 2022, was mostly driven by the interest and accretion expenses related to the convertible debt (non-cash), reclamation accretion expenses (non-cash), and foreign exchange loss, partly offset by interest and rent income and change in fair value of derivatives (non-cash).

Other comprehensive income (loss) amounts are related to the foreign exchange translation adjustment.

Total assets as at September 30, 2024 increased compared to as at December 31, 2023 mostly due to the increased cash resulting from the March 2024 equity financing,  the NSR  sale to WPM, and the share subscription receipts related to August 2024 financing (funds held in trust), partly offset by the exploration and evaluation assets decrease resulting from the NSR sale and reclamation adjustment in the current nine-month period. Total assets as at December 31, 2023 increased compared to as at December 31, 2022, mostly due to an increase in exploration and evaluation assets as a result of the Millennial Acquisition. 

Working capital (excluding the convertible debt liability) as at September 30, 2024 increased compared to the year ended December 31, 2023 mostly due to cash increase resulting from the March equity financing, the NSR sale to Wheaton Precious Metals ("WPM"). Working capital (excluding the convertible debt liability) in the year ended December 31, 2023 decreased compared to the year ended December 31, 2022 mostly due to cash expenditures on increased exploration and evaluation activities.

Total current liabilities increased as at September 30, 2024 compared to the year ended December 31, 2023, mostly due to the share subscription receipts accrued liability related to August 2024 financing (funds held in trust). Total current liabilities slightly increased as at December 31, 2023 compared to as at December 31, 2022, as a result of an increase in convertible host liability (mostly due to increased loan interest rate), increases in trade and other payables and due to related parties. These increases were partially offset by a decrease in the convertible derivative component (due to a decrease in share price).

Total non-current liabilities slightly decreased as at September 30, 2024 compared to the year ended December 31, 2023 mostly due to a decrease in long-term reclamation liability resulting from an increase in discount rate. Total non-current liabilities slightly increased as at December 31, 2023 compared to as at December 31, 2022 mostly due to the reclamation liability increase and an increase in long-term lease liability, due to the Millennial Acquisition.

Exploration and Evaluation Assets Summary:

    Idaho Properties     Nevada & Arizona
Properties
    Total  
Balance at December 31, 2022 $ 40,801,924   $ -   $ 40,801,924  
Land acquisitions/option payments   39,000     2,800,000     2,839,000  
Millennial acquisition   -     24,523,830     24,523,830  
Legal fees   93,882     12,014     105,896  
Reclamation adjustment*   16,486     -     16,486  
Depreciation**   (7,403 )   -     (7,403 )
Total    40,943,889     27,335,844     68,279,733  
Advance minimum royalty   97,450     25,000     122,450  
Balance at December 31, 2023   41,041,339     27,360,844     68,402,183  
Land acquisitions/option payments   15,000     200,000     215,000  
Rich Gulch acquisition   2,100,000     -     2,100,000  
Sale of NSR Royalty   (9,750,000 )   -     (9,750,000 )
Millennial acquisition   -     18,821     18,821  
Legal & accounting and tax fees   406,763     51,820     458,583  
Reclamation adjustment*   (682,837 )   -     (682,837 )
Depreciation**   (5,558 )   -     (5,558 )
Total   33,124,707     27,631,485     60,756,192  
Advance minimum royalty   67,350     25,000     92,350  
Balance at September 30, 2024 $ 33,192,057   $ 27,656,485   $ 60,848,542  

*Reclamation adjustment is the change in present value of the reclamation liability, mainly due to changes to inflation rate and discount rate. **A staff house building with a carrying value of $187,150 has been included in the DeLamar property. This building is being depreciated.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

The Company spent $11,467,881 in exploration and evaluation activities during the nine-month period ended September 30, 2024 (September 30, 2023 - $17,288,060).

The following tables outline the Company's exploration and evaluation expense summary for the nine-month periods ended September 30, 2024 and 2023:

Exploration and Evaluation Expense Summary:

    Idaho Properties     Nevada & Arizona Properties        
Nine-Month Period Ended
September 30, 2024
  DeLamar
Project
    Other
Idaho

Deposits
    Joint
Expenses
    Nevada North
Project
    Other Nevada
& Arizona
     
Total
 
Contract exploration drilling   -     -     -     437,556     -     437,556  
Contract met drilling   -     -     -     296,714     -     296,714  
Exploration drilling - other drilling labour & related costs   59,499     -     -     167,633     -     227,132  
Metallurgical drilling - other drilling labour & related costs   5,737     -     -     126,369     -     132,106  
Other exploration expenses*   274,435     -     -     325,095     54,667     654,197  
Other development expenses**   1,400,553     -     -     240,209     -     1,640,762  
Land***   270,620     22,602     277,678     273,205     339,924     1,184,029  
Permitting   2,262,932     -     -     260,413     -     2,523,345  
Metallurgical test work   446,986     -     -     2,700     -     449,686  
Technical reports and engineering   2,085,478     -     -     12,161     -     2,097,639  
External affairs / Community engagement   426,265     -     -     29,058     -     455,323  
Site support expenses****   1,269,195     -     -     100,197     -     1,369,392  
Total $ 8,501,700   $ 22,602   $ 277,678   $ 2,271,310   $ 394,591   $ 11,467,881  

        *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

        **Includes development G&A expenses and payroll

        ***Includes BLM, IDL and ASDL annual fees, consulting, property taxes, legal, professional, etc. expenses

        ****Includes site G&A expenses

    Idaho Properties     Nevada & Arizona Properties        
Nine-Month Period Ended
September 30, 2023
 
  DeLamar
Project
    Other
Idaho

Deposits
    Joint
Expenses
    Nevada North
Project
    Other Nevada
& Arizona
     
Total
 
Contract exploration drilling   2,056,797     -     -     -     -     2,056,797  
Contract metallurgical drilling   1,113,706     -     -     -     -     1,113,706  
Contract condemnation drilling   425,773     -     -     -     -     425,773  
Contract geotech drilling   312,147     -     -     -     -     312,147  
Exploration drilling - other drilling labour & related costs   949,834     -     -     -     -     949,834  
Metallurgical drilling - other drilling labour & related costs   435,114     -     -     -     -     435,114  
Condemnation drilling - other drilling labor & related costs   188,013     -     -     -     -     188,013  
Other exploration expenses*   676,085     1,376     -     11,982     54,481     743,924  
Other development expenses**   1,798,741     -     -     87,966     -     1,886,707  
Land***   291,736     22,602     232,978     231,980     249,346     1,028,642  
Permitting   3,858,933     -     -     179,296     -     4,038,229  
Metallurgical test work   100,938     223,312     -     7,224     -     331,474  
Technical reports and engineering   1,371,587     -     -     186,161     -     1,557,748  
External affairs / Community engagement   252,492     -     -     32,003     -     284,495  
Site support expenses****   1,482,942     -     -     452,515     -     1,935,457  
Total $ 15,314,838   $ 247,290   $ 232,978   $ 1,189,127   $ 303,827   $ 17,288,060  

        *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

        **Includes development G&A expenses and payroll

        ***Includes BLM, IDL and ASDL annual fees, consulting, property taxes, legal, etc. expenses

        ****Includes site G&A expenses


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

RESULTS OF OPERATIONS


NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024

Net loss for the nine-month period ended September 30, 2024 was $19,031,452 and the comprehensive loss $19,068,397, compared to a net loss of $22,020,106 and a comprehensive loss of $21,828,579 for the nine-month period ended September 30, 2023.

Overall, operating expenses were lower in the current nine-month period mostly due to a decrease in exploration and evaluation expenses, partially off-set by greater general and administrative expenses. Other expenses were higher in the current nine-month period comparing to the same period last year mostly due to higher convertible interest and accretion expenses, lower interest income, lower change in fair value of derivatives (non-cash), and foreign exchange loss vs foreign exchange gain in the comparative period. The variances between these two periods were primarily due to the following items:

  • Exploration and evaluation expenses: the Company incurred $11,467,881 in exploration and evaluation expenses during the current nine-month period (September 30, 2023 - $17,288,060). The difference is mostly due to decreased drilling activities in the current nine-month period.
  • Professional fees: the Company incurred $1,314,730 in expenses during the current nine-month period (September 30, 2023 - $360,025). The difference is mostly due to higher legal, tax, and technical due diligence, and consulting fees related to the FCGI Acquisition in the current period. 
  • Stock based compensation: these expenses amounted to $1,312,991 in the current nine-month period (September 30, 2023 - $758,154). The variance is due to the timing of vesting of equity incentive awards granted from 2018 to 2023.

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2024

Net loss for the three-month period ended September 30, 2024 was $6,760,515 and the comprehensive loss $6,833,352, compared to a net loss of $8,073,415 and a comprehensive loss of $8,281,566 for the three-month period ended September 30, 2023.

Overall, operating expenses were lower in the current three-month period mostly due to a decrease in exploration and evaluation expenses. Other expenses were higher in the current three-month period comparing to the same period last year (other income) mostly to higher convertible interest and accretion expenses, lower interest income, lower change in fair value of derivatives (non-cash), partly offset by foreign exchange gain vs foreign exchange loss in the comparative period. The variances between these two periods were primarily due to the following items:

  • Exploration and evaluation expenses: the Company incurred $3,981,164 in exploration and evaluation expenses during the current quarter (September 30, 2023 - $6,621,925). The decrease is mostly due to reduced drilling activities in the current three-month period.
  • Professional fees: the Company incurred $894,972 in expenses during the current three-month period (September 30, 2023 - $89,066). The difference is mostly due to higher legal, tax, technical due diligence, and consulting fees related to the FCGI Acquisition fees in the current period. 
  • Stock based compensation: these expenses amounted to $419,969 in the current three-month period (September 30, 2023 - $234,773). The variance is due to the timing of vesting of equity incentive awards granted from 2018 to 2023.

MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Operating Activities

Net cash used by the Company in operating activities for the current nine-month period ended September 30, 2024 was $17,410,044 (September 30, 2023 - $20,969,831).  The variance between 2024 and 2023 quarters was mostly driven by lower exploration and evaluation expenses.

Investing Activities

Net cash provided by the investing activities for the current nine-month period ended September 30, 2024 was $8,731,452 (September 30, 2023 (used in) - $3,908,883). The difference between 2024 and 2023 quarters was mostly due to cash received from the sale of the net smelter return royalty in the current nine-month period.

Financing Activities

Net cash provided by financing activities in the current nine-month period ended September 30, 2024 was $9,079,330 (September 30, 2023 - $23,680,538). The difference between 2024 and 2023 quarters was mostly due to the higher equity financing completed in 2023. The Company raised gross proceeds of approximately $11.1 million in 2024 through a bought deal public offering vs $25.8 million in 2023.

The Company raised total net proceeds of approximately $19.6 million in March 2024 through a $9.9 million bought deal financing and $9.7 million via the sale of a 1.5% NSR to Wheaton. The table below summarizes the expected use of proceeds including: 

March 2024 Financing

 

Expected Use of
Proceeds ($M)
(1)

March 2024 to
February 2025

Actual Use of
Proceeds ($M)
(2)

March 2024 to
February 2025

Variance ($M) (3)

DeLamar Project

 

 

 

    Land Compliance and Site G&A

$2.4

$2.7

$0.3

    Development ( incl Engineering/Permitting)

$8.3

$8.4

$0.1

    Exploration

$0.4

$0.4

$ -

    Ongoing Reclamation / Water Treatment

$0.9

$0.9

$ -

Nevada North

 

 

 

    Land Compliance and Site G&A

$1.0

$1.1

$0.1

    Development ( incl Engineering/Permitting)

$1.7

$1.2

($0.5)

    Exploration

$1.8

$1.6

($0.2)

Corporate G&A

$3.1

$3.4

$0.3

Total

$19.6

$19.7

$0.1

(1) Net proceeds disclosed in March 7, 2024 financing prospectus of C$26.4 million = US$19.6 million (March 7 exchange rate of 0.7422). Assumes full exercise of the over-allotment and both installments of the Wheaton royalty sale.

(2) Actual use of proceeds figures include March to September 30, 2024 actual expenditures and estimated expenditures from October 2024 to February 2025.

(3) Immaterial variance between disclosed expected use of proceeds and actual use of proceeds.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

SUMMARY OF SELECTED QUARTERLY INFORMATION


The following table sets forth selected quarterly financial information for each of the last eight quarters.

Quarter Ending

Revenue

($)

Net Loss

($)

Net Loss
Per Share ($)

September 30, 2024

Nil

                        (6,760,515)

                                        (0.08)

June 30, 2024

Nil

(6,776,360)

(0.07)

March 31, 2024

Nil

(5,494,577)

(0.08)

December 31, 2023

Nil

(6,996,163)

(0.10)

September 30, 2023

Nil

(8,073,415)

(0.12)

June 30, 2023

Nil

(7,303,460)

(0.11)

March 31, 2023*

Nil

(6,643,231)

(0.19)

December 31, 2022*

Nil

(6,204,720)

(0.20)



*March 31, 2023 and December 31, 2023 quarters net loss per share data adjusted to reflect the 2.5 to 1 share consolidation completed in May 2023.

The net loss for the last eight quarters was mostly driven by exploration and evaluation expenses, corporate G&A expenses (such as compensation, corporate development and marketing, office and administration, professional, and regulatory fees), and stock-based compensation expenses (non-cash item), partly offset by interest and rent income.  A foreign exchange gain was recorded in the third quarter of 2024 and first, second, and fourth quarters of 2023. The net loss for all quarters also includes accretion expenses and interest expense accrual related to the convertible debt, as well as change in fair value of derivatives (all three are non-cash items).

LIQUIDITY AND CAPITAL RESOURCES


As of September 30, 2024, the Company did not have a mineral property in production and consequently did not receive revenue from the sale of precious metals. The Company had no operations that generated cash flow.  Prior to September 30, 2024, the Company has financed its operations primarily through the issuance of share capital, convertible debt and the sale of an NSR.  The Company closed the FCGI Acquisition on November 8, 2024, and now owns a producing gold mine. Hence, the Company's capital management approach is most likely to change in Q4 2024.

The Company's working capital deficit, including the convertible debt liability as of September 30, 2024 was $5,515,604 (December 31, 2023 - working capital deficit $6,803,922). The Company's working capital, excluding the convertible debt liability as of September 30, 2024 was $6,078,208 (December 31, 2023 - working capital $3,839,810).  Working capital as at September 30, 2024 increased compared to as at December 31, 2023 mostly due to a cash increase resulting from an equity financing and the sale of a net smelter return royalty in Q1 2024.

The Company actively manages its liquidity using budgeting based on expected cash flows to ensure there are appropriate funds for meeting short-term obligations during the year. 

FINANCIAL INSTRUMENTS           


A description of financial instruments and their fair value is included in the audited consolidated financial statements for the  years ended December 31, 2023 and 2022, filed on SEDAR+ at www.sedarplus.ca  and on Integra's website at www.integraresources.com.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

COMMITMENTS AND CONTRACTUAL OBLIGATIONS


There are a number of net smelter returns, royalties, advance minimum royalties, annual claim filings, and work commitments on the Company's properties. Summaries of all those commitments are included in Note 14 of the Company's unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2024 and 2023.

Other Commitments

The Company's other commitments at September 30, 2024 are as follows:

Commitments and
contractual obligations

(in millions of $) (1)

  Less than one
year
commitment
    1 - 3 years
commitment
    4 - 5 years
commitment
    Over 5
years
commitment
    Total  
Convertible debenture (2) $ 0.5   $ 13.7   $ -   $ -   $ 14.2  
Material land payments (3)   0.1     7.6     -     -     7.7  
Total $ 0.6   $ 21.3   $ -   $ -   $ 21.9  

(1) Undiscounted cash expenditures

(2) Includes interest payments (payable in cash or shares, at the Company's option) and principal repayment.

(3) Includes payments of $1.8 mm for Red Canyon and $2.2 mm for Cerro Colorado. Both are optional payments, and payable only if we decide to acquire the properties.

TRANSACTIONS WITH RELATED PARTIES


Related parties include the Board of Directors, CEO, CFO, and enterprises that are controlled by these individuals.

As September 30, 2024, $545,416 (December 31, 2023 - $1,158,454) was due to related parties for payroll expenses, consulting fees, bonuses accruals, vacation accruals and other expenses.  Receivables from related parties (related to rent and office expenses) as of September 30, 2024 were $25,843 (December 31, 2023 - $20,643) and were recorded in receivables.

Key Management Compensation:

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors, Executive Chair, CEO, and CFO.

Remuneration attributed to executives and directors for the nine-month periods ended September 30, 2024 and 2023 were as follows: 

     
September 30, 2024
     
September 30, 2023
 
Short-term benefits* $ 1,078,211   $ 1,336,775  
Associate companies**   31,318     2,301  
Stock-based compensation   765,345     403,818  
Total $ 1,874,874   $ 1,742,894  

*Short-term employment benefits include salaries, consulting fees, vacation accruals and bonus accruals for key management. It also includes directors' fees for non-executive members of the Company's Board of Directors.

**Mostly consulting services and rent expenses due to and from entities for which Integra's executives or directors are executives or directors.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

In the nine-month period ended September 30, 2024, the Company issued 56,662 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors.

In the nine-month period ended September 30, 2023, the Company issued 58,756 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. The share-based payment related to these DSUs is included in the above table under stock-based compensation.

OUTSTANDING SHARE DATA 


Share capital details are included in the Company's unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2024 and 2023.

The following table outlines the outstanding share data as of the date of this MD&A: 

      November 13, 2024  
Issued and outstanding common shares     168,571,712  
Common shares underlying Options(1)     3,145,397  

RSUs and DSUs

    1,693,487  
Warrants     8,305,874  
Issued and outstanding common shares (fully diluted)     181,716,470  

(1) 3,053,096 Options exercisable for 1 common share and 1,977,034 Options exercisable for 0.0467 of a common share.

 

SUBSEQUENT EVENTS 


Acquisition of Florida Canyon Gold Inc

The Company announced on November 8th the completion of the FCGI Acquisition.

Under the terms of the FCGI Acquisition, Integra acquired all of the issued and outstanding common shares of FCGI. In aggregate, 65,213,010 Integra shares were issued for the benefit of former FCGI shareholders as consideration for their FCGI shares.

As a result of the FCGI Acquisition, FCGI became a wholly-owned subsidiary of Integra, and the FCGI shares are anticipated to be delisted from the TSXV at market close on or about November 12, 2024. Following the delisting, FCGI intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Please refer to the press releases dated July 29, 2024 and November 8, 2024 for further details.

Board of Directors

Integra's Board of Directors (the "Board") will continue to be led by George Salamis, as Executive Chairman and now includes Janet Yang and Ian Atkinson, former directors of FCGI, as new members.  Sara Heston and Stephen de Jong have resigned from the Board effective November 8, 2024.

Private Placement Offering of Subscription Receipts

In connection with closing of the FCGI Acquisition, the escrow release conditions in respect of an aggregate of 14,900,000 subscription receipts (the "Subscription Receipts") of Integra issued on August 21, 2024 at a price of C$1.35 per Subscription Receipt (the "Subscription Receipt Financing") were satisfied, and the net proceeds of approximately C$19 million (US$14 million) were released to Integra.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Please refer to the press releases dated July 29, 2024 and November 8, 2024 for further details.

Beedie Capital Credit Facility

The Company also announced on November 8, 2024, that it has drawn a second advance under its up to US$20 million convertible facility with Beedie Capital in the principal amount of US$5 million, with a conversion price equal to C$1.6875 per Integra Share.

Please refer to the press releases dated July 29, 2024 and November 8, 2024 for further details.

CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES 


The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing basis.  Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.

Measurement uncertainties are described in the Company's annual audited consolidated financial statements for the years ended December 31, 2023 and 2022 and the Company's unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2024 and 2023.

CHANGES IN ACCOUNTING POLICIES 


The Company's accounting policies are in accordance with IFRS and described in the Company's annual audited consolidated financial statements for the years ended December 31, 2023 and 2022 and the Company's unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2024 and 2023.

RISKS AND UNCERTAINTIES  


The Company is subject to a number of risks and uncertainties due to the nature of its business. The Company's exploration activities expose it to various financial and operational risks that could have a significant impact on its level of operating cash flows in the future.

Readers are advised to study and consider risk factors disclosed in the Company's Form 20-F for the fiscal year ended December 31, 2023, dated March 28, 2024 and available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Following the completion of the FCGI Acquisition on November 8, 2024, the Company is now subject to additional risks and uncertainties related to the business of the Florida Canyon Mine ("FCM"). Select risks have been disclosed below, but readers are advised to study and consider the risk factors disclosed in FCGI's TSXV Listing Application dated July 12, 2024, and available under FCGI's issuer profile on SEDAR+ at www.sedarplus.ca.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

FCM's mining operations are inherently dangerous, and various factors could result in a prolonged interruption of FCM's operations and negatively impact its business and financial condition

Mining operations are inherently dangerous and generally involve a high degree of risk. FCM operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold and silver, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure, mining voids and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life, damage to property and environmental damage, all of which may result in possible legal liability. Although FCM expects that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geomechanical issues, equipment failure, failure of retaining dams around tailings disposal areas and instability of historical tailings, which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of FCM's operations that would have a material adverse effect on its business, financial condition, results of operations and prospects.

Increase in production and development costs may impact the profitability of the Florida Canyon Mine.

Changes in FCM's production and development costs could have a major impact on its profitability. Its main production and development expenses are contractor costs, materials including diesel fuel, personnel costs and energy. Changes in costs of FCM's mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, (including the continuance or escalating military tensions between Russia and Ukraine, and economic sanctions in relation thereto), increased costs and scarcity of labour, and could result in changes in profitability or mineral reserve estimates. Many of these factors may be beyond FCM's control.

FCM relies on third party suppliers for a number of raw materials. Any material increases in the cost of raw materials, or the inability by FCM to source third party suppliers for the supply of its raw materials (including as a result of the continuance or escalation of military tensions between Russia and Ukraine and economic sanctions in relation thereto, or otherwise) could have a material adverse effect on FCM's results of operations or financial condition.

Fluctuating commodity prices may result in FCM not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.

The Company's profitability will be dependent upon the market price of gold and any other metals contained in minerals discovered. Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Resource prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.

Labour difficulties might result in FCM not meeting its business objectives.

Factors such as work slowdowns or stoppages caused by the attempted unionization of operations and difficulties in recruiting qualified miners and hiring and training new miners could materially adversely affect FCM's business. This would have a negative effect on FCM's business and results of operations, which might result in the Company not meeting its business objectives.

Failure to achieve capital and operational cost estimates could have an adverse impact on FCM's future cash flows and financial condition.

Decisions about the development of FCM's mineral properties in the future will ultimately be based upon technical studies. Technical studies derive estimates of cash operating costs based upon, among other things:

· anticipated tonnage, grades and metallurgical characteristics of the ore to be mined and processed;


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

· anticipated recovery rates of gold, silver and other metals from the ore;

· cash operating costs of comparable facilities and equipment; and

· anticipated climatic conditions.

It is important to note that the economic parameters described in technical studies include a number of assumptions and estimates that could prove to be incorrect. For example, capital costs, operating costs, production and economic returns and other estimates contained in studies or estimates prepared by or for FCM, may differ significantly from those anticipated by FCM's current studies and estimates and there can be no assurance that FCM's actual operating costs will not be higher than currently anticipated. FCM's actual costs may vary from estimates for a variety of reasons, including: short-term operating factors; revisions to mine plans; risks and hazards associated with mining; natural phenomena (such as inclement weather conditions, water availability, floods and earthquakes), the outbreak of communicable diseases, and unexpected labour shortages or strikes. Operational costs may also be affected by a variety of factors, including: changing waste-to-ore ratios; ore grade metallurgy; labour costs; the cost of commodities; general inflationary pressures; currency exchange rates; availability and terms of financing; difficulty of estimating construction costs over a period of years; delays in obtaining environmental or other government permits; and potential delays related to social and community issues. Many of these factors are beyond FCM's control. Failure to achieve estimates, or material increases in costs, could have an adverse impact on FCM's future cash flows, business, results of operations and financial condition.

Forecasts of future production are estimates and actual production may be less than estimated, which could have a material adverse effect on FCM's results of operations and financial condition.

The Company prepares estimates of future gold production for FCM. The Company cannot give any assurance that it will achieve its production estimates. The failure of the Company to achieve its production estimates could have a material and adverse effect on any or all of its future cash flows, profitability, results of operations and financial condition. These production estimates are dependent on, among other things, the accuracy of mineral reserve estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions, physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing.

FCM's actual production may vary from its estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades from those planned; poor mine planning or implementation of plans; insufficient skilled management or personnel; unplanned equipment downtime or failure due to issues including poor maintenance; mine failures, slope failures or equipment failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for operation, including explosives, fuels, chemical reagents, water, equipment parts and lubricants; labour shortages or strikes; civil disobedience and protests; and restrictions or regulations imposed by government agencies or other changes in the regulatory environments. Such occurrences could result in damage to mineral properties, interruptions in production, injury or death to persons, damage to property of FCM or others, monetary losses, and legal liabilities. These factors may cause a mineral deposit that has been mined profitably in the past to become unprofitable, forcing FCGI to cease production. It is not unusual in new mining operations to experience unexpected problems during the start-up phase. Depending on the price of gold or other minerals, the Company may determine that it is impractical to commence or, if commenced, to continue commercial production at a particular site.

LIMITATIONS ON THE MINERAL RESOURCE AND RESERVE ESTIMATES  


The Company's Mineral Resources and Mineral Reserves are estimates only and are based on estimates of mineral content and quantity derived from limited information acquired through drilling and other sampling methods and require judgmental interpretations of geology, structure, grade distributions and trends and other factors. The Company's Mineral Resource and Mineral Reserve estimates may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing and other factors. There are numerous uncertainties inherent in estimating Mineral Resources and Mineral Reserves, including many factors beyond the Company's control. Estimation is a subjective process, and the accuracy of the Company's Mineral Resource or Mineral Reserve estimate is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation of that data and the level of congruence with the actual size and characteristics of the Company's deposits. No assurance can be given that the estimates are accurate or that the indicated level of metal will be produced. Actual mineralization or geological formations may be different from those predicted. Further, it may take many years before production is possible, and during that time the economic feasibility of exploiting a discovery may change. These estimates may, therefore, require adjustments or downward revisions based upon further exploration or development work, drilling or actual production experience.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Fluctuations in gold and silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of the Company's Mineral Resource and Mineral Reserve estimates.  Prolonged declines in the market price of gold or silver may render Mineral Reserves containing relatively lower grades of mineralization uneconomical to recover and could materially reduce the Company's Mineral Reserves. Mineral Resource estimates are based on drill hole information, which is not necessarily indicative of conditions between and around the drill holes. Accordingly, such Mineral Resource estimates may require revision as more geologic and drilling information becomes available and as actual production experience is gained. Mineral Resources and Mineral Reserves should not be interpreted as assurances of life of mine or of the profitability of future operations. There is a degree of uncertainty in estimating Mineral Resources and Mineral Reserves and of the grades and tonnages that are forecast to be mined and, as a result, the grade and volume of gold or silver that the Company mines, processes and recovers may not be the same as currently anticipated. Any material reductions in estimates of Mineral Resources and Mineral Reserves, or of the Company's ability to economically extract these Mineral Reserves, could have a material adverse effect on the Company's projects and the Company's business, financial condition, results of operations, cash flows or prospects.

Mineral Resources are not Mineral Reserves and have a greater degree of uncertainty as to their existence and feasibility. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is no assurance that Mineral Resources will be upgraded to Proven or Probable Mineral Reserves. Inferred Mineral Resources have a substantial degree of uncertainty as to their existence, and economic and legal feasibility.  Accordingly, there is no assurance that Inferred Mineral Resources reported herein will ever be upgraded to a higher category. Investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists, or is economically or legally mineable.

CAUTIONARY NOTE TO US INVESTORS WITH RESPECT TO MINERAL RESOURCES 


National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is a rule of the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Technical disclosure contained in this MD&A has been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System.  These standards differ from the requirements of the U.S. Securities and Exchange Commission ("SEC") and resource information contained in this MD&A may not be comparable to similar information disclosed by domestic United States companies subject to the SEC's reporting and disclosure requirements.

NON-IFRS MEASURES 


Alternative performance measures in this MD&A such as "cash cost", "AISC" "free cash flow" are furnished to provide additional information. These non-IFRS performance measures are included in this MD&A because these statistics are used as key performance measures that management uses to monitor and assess performance of the Company's projects, and to plan and assess the overall effectiveness and efficiency of mining operations. These performance measures do not have a standard meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Cash Costs

Cash costs include site operating costs (mining, processing, site G&A), refinery costs and royalties.  While there is no standardized meaning of the measure across the industry, the Company believes that this measure is useful to external users in assessing operating performance.

All-In Sustaining Cost ("AISC")

Site level AISC include cash costs and sustaining capital but excludes head office G&A and exploration expenses.  The Company believes that this measure is useful to external users in assessing operating performance and the Company's ability to generate free cash flow from current operations.

Free Cash Flow

Free cash flows are revenues net of operating costs, royalties, capital expenditures and cash taxes.  The Company believes that this measure is useful to the external users in assessing the Company's ability to generate cash flows from the Company's projects.

Working Capital

The Company has included a non-IFRS measure for "working capital" in this MD&A to supplement its financial statements, which are presented in accordance with IFRS. The Corporation believes that this measure provides investors with an improved ability to evaluate the performance of the Corporation. Non-IFRS measures do not have any standardized meaning prescribed under IFRS. Therefore, such measures may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

The following tables summarize the Company's working capital reconciliation as at September 30, 2024, December 31, 2023, and December 31, 2022.

Reconciliation as at

September 30, 2024

December 31, 2023

December 31, 2022

Current assets

$25,911,328

$9,867,457

$16,993,888

Less current liabilities

$31,426,932

$16,671,379

$15,390,668

Working capital (Deficit)

($5,515,604)

($6,803,922)

$1,603,220


Reconciliation as at

September 30, 2024

December 31, 2023

December 31, 2022

Current assets

$25,911,328

$9,867,457

$16,993,888

Less current liabilities - Excluding Convertible Debenture

$19,833,120

$6,027,647

$5,342,454

Working capital - Excluding Convertible Debenture

$6,078,208

$3,839,810

$11,651,434



MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

TECHNICAL INFORMATION


The scientific and technical information contained in this MD&A has been reviewed and approved by Raphael Dutaut (Ph.D., P.Geo, OGQ Membership 1301), Vice President Geology and Mining, who is a "Qualified Person" ("QP") as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

CORPORATE GOVERNANCE


Management and the Board recognizes the value of good corporate governance and the need to adopt best practices. The Corporation is committed to continuing to improve its corporate governance practices in light of its stage of development and evolving best practices and regulatory guidance.

The Board has adopted a Board mandate outlining its responsibilities and defining its duties. The Board has five committees: the Audit Committee, the Compensation Committee, the Nomination and Corporate Governance Committee, the Technical and Safety Committee, and the Environmental Social Governance Committee. Each Committee has a committee charter, which outlines the Committee's mandate, procedures for calling a meeting, and provides access to outside resources.

The Board has also adopted a Code of Business Conduct and Ethics, which governs the ethical behavior of all employees, management, and directors. For more details on the Company's corporate governance practices, please refer to Integra's website (www.integraresources.com) and the statement of Corporate Governance contained in Integra's Management Information Circular dated June 21, 2024. The Management Information Circular is available on Integra's website (www.integraresources.com) and on SEDAR+ (www.sedarplus.ca).

The Corporation's Directors have expertise in exploration, metallurgy, mining, financial reporting and accounting, M&A, financing, permitting and government relations, mine development and mine operations, environmental considerations, human resources, governance, and relations with tribal nations and local communities. The Board meets at least four times per year.

CONTROL AND PROCEDURES


Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, as appropriate to allow for timely decisions about public disclosure. The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized, and reported within the applicable time periods and that required information is accumulated and communicated to the Company's management, so that decisions can be made about the timely disclosure of that information.

Management has evaluated the effectiveness of the design and operation of the Company's disclosure controls as of September 30, 2024 and concluded that the disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in the rules of the National Instrument 52-109 in Canada ("NI 52-109") and Rules 13a-15(f) and 15d-15(f) of the United States Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting for external purposes in accordance with IFRS as issued by the IASB.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, the Company's internal control over financial reporting include:

(a) Maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the  assets of the Company;

(b) Providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB;

(c) Providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and

(d) Providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company's consolidated financial statements would be prevented or detected on a timely basis.

Management has evaluated the effectiveness of the internal control over financial reporting as of September 30, 2024 and concluded that those controls were effective. 

Limitation of Controls and Procedures

Management believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well designed and operated, have their inherent limitations. Due to those limitations (resulting from unrealistic or unsuitable objectives, human judgment in decision making, human errors, management overriding internal control, circumventing controls by the individual acts of some persons, by collusion of two or more people, external events beyond the entity's control), internal control can only provide reasonable assurance that the objectives of the control system are met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There were no changes in internal controls of the Company during the nine-month period ended September 30, 2024 that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS


Certain information set forth in this MD&A contains "forward‐looking statements" and "forward‐looking information" within the meaning of applicable Canadian securities legislation and in applicated United States securities law (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: the future financial or operating performance of the Company and the Wildcat and Mountain View deposits (the "Nevada North Project"), the Florida Mountain and DeLamar deposits (the "DeLamar Project") and the Florida Canyon mine (the "Florida Canyon Mine" and together with the Nevada North Project and the DeLamar Project, the "Projects"); benefits from the acquisition of Florida Canyon Gold Inc. ("Florida Canyon") including, but not limited to, goals, synergies, opportunities, profile, project and production optimization, potential production of the Florida Canyon Mine and extension of mine life at Florida Canyon; expectations with respect to future cash flows from operations, net debt and financial results benefits results from work performed to date; the estimation of mineral resources and reserves; the realization of mineral resource and reserve estimates; the development, operational and economic results of economic studies on the Projects, including cash flows, revenue potential, staged development, capital and operating expenditures, development costs and timing thereof, extraction rates, production, life of mine projections and cost estimates; magnitude or quality of mineral deposits; anticipated advancement of the mine plans for the Projects, as applicable; exploration expenditures, costs and timing of the development of new deposits; underground exploration potential; costs and timing of future exploration; the completion and timing of future development studies; estimates of metallurgical recovery rates, including prospective use of the Albion Process; anticipated advancement of the Projects and future exploration prospects; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of the Projects; future growth potential of the Projects; and future development plans. Forward-looking statements are often identified by the use of words such as "may", "will", "could", "would", "anticipate", 'believe", "expect", "intend", "potential", "estimate", "budget", "scheduled", "plans", "planned", "forecasts", "goals" and similar expressions.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such statement was made. Assumptions and factors include: expected synergies from acquisition of Florida Canyon; the Company's ability to complete its planned exploration and development programs; the absence of adverse conditions at the Projects; satisfying ongoing covenants under the Company's loan facilities; no unforeseen operational delays; no material delays in obtaining necessary permits; results of independent engineer technical reviews; the possibility of cost overruns and unanticipated costs and expenses; the price of gold remaining at levels that render the Projects economic; the Company's ability to continue raising necessary capital to finance operations; and the ability to realize on the mineral resource and reserve estimates. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: general business, economic and competitive uncertainties; the actual results of current and future exploration activities; conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain technology usage; changes in project parameters and/or economic assessments as plans continue to be refined; future prices of metals; possible variations of mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; and other factors beyond the Company's control and as well as those factors included herein and elsewhere in the Company's public disclosure. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in Integra's annual report on Form 20-F dated March 28, 2024 for the fiscal year ended December 31, 2023, and Florida Canyon's listing application on TSX Venture Exchange Form 2B, each of which are available on the respective SEDAR+ issuer profiles for the Company and Florida Canyon available at www.sedarplus.ca.

Investors are cautioned not to put undue reliance on forward-looking statements.  The forward-looking statements contained herein are made as of the date of this MD&A and, accordingly, are subject to change after such date.  The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.  Investors are urged to read the Company's filings with Canadian securities regulatory agencies, which can be viewed online under the Company's profile on SEDAR+ at www.sedarplus.ca.


MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023

MANAGEMENT'S RESPONSIBILITY


Management is responsible for all information contained in this MD&A. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and include amounts based on management's informed judgments and estimates. The financial and operating information included in this MD&A is consistent with that contained in the audited consolidated financial statements in all material aspects.

Management maintains internal controls to provide reasonable assurance that financial information is reliable and accurate, and assets are safeguarded.

The Audit Committee has reviewed the audited consolidated financial statements with management. The Board of Directors has approved these audited consolidated financial statements on the recommendation of the Audit Committee.

 

Jason Kosec

Chief Executive Officer

November 13, 2024



 

Integra Resources Corp.

 

Unaudited Interim Condensed Consolidated Financial Statements

For the Three and Nine-Month Periods Ended

September 30, 2024 and 2023

Expressed in US Dollars


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim condensed consolidated financial statements of Integra Resources Corp. are the responsibility of the management and Board of Directors of the Company.

The unaudited interim condensed consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the financial statements have been prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited interim condensed consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

 

Jason Kosec"  (signed) "Andrée St-Germain" (signed)

Jason Kosec, Chief Executive Officer

Andrée St-Germain, Chief Financial Officer

 


Integra Resources Corp.

Unaudited Interim Condensed Consolidated Financial Statements

For the Three and Nine-Month Periods Ended

September 30, 2024 and 2023

________________________________________________________________________________

Table of Contents

Description Page
   
   
   
   
Unaudited Interim Condensed Consolidated Statements of Financial Position 4
   
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss 5
   
Unaudited Interim Condensed Consolidated Statements of Changes in Equity 6
   
Unaudited Interim Condensed Consolidated Statements of Cash Flows 7
   
Notes to Unaudited Interim Condensed Consolidated Financial Statements 8 - 42


Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Financial Position
(Expressed in US Dollars)

 
 
  September 30,
2024
    December 31,
2023
 
Assets            
Current Assets            
Cash and cash equivalents (Note 5) $ 9,179,083   $ 8,815,290  
Marketable securities (Note 14)   181,871     -  
Receivables and prepaid expenses (Notes 6 and 14)   1,180,650     1,052,167  
Share subscription receipts - funds held in trust (Note 6)   14,901,104     -  
Deferred share issue costs (Note 6)   468,620     -  
Total Current Assets   25,911,328     9,867,457  
             
Long-Term Deposits   69,481     73,439  
Restricted Cash   90,614     61,989  
Lease Receivable (Note 6)   109,532     164,338  
Property, Plant and Equipment (Note 7)   1,825,932     2,198,927  
Right-of-Use Assets (Note 8)   660,148     824,764  
Exploration and Evaluation Assets (Note 9)   60,848,542     68,402,183  
Deferred Transaction Costs - Convertible Debt (Note 13)   931,121     795,890  
Total Assets $ 90,446,698   $ 82,388,987  
             
Liabilities            
             
Current Liabilities            
Trade and other payables (Note 12) $ 2,630,168   $ 3,315,646  
Other liability - purchase option (Note 14)   272,599     -  
Current lease liability (Note 8)   367,744     361,877  
Current equipment financing liability   60,083     135,664  
Convertible debt facility - liability component (Note 13)   11,399,812     10,027,732  
Convertible debt facility - derivative component (Note 13)   194,000     616,000  
Share subscription receipts (Note 6)   14,901,104     -  
Current reclamation and remediation liability (Note 15)   1,056,006     1,056,006  
Due to related parties (Note 11)   545,416     1,158,454  
Total Current Liabilities   31,426,932     16,671,379  
             
Long-Term Lease Liability (Note 8)   519,181     718,489  
Long-Term Equipment Financing Liability   -     42,398  
Reclamation and Remediation Liability (Note 15)   23,758,611     24,436,475  
Total Liabilities   55,704,724     41,868,741  
             
Shareholders' Equity            
             
Share Capital (Note 16)   185,387,906     176,941,597  
Reserves (Note 16)   10,090,944     8,853,808  
Accumulated Other Comprehensive Income   7,390,075     3,820,340  
Accumulated Deficit   (168,126,951 )   (149,095,499 )
Total Equity   34,741,974     40,520,246  
Total Liabilities and Equity $ 90,446,698   $ 82,388,987  

Commitments (Note 14); Subsequent events (Note 17)

These consolidated financial statements were authorized for issue by the Board of Directors on November 13, 2024. They are signed on the Company's behalf by:

"George Salamis"              , Director                                                                                                      "Anna Ladd-Kruger"          , Director


The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
(Expressed in US Dollars)

    Three-Month Periods Ended
September 30,
    Nine-Month Periods Ended
September 30,
 
    2024     2023     2024     2023  
Operating Expenses                        
General and Administrative Expenses                        
Depreciation - property, plant and equipment (Note 7) $ (151,936 ) $ (154,056 ) $ (454,907 ) $ (440,468 )
Depreciation - right-of-use assets (Note 8)   (73,602 )   (109,010 )   (237,691 )   (348,885 )
Compensation and benefits   (574,463 )   (599,885 )   (1,764,455 )   (1,744,665 )
Corporate development and marketing   (134,770 )   (107,182 )   (378,469 )   (303,359 )
Office administration expenses   (174,721 )   (202,211 )   (557,932 )   (577,189 )
Professional fees   (894,972 )   (89,066 )   (1,314,730 )   (360,025 )
Regulatory fees   (90,460 )   (47,509 )   (203,694 )   (150,467 )
Stock-based compensation (Note 16)   (419,969 )   (234,773 )   (1,312,991 )   (758,154 )
Total General and Administration Expenses   (2,514,893 )   (1,543,692 )   (6,224,869 )   (4,683,212 )
Exploration and Evaluation Expenses (Note 9)   (3,981,164 )   (6,621,925 )   (11,467,881 )   (17,288,060 )
Operating Loss   (6,496,057 )   (8,165,617 )   (17,692,750 )   (21,971,272 )
                         
Other Income (Expense)                        
                         
Interest income   140,321     230,485     348,938     666,487  
Rent income - sublease (Note 8)   28,443     35,378     104,508     96,965  
Right of first refusal interest   -     -     -     37,158  
Interest expenses - leases   (21,470 )   (30,654 )   (69,388 )   (77,252 )
Interest expenses - equipment financing   (1,166 )   (4,555 )   (5,501 )   (16,427 )
Interest expenses - convertible debt (Note 13)   (276,579 )   (252,290 )   (805,386 )   (716,136 )
Accretion expenses - convertible debt (Note 13)   (207,415 )   (150,865 )   (566,723 )   (424,780 )
Accretion expenses - reclamation (Note 15)   (263,576 )   (268,411 )   (749,318 )   (773,802 )
Other income - purchase option (Note 14)   90,866     -     90,866     -  
Change in fair value of derivatives (Note 13)   37,600     589,071     417,356     1,185,242  
Change in present value of host liability   -     -     -     (98,070 )
Gain on equipment sold   59,005     20     108,832     20  
Foreign exchange income (loss)   149,513     (55,977 )   (212,886 )   71,761  
Total Other Income (Expense)   (264,458 )   92,202     (1,338,702 )   (48,834 )
                         
Net Loss   (6,760,515 )   (8,073,415 )   (19,031,452 )   (22,020,106 )
                         
Other Comprehensive Income (Loss)                        
                         
Items that will not be reclassified to profit or loss in subsequent periods:                        
Foreign exchange translation   (2,634,984 )   3,470,837     3,569,735     (195,512 )
Presentation currency translation difference   2,562,147     (3,678,988 )   (3,606,680 )   387,039  
Other Comprehensive Income (Loss)   (72,837 )   (208,151 )   (36,945 )   191,527  
Comprehensive Loss $ (6,833,352 ) $ (8,281,566 ) $ (19,068,397 ) $ (21,828,579 )
Net Loss Per Share                        
- basic and diluted $ (0.08 ) $ (0.12 ) $ (0.23 ) $ (0.42 )
Weighted Average Number of Shares (000's)                        
- basic and diluted (000's)   88,459     68,778     83,369     52,165  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
(Expressed in US Dollars, except share numbers)

    Share Capital     Reserves                    
                            Accumulated              
                Equity           Other              
    Number of           Incentive           Comprehensive              
    Shares     Amount     Awards     Warrants     Income (Loss)     Deficit     Total  
Balance at December 31, 2022   31,905,476   $ 125,079,150   $ 7,639,768   $ 724,874   $ 7,958,603   $ (120,079,230 ) $ 21,323,165  
Shares issued for cash - financing (Note 16)   20,000,000     25,799,794     -     -     -     -     25,799,794  
Share issued - Millennial acquisition (Note 10)   16,872,050     22,697,554     -     -     -     -     22,697,554  
Share issue cost - cash   -     (1,511,776 )   -     -     -     -     (1,511,776 )
Share-based-payments - equity incentive awards   -     -     758,154     -     -     -     758,154  
Share-based-payments (replacement options -                                          
merger)   -     -     31,888     -     -     -     31,888  
RSU vested - cash redemption   -     -     (1,256 )   -     -     -     (1,256 )
Share-based-payments - warrants (merger)   -     -     -     44,630     -     -     44,630  
Presentation currency translation difference   -     387,039     -     -     -     -     387,038  
Other comprehensive loss   -     -     -     -     (195,512 )   -     (195,512 )
Net loss   -     -     -     -     -     (22,020,106 )   (22,020,106 )
Balance at September 30, 2023   68,777,526   $ 172,451,761   $ 8,428,554   $ 769,504   $ 7,763,091   $ (142,099,336 ) $ 47,313,574  
                                           
Balance at December 31, 2023   68,871,437   $ 176,941,597   $ 8,084,304   $ 769,504   $ 3,820,340   $ (149,095,499 ) $ 40,520,246  
Shares issued for cash - financing (Note 16)   16,611,750     11,097,517     -     -     -     -     11,097,517  
Shares issued - property acquisition (Note 9)   2,959,769     2,100,000     -     -     -     -     2,100,000  
Share issue cost - cash   -     (1,173,303 )   -     -     -     -     (1,173,303 )
Share-based-payments - equity incentive awards   -     -     1,312,991     -     -     -     1,312,991  
RSU vested - share issuance   15,746     28,775     (32,275 )   -     -     -     (3,500 )
RSU vested - cash redemption   -     -     (43,580 )   -     -     -     (43,580 )
Presentation currency translation difference   -     (3,606,680 )   -     -     -     -     (3,606,680 )
Other comprehensive income   -     -     -     -     3,569,735     -     3,569,735  
Net loss   -     -     -     -     -     (19,031,452 )   (19,031,452 )
Balance at September 30, 2024   88,458,702   $ 185,387,906   $ 9,321,440   $ 769,504   $ 7,390,075   $ (168,126,951 ) $ 34,741,974  

_______________________________________________________________________________________________________________________________

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.



Integra Resources Corp.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in US Dollars)

    Nine-Month Periods Ended September 30,  
    2024     2023  
Operations            
Net loss $ (19,031,452 ) $ (22,020,106 )
Adjustments to reconcile net loss to cash flow from operating activities:            
    Depreciation - property, plant and equipment (Note 7)   454,907     440,468  
    Depreciation - right-of-use assets (Note 8)   237,691     348,885  
    Lease interest expenses   69,388     77,252  
    Convertible debt facility - accretion (Note 13)   566,656     424,862  
    Deferred transaction costs - convertible debt (Note 13)   (135,231 )   (225,982 )
    Convertible debt facility - interest (Note 13)   805,424     716,285  
    Change in fair value of derivatives (Note 13)   (422,000 )   (1,185,000 )
    Change in present value of host liability   -     97,732  
    Reclamation accretion expenses (Note 15)   749,318     773,802  
    Reclamation expenditures (Note 15)   (744,345 )   (927,447 )
    Unrealized foreign exchange (income) loss   47,357     2,008  
    Share-based payment (Note 16)   1,312,991     758,154  
Net changes in non-cash working capital items:            
    Receivables, prepaid expenses, and other assets   52,320     213,429  
    Marketable securities (Note 14)   (181,871 )   -  
    Other receivable (Notes 6 and 14)   (181,594 )   -  
    Lease receivables   54,806     21,887  
    Lease liabilities   (26,988 )   (54,684 )
    Other liability (Note 14)   272,599     -  
    Trade and other payables   (696,967 )   (445,119 )
    Due to related parties   (613,053 )   13,743  
Cash flow used in operating activities   (17,410,044 )   (20,969,831 )
Investing            
Additions to property, plant and equipment   (248,354 )   (312,293 )
Proceeds from sale of equipment   108,832     -  
Long-term investments   (28,985 )   139,397  
Property related costs (Notes 9, 10, and 14)   (850,041 )   (3,735,987 )
Sale of NSR royalty (Note 14)   9,750,000     -  
Cash flow provided by (used in) investing activities   8,731,452     (3,908,883 )
Financing            
Issuance of common shares - financing (Note 16)   11,097,517     25,799,794  
Issuance of common shares - cash received from exercise of options and (used) in RSU redemption (Note 16)   (47,080 )   (1,256 )
Share issue costs   (1,095,524 )   (1,576,776 )
Lease principal payments and adjustments (Note 8)   (288,984 )   (284,392 )
Equipment financing principal payments   (117,979 )   (161,277 )
Convertible debt facility - transaction costs   -     (95,555 )
Deferred share issue costs - financing (Note 6)   (468,620 )   -  
Cash flow provided by financing activities   9,079,330     23,680,538  
Effect of exchange rate changes on cash and cash equivalents   (36,945 )   191,527  
Increase (decrease) in cash and cash equivalents   363,793     (1,006,649 )
Cash and cash equivalents at beginning of period   8,815,290     15,919,518  
Cash and cash equivalents at end of period $ 9,179,083   $ 14,912,869  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

1. NATURE OF OPERATIONS 

Integra Resources Corp. ("Integra" or the "Company") was incorporated on April 15, 1997 as Berkana Digital Studios Inc.  On December 4, 1998, the name of the Company was changed to Claim Lake Resource Inc. and on March 31, 2005, the Company changed its name to Fort Chimo Minerals Inc. On January 1, 2009, the Company amalgamated with its wholly-owned subsidiary, Limestone Basin Exploration Ltd.  The amalgamated company continued to operate as Fort Chimo Minerals Inc.  On June 14, 2011, the Company changed its name to Mag Copper Limited and on August 11, 2017, the Company changed its name to Integra Resources Corp.  The Company acquired Millennial Precious Metals Corp ("Millennial" or "MPM") on May 4, 2023 (see Note 10).

The Company announced on November 8, 2024 the close of its acquisition of Florida Canyon Gold Inc ("FCGI") pursuant to a court-approved plan of arrangement (the "FCGI Acquisition" or the "Transaction") (see Note 17).

Integra is a growing precious metals producer in the Great Basin of the Western United States. Integra is focused on demonstrating profitability and operational excellence at its principal operating asset, the Florida Canyon Mine, located in Nevada. In addition, Integra is committed to advancing its flagship development-stage heap leach projects: the past producing DeLamar Project located in southwestern Idaho, and the Nevada North Project located in western Nevada. Integra creates sustainable value for shareholders, stakeholders, and local communities through successful mining operations, efficient project development, disciplined capital allocation, and strategic M&A, while upholding the highest industry standards for environment, social, and governance practices.

The Company's head office is located at 1050 - 400 Burrard Street, Vancouver, BC V6C 3A6 and its registered office is located at 2200 HSBC Building, 885 West Georgia Street Vancouver, BC V6C 3E8.

The Company trades on the TSX Venture under the trading symbol "ITR". The common shares of the Company began trading on the NYSE American under the ticker "ITRG" on July 31, 2020.

The Company's warrants trade on the TSX Venture under the symbol ITR.WT.

On May 26, 2023, the Company consolidated its common shares on the basis of one (1) new post-consolidation common share for every two and a half (2.5) existing pre-consolidation common share (the "Consolidation"). Proportionate adjustments have been made to the Company's outstanding stock options, restricted share units, deferred share units, and warrants. As required by IFRS (as defined below), all references to share capital, common shares outstanding and per share amounts in these unaudited interim condensed consolidated financial statements and the accompanying notes have been restated retrospectively to reflect the Consolidation.

2. BASIS OF PREPARATION

2.1 Statement of Compliance

These unaudited interim condensed consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee.

These unaudited interim condensed consolidated financial statements were authorized by the Board of Directors of the Company on November 13, 2024. 


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

2. BASIS OF PREPARATION (continued)

2.2 Material Accounting Policies

These unaudited interim condensed consolidated financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company's December 31, 2023 audited consolidated annual financial statements, except for the new pronouncements and accounting policy change, adopted in the current nine-month period ended September 30, 2024 (see 2.3 New Accounting Pronouncements and Accounting Policy Change section). 

Basis of Consolidation

These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Integra Resources Holdings Canada Inc., Integra Resources Holdings U.S. Inc., DeLamar Mining Company, Millennial Precious Metals Corp., Millennial Silver Corp., Millennial Silver Nevada Inc., Millennial NV LLC, Millennial Red Canyon LLC, Millennial Development LLC, and Millennial Arizona LLC.  All intercompany balances and transactions are eliminated upon consolidation. 

Foreign Currency Translation 

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity controlled by the Company. The functional currency of the Canadian parent company and all its Canadian subsidiaries is the Canadian dollar ("CAD").  The functional currency of all Company's US subsidiaries is the US dollar ("USD"). 

The Company has changed its presentation currency as of December 31, 2021 from the Canadian dollar to the US dollar, to better reflect the Company's business activities and most of the Company's assets and liabilities are held in its US subsidiaries hence denominated in US dollars. No changes were made to the Company's functional currencies, per the management's assessment based on the IAS 21 recommendations, which has been performed on a quarterly basis.

Foreign currency transactions are recorded initially at the exchange rates prevailing at the transactions' dates. At each subsequent reporting period:

  • Foreign currency monetary items are reported at the closing rate at the date of the statement of financial  position;
  • Non-monetary items carried at historical rates are reported at the closing rate at transactions' dates;
  • Non-monetary items carried at fair value are reported at the rates that existed when the fair values were determined.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in net income (loss), with one exception. Exchange differences arising from the translation of the net investment in foreign entities are recognized in other comprehensive income (loss). When a foreign operation is sold, such exchange differences are recognized in net income (loss) as part of the gain or loss on sale. 


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

2. BASIS OF PREPARATION (continued)

2.2 Material Accounting Policies (continued)

Foreign Currency Translation (continued) 

The operating results and statements of financial position of the parent company and its Canadian subsidiary which have the Canadian dollar as a functional currency have been translated into US dollars as follows:

i) Assets and liabilities are translated at the closing rate at the date of the consolidated statement of financial position; Share capital amounts are translated at the same rate, except for common shares issuance in USD dollars and resulting differences are reported in the "presentation currency translation difference" line in the consolidated statements of changes in equity;

ii) Revenue and expenses are translated at the average exchange rates, unless there is significant fluctuation in the exchange rates. In that case revenue and expenses are translated at the exchange rate at the date of transaction, except depreciation, depletion, and amortization, which are translated at the exchange rates applicable to the related assets; Reserve items are also translated at the average exchange rates.

iii) All resulting translation differences are recognized in other comprehensive income (loss).

When a foreign operation is disposed of, the cumulative amount of the exchange differences recognized in other comprehensive income (loss) and accumulated in the separate component of equity relating to that foreign operation shall be recognized in profit or loss when the gain or loss on disposal is recognized. 

2.3 New Accounting Pronouncements and Accounting Policy Change

Certain pronouncements were issued by IASB that are mandatory for accounting periods on or after January 1, 2024. Integra adopted the following amendments in Q1 2024:

IFRS 7 Financial Instruments: Disclosures and IAS 7 Statement of Cash Flows (Amendments)

In May 2023, IASB issued disclosure-only amendments to IFRS 7 Financial Instruments and IAS 7 Statement of Cash Flows, which were incorporated into Part I of the CPA Canada Handbook - Accounting in August 2023.

The amendments require entities to disclose sufficient information necessary for users of financial statements to understand the effect of supplier finance arrangements on an entity's liabilities and cash flows, as well as on its liquidity risk and risk management.

The amendments are effective for annual periods beginning on or after January 1, 2024. Even though Integra has some supplier finance arrangements that are subject to this new guidance ("equipment financing"), these new disclosure requirements have no impact on Integra's financial statements, as those arrangements are not material.

IFRS 16 Leases (Amendments)

In September 2022, IASB issued amendments to IFRS 16 Leases to add subsequent measurement requirement for sale and leaseback transactions that satisfy the requirements in IFRS 15 Revenue from Contracts with Customers to be accounted for as a sale. The Amendments were incorporated into Part I of the CPA Canada Handbook - Accounting in December 2022.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

2. BASIS OF PREPARATION (continued)

2.3 New Accounting Pronouncements and Accounting Policy Change (continued)

IFRS 16 Leases (Amendments) (continued)

The amendments require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of gain or loss that relates to the right of use it retains. The IASB has not prescribed a particular method for measuring the lease liability. A seller-lessee must apply the amendments retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

The amendments are effective for annual periods beginning on or after January 1, 2024 and have no impact on Integra's financial statements.

IAS 1 Presentation of Financial Statements (Amendments)

In October 2022, IASB issued amendments to IAS 1 which were incorporated into Part I of the CPA Canada Handbook - Accounting in December 2022.

The amendments require an entity to disclose, in specific circumstances, information in the notes that enables financial statement user to understand the risk that non-current liabilities with covenants could become repayable within 12 months after the reporting period. As part of the amendments, a provision was added to clarify that only covenants that an entity must comply with on or before the reporting date would affect a liability's classification as current or non-current, even if compliance with the covenant is only assessed after the entity's reporting date. Covenants which an entity must comply with after the reporting date would not affect classification of a liability as current or non-current at the reporting date. An entity that applies these amendments early is also required to apply the January 2020 amendments at the same time, and vice versa.

The amendments are effective for annual periods beginning on or after January 1, 2024. These amendments have no impact on Integra’s financial statements as Integra has already classified the convertible loans as current liabilities because the Company does not have the right to defer settlement of the liability for at least twelve months after the reporting period, even though the Company complies with all the loan covenants at the end of the reporting period.

Share Capital Accounting Policy Change

The Company changed its share capital accounting policy in Q1 2024.

According to the previous share capital accounting policy, in the event that the Company issued units (common shares and warrants) as part of financing, the fair value of the warrants was determined using the Black-Scholes pricing model, and the remaining value was assigned to the common shares.

The Company decided to change that policy, to simplify the warrants' valuation process. According to the new policy, the Company first allocates proceeds to the issued common shares based on the fair value of the common shares at the time the units are priced. Any residual value is allocated to the issued warrants.

This change has no impact on Integra's prior period financial statements, as the Company has not issued warrants as part of unit financing prior to the March 2024 financing.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

2. BASIS OF PREPARATION (continued)

2.4 Significant Accounting Estimates and Judgments

The preparation of the unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing basis.  Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.

There have been material revisions to the nature and amount of judgments or estimates as reported in the Company's audited consolidated financial statements for the year ended December 31, 2023 in the current period, related to the following: 

Accounting Treatment of the Rich Gulch Acquisition

The assessment of whether acquisitions are considered business combinations or asset acquisitions requires management judgement, the outcome of which may result in different accounting treatments.

The Company completed an analysis to determine whether the set of activities and assets acquired in the Rich Gulch LLC acquisition meet the definition of a business under IFRS 3.  The Company concluded that the acquisition of the Rich Gulch LLC does not meet the definition of a business and therefore is accounted for as an asset acquisition (see Note 9).

Accounting Treatment of the Wheaton Precious Metals ("Wheaton") Net Smelter Return Royalty ("NSR Royalty")

Integra Resources Corp. sold an NSR Royalty to Wheaton in March 2024. The accounting treatment requires significant judgment and the Company considered available IFRS guidance and existing practice within the mining industry.  Management concluded that this sale should be treated as a partial disposal of an existing asset in its nature (see Note 14).

Accounting Treatment of the FCGI Acquisition

The Company completed an analysis to determine whether the set of activities and assets acquired in the FCGI acquisition meet the definition of a business under IFRS 3.  The Company determined that this acquisition is a business combination for accounting purposes under IFRS 3, Business Combinations. A business combination requires that the assets and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs, and management considers this acquisition to qualify as such.

The purchase price allocation resulting from a business combination requires management to estimate the fair value of identifiable assets acquired including intangible assets and liabilities assumed. The determination of fair value involves making estimates relating to acquired assets and liabilities, property and equipment, mine restoration provisions, and mineral property interests and will be determined based on third party appraisals, discounted cash flow models, quoted market prices, and other research data at the date of acquisition, as deemed appropriate.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

2. BASIS OF PREPARATION (continued)

2.4 Significant Accounting Estimates and Judgments (continued)

Accounting Treatment of the FCGI Acquisition (continued)

Business combination costs, including advisory, legal, regulatory, due diligence, and other professional fees were expensed in the statements of operations for the three and nine-month periods ended September 30, 2024.

3. CAPITAL MANAGEMENT

The Company's capital management goals are to: ensure there are adequate capital resources to safeguard the Company's ability to continue as a going concern; maintain sufficient funding to support the acquisition, exploration, and development of mineral properties and exploration and evaluation activities; maintain investors' and market confidence; and provide returns and benefits to shareholders and other stakeholders.

The Company classified the convertible debt liability as a current liability, in accordance with the IAS 1 Amendments even though the maturity of the loan is in 2025. This classification meaningfully impacts the Company's working capital. Subsequent to the quarter, the maturity was extended to 2027 (see Note 17).

The Company's working capital deficit, including the convertible debt liability as of September 30, 2024 was $5,515,604 (December 31, 2023 - working capital deficit $6,803,922). The Company's working capital, excluding the convertible debt liability as of September 30, 2024 was $6,078,208 (December 31, 2023 - working capital $3,839,810). A financing announced on July 29, 2024 closed subsequently to this quarter, and approximately C$20mm (US$15mm) in gross proceeds meaningfully increased the Company's working capital (see Note 17).

The Company's capital structure is adjusted based on the funds available to the Company such that it may continue exploration and development of its properties for the mining of minerals that are economically recoverable.  The Board of Directors does not establish quantitative return on capital criteria, but rather relies on the expertise of management and other professionals to sustain future development of the business.

The Company's properties are in the exploration and development stage and, as a result, the Company currently has no source of operating cash flow. The Company intends to raise such funds as and when required to complete its projects.

There is no assurance that the Company will be able to raise additional funds on reasonable terms.  The only sources of future funds presently available to the Company are through the exercise of options, convertible debt facility, the sale of equity capital of the Company, the sale of a metal stream, the sale of a royalty or the sale by the Company of an interest in any of its properties in whole or in part.  The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company.  There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Company.

The Company secured additional funds in the current period by selling a royalty on the DeLamar Project and by completing a bought deal public equity offering.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

3. CAPITAL MANAGEMENT (continued)

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the nine-month period ended September 30, 2024.

The Company closed its acquisition of FCGI on November 8, 2024 and as a result, now owns a producing mine (see Note 17). As a results, the Company's capital management approach will change in Q4 2024.

4. FINANCIAL INSTRUMENTS

All financial instruments are measured and reported according to the Company's accounting policy.

Fair Value

IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - Inputs that are not based on observable market data.

The Company's financial instruments are accounted for as follows under IFRS 9:

FINANCIAL ASSETS:

CLASSIFICATION

Cash and cash equivalents

FVTPL

Marketable securities

FVOCI

Receivables (excluding tax receivables)

Amortized cost, less any impairment

Restricted cash, long-term

Amortized cost, less any impairment

Share subscription receipts - funds held in trust

Amortized cost, less any impairment


FINANCIAL LIABILITIES:

CLASSIFICATION

Trade and other payables

Amortized cost

Due to related parties

Amortized cost

Lease liability

Amortized cost

Convertible debt facility - liability component

Amortized cost

Convertible debt facility - derivative component

FVTPL

Equipment financing liability

Amortized cost

Share subscription receipts

Amortized cost

The following table summarizes the Company's financial instruments classified as FVTPL as at September 30, 2024 and December 31, 2023:

  Level   September 30, 2024     December 31, 2023  
FINANCIAL ASSETS:              
Cash and cash equivalents 1 $ 9,179,083   $ 8,815,290  

  Level   September 30, 2024     December 31, 2023  
FINANCIAL LIABILITIES:              
Convertible debt facility - derivative component 3 $ 194,000   $ 616,000  


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

4. FINANCIAL INSTRUMENTS (continued)

For restricted cash, lease liabilities, equipment financing liability and non-derivative host liability of convertible debt, the carrying values approximate their fair values at the period end because the interest rates used to discount host contracts approximate market interest rates. The carrying values of other financial assets, trade and other payables and due to related parties approximate their fair values due to the short-term nature of these items.

A summary of the Company's risk exposures as it relates to financial instruments are reflected below:

i) Credit Risk

Credit risk is the risk of loss associated with a counter-party's inability to fulfill its payment obligations.  The credit risk is attributable to various financial instruments, as noted below.  The credit risk is limited to the carrying value amount carried on the consolidated statements of financial position.

a. Cash and cash equivalents - Cash and cash equivalents are held with major Canadian and U.S. banks and other financial institutions, and therefore the risk of loss is minimal.

b. Share subscription receipts - funds held in trust - these funds are held in trust on behalf of the Company and were released upon the completion of the FCGI Acquisition (see Note 17).

ii) Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they become due. The Company intends on securing further financing to ensure that the obligations are properly discharged. 

iii) Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity prices and/or stock market movements (price risk).

a. Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Company has interest-bearing assets, where the risk is limited to potential decreases in the interest rate offered on cash and cash equivalents held with a chartered Canadian and US financial institutions. The Company's significant financial instruments valued using fluctuating risk-free interest rates is the derivative component of the convertible debt facility. The Company's operating cash flows are mostly independent of changes in market interest rates, which is impacted by economic uncertainties and current high inflationary environment. Management considers this risk immaterial. 

b. Share Price Risk

  At each reporting period, the convertible debt derivative liability is fair valued using the Finite Difference Method. The Company's share price is a key assumption used in this valuation, hence share price fluctuations can meaningfully impact the value of the derivative liability.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

4. FINANCIAL INSTRUMENTS (continued)

c. Foreign Exchange Risk

The Company's expenditures incurred in the US dollars and its convertible debt facility (denominated in the US dollars) are exposed to currency fluctuations. To manage this risk and mitigate its exposure to exchange rates fluctuation, the Company holds a portion of its cash and short-term investments in USD (see Note 5). No formal hedging arrangements are in place.

The Company closed its acquisition of FCGI on November 8, 2024 and as a result, now owns a producing mine (see Note 17). As a results, the Company's will face new risks in Q4, 2024, including commodity prices fluctuation risk.

During the nine-month period ended September 30, 2024, the Company recognized a net foreign exchange loss of $212,886. Based on the Company's net foreign currency exposure at September 30, 2024, depreciation or appreciation of US dollar against the Canadian dollar would have resulted in the following increase or decrease in the Company's net loss:

At September 30, 2024

Possible exposure*

Impact on net loss

US dollar

+/-5%

$ 601,233 / $(601,233)

*Possible exposure is based on management's best estimate of the reasonably possible fluctuations of foreign exchange rates in the next twelve months.

5. CASH AND CASH EQUIVALENTS

    The balance at September 30, 2024 consists of $7,561,280 in cash and $1,617,803 held in short-term investments (December 31, 2023 - $2,755,497 in cash and $6,059,793 in short-term investments) on deposit with major Canadian and US banks and other financial institutions.  Short-term investments are redeemable on a monthly basis, with the annual interest rates ranging between 4.40% and 5.15%. As of September 30, 2024, the Company held approximately 69% (December 31, 2023 - 25%) of its cash and short-term investments in US dollars.

6. RECEIVABLES, PREPAID EXPENSES, AND OTHER CURRENT ASSETS

Receivables and Prepaid Expenses

Receivables and Prepaid Expenses, as at   September 30, 2024     December 31, 2023  
Receivables $ 124,358   $ 153,512  
Other receivable - Marketable Securities (Note 14)   181,594     -  
Prepaid expenses   874,698     898,655  
Total Receivables and Prepaid Expenses $ 1,180,650   $ 1,052,167  

Other receivable of $181,594 (C$250,000) relates to the second tranche of the marketable securities to be issued to the Company by GreenLight and is expected to be received before December 31, 2024 (see Note 14).

At September 30, 2024 and December 31, 2023, the Company anticipates full recovery or full utilization of its receivables, prepaid expenses, and lease receivable and therefore no impairment has been recorded against these amounts. The Company holds no collateral for any receivable amounts outstanding as at September 30, 2024 and December 31, 2023.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

6. RECEIVABLES, PREPAID EXPENSES, AND OTHER CURRENT ASSETS (continued)

Other Current Assets

Share Subscription Receipts - Funds Held in Trust and Deferred Share Issue Costs - Financing

Other Current Assets, as At   September 30, 2024     December 31, 2023  
Share subscription receipts - funds held in trust $ 14,901,104   $ -  
Deferred share issue costs   468,620     -  

The Company announced on July 29, 2024 the FCGI Acquisition, which closed on November 8, 2024. 

Concurrently with the FCGI Acquisition,  Integra entered into an agreement with Stifel and Eight Capital, as co-lead underwriters and joint bookrunners (collectively, the "Co-Lead Underwriters"), on behalf of a syndicate of underwriters (the "Underwriters"), in connection with a bought deal private placement offering of 14,900,000 subscription receipts of Integra (the "Subscription Receipts") at a price of C$1.35 ($0.99) per Subscription Receipt (the "Issue Price") for gross proceeds to Integra of approximately C$20.1 ($14.9) million (the "Offering").

Each Subscription Receipt represents the right of a holder to receive, upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the FCGI Acquisition other than the issuance of the consideration shares to shareholders of FCGI) (the "Escrow Release Conditions"), without payment of additional consideration, one common share in the capital of Integra (the "Integra Shares"), subject to adjustments and in accordance with the terms and conditions of a subscription receipt agreement(the "Subscription Receipt Agreement").

The gross proceeds from the sale of the Subscription Receipts has been deposited and held in escrow pending the satisfaction or waiver of the Escrow Release Conditions by TSX Trust Company, as subscription receipt and escrow agent under the Subscription Receipt Agreement.

Share subscription receipts in the amount of $14,901,104 is included in the unaudited interim condensed consolidated statements of financial position, under the current assets ("share subscription receipts - funds held in trust") and under the current liabilities ("share subscription receipts").

The Company incurred $468,620 in share issue costs, related to the financing, included in the unaudited interim condensed consolidated statements of financial position, under "deferred share issue costs". That amount will be reclassified to the equity upon the Transaction close.

The FCGI Acquisition closed on November 8th, and as result, the Subscription Receipts were exchanged for Integra Shares, and the proceeds released from escrow (Note 17).


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

7. PROPERTY, PLANT AND EQUIPMENT

     
Computers
and
software
     
Office furniture
and equipment
     
 
Vehicles
    Buildings, well,
road, and
buildings
improvements
     
 
Equipment
     
 
Total
 
Cost                                    
Balance at December 31, 2022   239,863     42,505     295,685     1,458,936     1,683,143     3,720,132  
Additions   34,083     -     110,090     33,524     121,561     299,258  
Additions - merger (Note 10)   -     11,252     119,513     58,947     74,663     264,375  
Translation difference   1,575     890     -     3,930     -     6,395  
Balance at December 31, 2023   275,521     54,647     525,288     1,555,337     1,879,367     4,290,160  
Additions   -     -     105,154     15,689     130,011     250,854  
Disposals   -     -     (85,590 )   (151,154 )   (147,862 )   (384,606 )
Translation difference   (1,357 )   (766 )   -     (1,094 )   -     (3,217 )
Balance at September 30, 2024 $ 274,164   $ 53,881   $ 544,852   $ 1,418,778   $ 1,861,516   $ 4,153,191  
                                     
Accumulated Depreciation                                    
Balance at December 31, 2022   (210,202 )   (37,804 )   (138,687 )   (263,943 )   (853,009 )   (1,503,645 )
Depreciation   (27,654 )   (3,855 )   (104,711 )   (131,660 )   (317,286 )   (585,166 )
Translation difference   (1,398 )   (792 )   -     (232 )   -     (2,422 )
Balance at December 31, 2023   (239,254 )   (42,451 )   (243,398 )   (395,835 )   (1,170,295 )   (2,091,233 )
Depreciation   (14,841 )   (2,318 )   (101,972 )   (96,706 )   (233,545 )   (449,382 )
Disposals   -     -     42,849     38,938     129,308     211,095  
Translation difference   1,302     718     -     241     -     2,261  
Balance at September 30, 2024 $ (252,793 ) $ (44,051 ) $ (302,521 ) $ (453,362 ) $ (1,274,532 ) $ (2,327,259 )

                                   
Carrying amounts                                    

                                   
December 31, 2022 $ 29,661   $ 4,701   $ 156,998   $ 1,194,993   $ 830,134   $ 2,216,487  
December 31, 2023 $ 36,267   $ 12,196   $ 281,890   $ 1,159,502   $ 709,072   $ 2,198,927  
September 30, 2024 $ 21,371   $ 9,830   $ 242,331   $ 965,416   $ 586,984   $ 1,825,932  

8. LEASES - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Right-of-Use Assets ("ROU")

Integra amended its head office lease agreement on December 15, 2023, reducing the lease space and extending the lease term to February 28, 2029. This amendment has been accounted for as a lease modification under IFRS 16. Lease liability was remeasured at the modification date, to reflect revised discounted payments, and corresponding adjustments were made to the carrying amount of the ROU asset.

DeLamar renewed its Boise office lease agreement on March 1, 2024, extending the lease term from July 31, 2024 to July 30, 2025. This exercise of renewal option from the original agreement has been accounted for as change of estimate of lease liabilities under IFRS 16.

A summary of the changes in ROU assets for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is as follows:


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

8. LEASES - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

 
Right-of-Use Assets


Vancouver

Head Office

     
Vehicles
     
DeLamar Boise
Office and JV
Mining Camp

 
     
Nevada
Warehouses
and Rental
Property
     
                          Total
 
Balance, December 31, 2022   592,097     111,548     120,378     -     824,023  
Additions (change of estimate and lease modification)   (24,148 )   52,928     24,850     -     53,630  
Additions - merger (Note 10)   -     -     -     377,071     377,071  
Depreciation   (119,279 )   (110,937 )   (102,598 )   (111,383 )   (444,197 )
Translation differences   14,237     -     -     -     14,237  
Balance, December 31, 2023   462,907     53,539     42,630     265,688     824,764  
Additions (change of estimate)   -     -     81,754           81,754  
Depreciation   (65,837 )   (31,486 )   (61,964 )   (77,721 )   (237,008 )
Translation differences   (9,362 )   -     -     -     (9,362 )
Balance, September 30, 2024 $ 387,708   $ 22,053   $ 62,420   $ 187,967   $ 660,148  

Lease Liabilities

A summary of the changes in lease liabilities for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is as follows:

 
 
Lease Liabilities
   
 
Vancouver
Head Office
     
         
    Vehicles
     
 
DeLamar
Boise Office
and JV Mining
Camp
     
Nevada
Warehouses
and Rental
Property
     
Total
 
Balance, December 31, 2022   608,924     109,445     135,952     -     854,321  
Additions (change of estimate and   (42,948 )   52,928     103,529     -     113,509  
lease modification)                              
Additions (merger) (Note 10)   -     -     -     542,293     542,293  
Payments - principal portion   (57,996 )   (106,252 )   (194,730 )   (87,823 )   (446,801 )
Adjustments   -     678     -     1,725     2,403  
Translation differences   14,641     -     -     -     14,641  
Balance, December 31, 2023   522,621     56,799     44,751     456,195     1,080,366  
Additions (change of estimate)   -     -     106,114     -     106,114  
Payments - principal portion   (55,561 )   (31,164 )   (60,257 )   (120,036 )   (267,018 )
Adjustments   -     (1,163 )   (25,891 )   5,087     (21,967 )
Translation differences   (10,570 )   -     -     -     (10,570 )
Balance, September 30, 2024 $ 456,490   $ 24,472   $ 64,717   $ 341,246   $ 886,925  

The applied interest rates in these leases ranged between 6.34% and 10.00%. Lease liability calculations were based on the assumption that no purchase option will be exercised at the end of the lease terms.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

8. LEASES - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

Carrying lease liabilities amounts are as follows:

 
 
   
Current lease
liability
     
Long-term lease
liability
     
Total lease liabilities

 
Balance, December 31, 2023   361,877     718,489     1,080,366  
Balance, September 30, 2024 $ 367,744   $ 519,181   $ 886,925  

The Company subleases on a short-term basis a portion of its Vancouver head office to four companies for a rent income of $104,508, in the nine-month period ended September 30, 2024 (September 30, 2023 - $96,965).  The total rent income is recognized in the consolidated statement of operations and comprehensive loss, under "Rent income - sublease".

9. EXPLORATION AND EVALUATION ASSETS

DeLamar Project   

The DeLamar Project comprises of the DeLamar and Florida Mountain deposits.

DeLamar Deposit

On November 3, 2017, the Company acquired 100% of interest in Kinross DeLamar Mining Company, a wholly-owned subsidiary of Kinross Gold Corporation ("Kinross"), which owned the DeLamar Deposit for $5.9 million ("mm") in cash and the issuance of 2,218,395 common shares of the Company that is equal to 9.9% of all of the issued and outstanding shares of the Company upon closing of the October 2017 $21.3mm financing. The 2,218,395 common shares issued were valued at $3.7mm on the closing date. The Company paid $2.4mm cash at closing of the acquisition transaction and issued a $3.5mm promissory note, which was originally due in May 2019.  In February 2019, the maturity date of the promissory note was extended to November 3, 2019, and the promissory note was paid in full on October 31, 2019.  As a result, Kinross USA Inc. has released its security on 25% of the shares of DeLamar Mining Company. 

The DeLamar Deposit is subject to multiple royalties (see Note 14 for details).

Florida Mountain Deposit

Integra executed in December 2017 Purchase and Sale Agreements with two private entities (Empire and Banner) to acquire patented claims in the past-producing Florida Mountain Gold and Silver Deposit ("Florida Mountain") for a total consideration of $2.0mm in cash. The Company completed the purchase of the Florida Mountain Empire claims in January 2018 and paid $1.6mm at closing. The Company completed the acquisition of the Florida Mountain Banner claims in the second quarter of 2018 and paid $0.4mm at closing.

On March 8, 2024, Integra completed the acquisition of Rich Gulch, LLC, acquiring seventeen patented claims located adjacent to the Florida Mountain Deposit. The Company acquired all of the interest in Rich Gulch LLC in exchange for $2.1 million, which was satisfied through the issuance of 2,959,769 common shares in the capital of Integra. Subsequent to the acquisition, Rich Gulch LLC was liquidated, and the land titles were transferred to DeLamar Mining Company. This transaction was accounted for as an asset acquisition, as per management's assessment under IFRS 3.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

9. EXPLORATION AND EVALUATION ASSETS (continued)

Nevada North Project (Wildcat, Mountain View), Marr, Ocelot, Eden and Dune Properties

On December 11, 2020, Millennial (which was acquired by Integra on May 4, 2023) entered into a definitive agreement with a subsidiary of Waterton Global Resource Management ("Waterton") pursuant to which Millennial acquired Waterton's interest in Nevada North Project (Wildcat and Mountain View deposits), Marr, Ocelot, Eden and Dune properties located in Nevada ("the Nevada Properties"). The agreement was subsequently amended on May 25, 2022.

The Nevada Properties are subject to multiple royalties (see Note 14 for details). Franco-Nevada Corporation ("Franco-Nevada") acquired the Waterton royalties in June 2023.

The Company paid the final land purchase payment of $2.5 million in June 2023.

Red Canyon Property

On October 30, 2020, Millennial Red Canyon LLC ("Millennial Red Canyon"), a wholly owned subsidiary of Integra, entered into an agreement, pursuant to which Red Canyon Corporation will lease to Millennial Red Canyon, and grant Millennial Red Canyon the sole and exclusive right to acquire a 100% undivided legal and beneficial interest in, 254 unpatented lode mining claims located in Eureka County, Nevada. The agreement was subsequently amended on January 4, 2024, and 94 new claims were added to the agreement for a new total of 348 claims.

.

Under the terms of the agreement, Millennial Red Canyon will have an option to acquire a 100% undivided interest in the Red Canyon Property by completing the following:

 Total advance cash payments of $475,000 ("Red Canyon Advance Payments") to Red Canyon Corporation payable as follows:

o $25,000 due on signing of the agreement - October 30, 2020 (paid);

o $25,000 due on or prior to 6 months from October 30, 2020 (paid);

o $50,000 due on or prior to the first anniversary (paid);

o $75,000 due on or prior to the second anniversary (paid);

o $100,000 due on or prior to the third anniversary (paid);

o $100,000 due in 2024 within 30 days after an equity financing; (paid) and

o $100,000 due in 2025 within 30 days after an equity financing.

 Reimburse $44,970 due for federal annual mining claim maintenance (paid);

 On or before the 6th anniversary, Millennial Red Canyon shall pay Red Canyon Corporation $2,000,000 less aggregate amount of the 2020 to 2024 Red Canyon Advance Payments paid by Millennial Red Canyon.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

9. EXPLORATION AND EVALUATION ASSETS (continued)

Red Canyon Property (continued)

 Issuing common shares to Red Canyon Corporation as follows:

o On or prior to the completion of Millennial's going public transaction by way of reverse take-over ("RTO"), issuing an amount of common shares to ensure Red Canyon owns 2% of the outstanding common shares immediately following completion of the RTO (issued);

o 1,000,000 common shares on or prior to the first anniversary (issued);

o 1,000,000 common shares on or prior to the second anniversary (issued); and

o 1,000,000 common shares on or prior to the third anniversary (issued).

 Millennial Red Canyon to spend an aggregate $1,500,000 in exploration expenditures as follows:

o $500,000 on or prior to the second anniversary (incurred);

o $500,000 on or prior to the third anniversary (incurred); and

o $500,000 on or prior to the fourth anniversary (incurred). 

Please refer to Note 14 for details on royalty commitments.

Cerro Colorado District

On July 26, 2021 (the "Effective Date") Millennial Arizona LLC ("Millennial Arizona"), a wholly-owned subsidiary of Integra, entered into an agreement with Tri Minerals Holdings Corp. ("Tri Minerals"), to grant Millennial Arizona the sole and exclusive right to acquire from Tri Minerals a 100% undivided legal and beneficial interest in and to the Silver Hill, Mina del Tajo-west, La Colorada, Nuevo Colorado, Waterman, and Cyanide projects situated in the Cerro Colorado Mining District in Pima County, Arizona (together the "Arizona Properties").  The agreement was subsequently amended on February 20, 2024.

Pursuant to the terms of the agreement, Tri Minerals will lease the Arizona Properties to Millennial Arizona (the "Arizona Lease") through December 31, 2026 and grant Millennial Arizona the sole and exclusive right to acquire a 100% undivided legal and beneficial interest in and to the Arizona Properties (the "Arizona Option"), subject to the following advance payments (the "Arizona Advance Payments"):

o $25,000 on the date that the letter of intent was executed by the parties (the "Initial Payment"). (paid);

o $25,000 on or prior to the earlier of (i) the date that initial operations permits are received in respect of any of the Arizona Properties and (ii) the date that is six months after the Effective Date (the "Subsequent Payment") (paid);

o $50,000 on or prior to the 1st anniversary of the Effective Date (the "First Anniversary Payment') (paid);

o $200,000 on or before the 2nd anniversary of the Effective Date (the "Second Anniversary Payment') (paid);

o $25,000 on or prior to February 29, 2024 (first instalment of the lease extension payment) (paid);


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

9. EXPLORATION AND EVALUATION ASSETS (continued)

Cerro Colorado District (continued)

o $75,000 on or prior to July 26, 2024 (second instalment of the lease extension payment) (paid); and,

o $100,000 on or prior to July 26, 2025 (third instalment of the lease extension payment).

Option Exercise Payment: On or before the termination of the Lease, but no later than December 31, 2026, Millennial Arizona may exercise the Arizona Option and, in such event, shall pay Tri Minerals $2,500,000, less the aggregate amount of the Arizona Advance Payments paid by Millennial Arizona to Tri Minerals.

Work Commitment: During the term and provided all necessary State of Arizona (ASLD), BLM approvals, as appropriate, for exploration activities (including drilling) on the Arizona Properties have been obtained, Millennial Arizona shall conduct exploration activities in accordance with all permit requirements and shall incur exploration expenditures on the Arizona Properties as follows:

o A minimum of $1,500,000 in exploration expenditures on or prior to the fifth anniversary of the Effective Date ($633,247 has been incurred to date and $866,753 remains outstanding).

The Company announced on June 12, 2024 that Millennial Silver Nevada entered into an option agreement (the "GreenLight Option Agreement") dated June 11, 2024 with GreenLight Metals USA Corporation, a wholly-owned subsidiary of Green Light Metals Inc. ("GreenLight"), regarding the Cerro Colorado Property.  Pursuant to the terms of the GreenLight Option Agreement, Millennial Silver Nevada granted GreenLight an exclusive option to purchase its interests in Millennial Arizona for a period of 12 months.

Please refer to Note 14 for details on royalty commitments and option to purchase.

War Eagle Gold-Silver Deposit

In December 2018, the Company has entered into an option agreement with Nevada Select Royalty Inc. ("Nevada Select"), now a wholly owned subsidiary of Gold Royalty Corp. to acquire Nevada Select's interest in a State of Idaho Mineral Lease (the "State Lease") encompassing the War Eagle gold-silver Deposit ("War Eagle") situated in the DeLamar District, southwestern Idaho. Under the option agreement, Integra paid Nevada Select $200,000 over a period of four years in annual payments.

Upon exercise of the option (exercised in December 2022), Nevada Select transferred its right, title and interest in the State Lease, subject to a 1.0% net smelter royalty on future production from the deposit payable to Gold Royalty Corp.

Integra made the final option payment of $70,000 in December 2022. The State Lease is subject to an underlying 5.0% net smelter royalty payable to the State of Idaho. In the War Eagle Mountain District, Integra had previously acquired the Carton Claim group comprising of six patented mining claims covering 45 acres and located 750m north of the State Lease.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

9. EXPLORATION AND EVALUATION ASSETS (continued)

BlackSheep District

The Company staked a number of the BlackSheep claims in 2018. The staking was completed in early 2019. Certain claims are IDL leases.

Exploration and Evaluation Assets Summary:

    Idaho Properties     Nevada & Arizona
Properties
    Total  
Balance at December 31, 2022 $ 40,801,924   $ -   $ 40,801,924  
Land acquisitions/option payments (cash)   39,000     2,800,000     2,839,000  
Millennial acquisition (Note 10)   -     24,523,830     24,523,830  
Legal fees   93,882     12,014     105,896  
Reclamation adjustment*   16,486     -     16,486  
Depreciation**   (7,403 )   -     (7,403 )
Total    40,943,889     27,335,844     68,279,733  
Advance minimum royalty (Note 14)   97,450     25,000     122,450  
Balance at December 31, 2023   41,041,339     27,360,844     68,402,183  
Land acquisitions/option payments   15,000     200,000     215,000  
Rich Gulch acquisition    2,100,000     -     2,100,000  
Sale of NSR Royalty (Note 14)   (9,750,000 )   -     (9,750,000 )
Millennial acquisition (Note 10)   -     18,821     18,821  
Legal & professional & regulatory fees   406,763     51,820     458,583  
Reclamation adjustment*   (682,837 )   -     (682,837 )
Depreciation**   (5,558 )   -     (5,558 )
Total   33,124,707     27,631,485     60,756,192  
Advance minimum royalty (Note 14)   67,350     25,000     92,350  
Balance at September 30, 2024 $ 33,192,057   $ 27,656,485   $ 60,848,542  

*Reclamation adjustment is the change in present value of the reclamation liability, mainly due to changes to inflation rate and discount rate. Also see Note 15.

**A staff house building with a carrying value of $187,150 has been included in the DeLamar property. This building is being depreciated.

The Company spent $11,467,881 in exploration and evaluation activities during the nine-month period ended September 30, 2024 (September 30, 2023 - $17,288,060).

The following tables outline the Company's exploration and evaluation expense summary for the nine and three-month periods ended September 30, 2024 and 2023:


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

9. EXPLORATION AND EVALUATION ASSETS (continued)

Exploration and Evaluation Expense Summary:

    Idaho Properties     Nevada & Arizona Properties        
Nine-Month Period Ended
September 30, 2024
  DeLamar
Project
    Other
Idaho

Deposits
    Joint
Expenses
    Nevada North
Project
    Other Nevada
& Arizona
     
Total
 
Contract exploration drilling   -     -     -     437,556     -     437,556  
Contract met drilling   -     -     -     296,714     -     296,714  
Exploration drilling - other drilling labour & related costs   59,499     -     -     167,633     -     227,132  
Metallurgical drilling - other drilling labour & related costs   5,737     -     -     126,369     -     132,106  
Other exploration expenses*   274,435     -     -     325,095     54,667     654,197  
Other development expenses**   1,400,553     -     -     240,209     -     1,640,762  
Land***   270,620     22,602     277,678     273,205     339,924     1,184,029  
Permitting   2,262,932     -     -     260,413     -     2,523,345  
Metallurgical test work   446,986     -     -     2,700     -     449,686  
Technical reports and engineering   2,085,478     -     -     12,161     -     2,097,639  
External affairs / Community engagement   426,265     -     -     29,058     -     455,323  
Site support expenses****   1,269,195     -     -     100,197     -     1,369,392  
Total $ 8,501,700   $ 22,602   $ 277,678   $ 2,271,310   $ 394,591   $ 11,467,881  

    Idaho Properties     Nevada & Arizona Properties        
Three-Month Period Ended
September 30, 2024
  DeLamar
Project
    Other
Idaho

Deposits
    Joint
Expenses
    Nevada North
Project
    Other Nevada &
Arizona
    Total  
Contract exploration drilling   -     -     -     117,599     -     117,599  
Contract met drilling   -     -     -     296,714     -     296,714  
Exploration drilling - other drilling
labour & related costs
  29,500     -     -     72,601     -     102,101  
Metallurgical drilling - other drilling labour & related costs   169     -     -     126,369     -     126,538  
Other exploration expenses*   38,982     -     -     101,685     14,660     155,327  
Other development expenses**   470,923     -     -     89,841     -     560,764  
Land***   79,705     -     237,874     43,254     35,608     396,441  
Permitting   922,028     -     -     62,440     -     984,468  
Metallurgical test work   164,049     -     -     (1,100 )   -     162,949  
Technical reports and engineering   471,292     -     -     12,161     -     483,453  
External affairs / Community engagement   186,122     -     -     10,219     -     196,341  
Site support expenses****   372,206     -     -     26,263     -     398,469  
Total $ 2,734,976     -   $ 237,874   $ 958,046   $ 50,268   $ 3,981,164  

        *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

        **Includes development G&A expenses and payroll

        ***Includes BLM, IDL and ASDL annual fees, consulting, property taxes, legal, professional, etc. expenses

        ****Includes site G&A expenses


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

9. EXPLORATION AND EVALUATION ASSETS (continued)

    Idaho Properties     Nevada & Arizona Properties        
Nine-Month Period Ended
September 30, 2023

  DeLamar
Project
    Other
Idaho

Deposits
    Joint
Expenses
    Nevada North
Project
    Other Nevada
& Arizona
   

 
Total

 
Contract exploration drilling   2,056,797     -     -     -     -     2,056,797  
Contract metallurgical drilling   1,113,706     -     -     -     -     1,113,706  
Contract condemnation drilling   425,773     -     -     -     -     425,773  
Contract geotech drilling   312,147     -     -     -     -     312,147  
Exploration drilling - other drilling
labour & related costs
  949,834     -     -     -     -     949,834  
Metallurgical drilling - other drilling   435,114     -     -     -     -     435,114  
labour & related costs                                    
Condemnation drilling - other drilling                                    
labor & related costs   188,013     -     -     -     -     188,013  
Other exploration expenses*   676,085     1,376     -     11,982     54,481     743,924  
Other development expenses**   1,798,741     -     -     87,966     -     1,886,707  
Land***   291,736     22,602     232,978     231,980     249,346     1,028,642  
Permitting   3,858,933     -     -     179,296     -     4,038,229  
Metallurgical test work   100,938     223,312     -     7,224     -     331,474  
Technical reports and engineering   1,371,587     -     -     186,161     -     1,557,748  
External affairs / Community engagement   252,492     -     -     32,003     -     284,495  
Site support expenses****   1,482,942     -     -     452,515     -     1,935,457  
Total $ 15,314,838   $ 247,290   $ 232,978   $ 1,189,127   $ 303,827   $ 17,288,060  

    Idaho Properties     Nevada & Arizona Properties        
Three-Month Period Ended
September 30, 2023
 
  DeLamar
Project
    Other
Idaho

Deposits
    Joint
Expenses
    Nevada North
Project
    Other Nevada
& Arizona
     
Total

 
Contract exploration drilling   158,950     -     -     -     -     158,950  
Contract metallurgical drilling   937,801     -     -     -     -     937,801  
Contract condemnation drilling   242,134     -     -     -     -     242,134  
Contract geotech drilling   80,813     -     -     -     -     80,813  
Exploration drilling - other drilling
labour & related costs
  2,885     -     -     -     -     2,885  
Metallurgical drilling - other drilling labour & related costs   336,237     -     -     -     -     336,237  
Condemnation drilling - other labor & related costs   103,654     -     -     -     -     103,654  
Other exploration expenses*   182,356     -     -     8,955     37,935     229,246  
Other development expenses**   618,045     -     -     43,875     -     661,920  
Land***   88,371     -     212,961     17,092     5,611     324,035  
Permitting   1,646,930     -     -     123,293     -     1,770,223  
Metallurgical test work   16,888     114,326     -     3,770     -     134,984  
Technical reports and engineering   702,979     -     -     86,547     -     789,526  
External affairs / Community engagement   83,744     -     -     19,503     -     103,247  
Site support expenses****   469,232     -     -     277,038     -     746,270  
Total $ 5,671,019   $ 114,326   $ 212,961   $ 580,073   $ 43,546   $ 6,621,925  

        *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants

        **Includes development G&A expenses and payroll

        ***Includes BLM, IDL and ASDL annual fees, consulting, property taxes, legal, etc. expenses

        ****Includes site G&A expenses


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

10. ACQUISITION OF MILLENNIAL PRECIOUS METALS CORP.

On February 26, 2023, the Company entered into a definitive plan of arrangement (the "Plan of Arrangement") with MPM pursuant to which Integra acquires all of the issued and outstanding common shares of MPM. Each MPM shareholder was entitled to receive 0.092 common share (post Consolidation) of Integra for each share of MPM held. Each stock option of MPM was exchanged in accordance with the Plan of Arrangement. The transaction was approved by the securityholders of MPM on April 26, 2023 and closed on May 4, 2023. In connection with the Plan of Arrangement, the Company issued 16,872,050 common shares in exchange of MPM common shares, 764,704 stock options to replace MPM stock options and assumed 21,903,504 MPM warrants (convertible into 2,015,122 Integra shares). Based on the closing share price of Integra on May 4, 2023, the fair value of the consideration, including transaction costs, was $23,996,732.

The transaction is accounted for as an asset acquisition and the allocation of the purchase price to the assets acquired and liabilities assumed is based on estimated fair values at the time of acquisition, following the requirements of IFRS 2.

Subsequent to the acquisition date, the exploration and evaluation assets balance was adjusted for some reversals and invoices related to the merger, received post-closing, and amounted to $24,542,651. 

11. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Related parties include the Board of Directors, Executive Chair, CEO, CFO, and enterprises that are controlled by these individuals.

As September 30, 2024, $545,416 (December 31, 2023 - $1,158,454) was due to related parties for payroll expenses, consulting fees, bonuses accruals, vacation accruals and other expenses.  Receivables from related parties (related to rent and office expenses) as of September 30, 2024 were $25,843 (December 31, 2023 - $20,643) and was recorded in receivables.

Key Management Compensation:

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors, Executive Chair, CEO, and CFO.

Remuneration attributed to executives and directors for the nine-month periods ended September 30, 2024 and 2023 were as follows: 

     
September 30, 2024
     
September 30, 2023
 
Short-term benefits* $ 1,078,211   $ 1,336,775  
Associate companies**   31,318     2,301  
Stock-based compensation   765,345     403,818  
Total $ 1,874,874   $ 1,742,894  

*Short-term employment benefits include salaries, consulting fees, vacation accruals and bonus accruals for key management. It also includes directors' fees for non-executive members of the Company's Board of Directors.

**Mostly consulting services and rent expenses due to and from entities for which Integra's executives or directors are executives or directors.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

11. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (continued)

In the nine-month period ended September 30, 2024, the Company issued 56,662 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors.

In the nine-month period ended September 30, 2023, the Company issued 58,756 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. The share-based payment related to these DSUs is included in the above table under stock-based compensation.

12. TRADE AND OTHER PAYABLES

Trade and other payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and amounts payable for operating and financing activities.  The usual credit period taken for trade purchases is 30 days.

The following is a breakdown of the trade and other payables:

 
As at
  September 30,
2024
    December 31,
2023
 
Total Accounts Payable $ 1,544,512   $ 2,426,556  
Accrued Liabilities   1,085,656     889,090  
Total Trade and Other Payables $ 2,630,168   $ 3,315,646  

13. CONVERTIBLE DEBT FACILITY

On July 28, 2022, the Company executed a credit agreement with Beedie Investment Ltd. (the "Lender"), for the issuance of a non-revolving term convertible debt facility (the "Convertible Facility") in the principal amount up to $20 million. Maturity date of the loan is set as 36 months following the closing date (August 4, 2022), which could be extended for an additional 12 months, if certain conditions are met. On August 4, 2022, an initial advance of $10 million was drawn under this facility, with the Company having the option to draw "subsequent advances" in increments of at least $2.5 million, up to an additional $10 million, subject to certain conditions. The Convertible Facility is secured by the Company's material assets and guaranteed by the Company's subsidiaries at that time. 

In connection with the closing of the Merger with Millennial, the original Convertible Facility was amended on May 4, 2023 to accommodate the assets of Millennial and its subsidiaries, each of which, following the closing of the Merger, are loan parties and provide guarantees and security for the obligations under the loan agreement. The amended agreement modified the conversion price on the initial advance from $2.25 (adjusted for the Consolidation) to $1.73 (adjusted for the Consolidation) and increased the coupon interest rate from 8.75% to 9.25% per annum on the loan outstanding. The interest continues to be accrued for the first twenty-four (24) months from the date of the original Loan Agreement, payable quarterly either in shares or in cash, at Integra's election.

Prior to July 31, 2024, interest will be accrued and shall be compounded quarterly and added to the principal at the end of each quarterly interest period. Commencing with the quarterly interest period ending September 30, 2024, interest shall be paid quarterly either in cash or shares, at the Company's election. The company didn't pay any interest in the current quarter, due to the amendments to the debt facility in connection with the Acquisition closed subsequent to the quarter end (see Note 17).


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

13. CONVERTIBLE DEBT FACILITY (continued)

The Company is required to pay standby fees at a rate of 2% per annum, calculated on the undrawn portion of the Convertible Facility, calculated on a daily basis, compounded quarterly, and payable in arrears on each interest payment date (quarterly) following the effective date commencing September 30, 2022. Those fees are deferred in full (and included in deferred transaction costs).

If for a period of 30 consecutive trading days, the Company's volume weighted average trading price ("VWAP") of the common shares measured on the close of the trading on each such day equals or exceeds a 50% premium above the initial advance conversion price or the subsequent advance conversion price for any subsequent advance, the Company shall, provided no event of default occurred and be continuing, be entitled to have a one-time right to elect to cause the lender to convert up to 50% of the outstanding principal amount.

The Company may, at any time so long as an event of default has not occurred and it is continuing, make a prepayment of the outstanding advances, a make whole fee equal to the interest that would have accrued on such principal amount being prepaid from the date such advance was made up to the earlier of the date that is 30 months following the date of such advance and the maturity date then in effect at the rate of interest applicable thereto less the amount of interest paid to date on such outstanding principal amount being prepaid; if the prepayment of any advance occurs after the date that is 30 months following the date such advance, a prepayment fee equal to 2% of the principal amount of such advance being prepaid; and all of other outstanding obligations if the Convertible Facility is prepaid in full.

At any time prior to repayment of the outstanding principal amount, the lender is entitled to elect to convert all or any portion of the principal amount (together with all outstanding standby fees and interest) into such number of common shares in the capital of the Company at a conversion price of a) for the initial advance $1.73 (adjusted for Consolidation)  b)  for the subsequent advance conversion price (equal to the higher of i) closing price on the trading day immediately prior to the date of the advance or ii) a 20% premium on the 30-day VWAP immediately prior to the date of the advance).

Subsequent to the quarter-end, the Company announced amendments to its Convertible Facility and a subsequent draw of $5.0 million. The amendments and the subsequent draw will be effective upon close of the announced FCGI Acquisition(Note 17).

    The assumptions used in this valuation model and the resulting fair value of the embedded derivatives at September 30, 2024 and December 31, 2023 were as follows:

 

September 30, 2024

December 31, 2023

Maturity date

August 4, 2025

August 4, 2025

Risk-free rate

4.74% - 4.02%

5.24% - 4.33%

Exchange rate (USD$ to CAD$)

1.3499

1.3226

Share price

$0.98

$1.05

Expected volatility

59.5%

61.3%

Dividend yield

%Nil

%Nil

Annual interest rate

9.25%

9.25%

Conversion price (per share)

$1.73425

$1.73425

Conversion price cap

$2.60138

$2.60138

Credit spread

10.26%

10.75%



Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

13. CONVERTIBLE DEBT FACILITY (continued)

A summary of the changes in the convertible facility for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is as follows:

 
 
 
  Convertible facility
- liability
component
    Convertible facility
- derivative
component
    Total
convertible debt
facility
 
Balance, December 31, 2022 $ 8,463,214   $ 1,585,000   $ 10,048,214  
Transaction costs amortization   (95,313 )         (95,313 )
Interest expense accrual   974,534           974,534  
Accretion   587,565           587,565  
Change in PV of host liability*   97,732           97,732  
Change in fair value of derivatives   -     (969,000 )   (969,000 )
Balance, December 31, 2023   10,027,732     616,000     10,643,732  
Interest expense accrual   805,424           805,424  
Accretion   566,656           566,656  
Change in fair value of derivatives   -     (422,000 )   (422,000 )
Balance, September 30, 2024 $ 11,399,812   $ 194,000   $ 11,593,812  

Upon the occurrence of an event of default which is continuing, all obligations shall at the option of the lender be accelerated and become immediately due and payable. As of September 30, 2024 the Company was in compliance with the covenants but still classified the convertible facility as current because the Company does not have the right to defer settlement of the liability for at least twelve months after the reporting period.

14. COMMITMENTS AND CONTRACTUAL OBLIGATIONS

 Net Smelter Return ("NSR")

DeLamar Project: Most of the DeLamar deposit is subject to a 2.5% NSR payable to Triple Flag Precious Metals Corp ("Triple Flag"). The NSR will be reduced to 1.0% once Triple Flag has received a total cumulative royalty payment of C$10 million ($7.4 million). Other NSRs ranging from 2.0% to 5.0% are also payable to third-party landholders on certain claims.

Integra Resources Corp. entered into a binding agreement with Wheaton Precious Metals (Cayman) Co., a wholly-owned subsidiary of Wheaton Precious Metals Corp. ("Wheaton"), pursuant to which Wheaton acquired a 1.5% net smelter returns royalty ("NSR Royalty") on metal production from all claims of the DeLamar Project (comprised of the DeLamar and Florida Mountain Deposits) for an aggregate cash purchase price of $9.75 million, to be paid in two installments.

The first installment of $4.875 million has been received by Integra on March 7, 2024 upon closing of the transaction. The second installment of $4.875 million was received on July 8, 2024.

Nevada North Project: A 0.5% NSR on production from the Wildcat property is payable to Franco-Nevada*. Other NSRs ranging from 0.4% to 1.0% are also payable to third-party landholders on certain claims. A 0.5% NSR on gold production from the Mountain View property is payable to Franco-Nevada*. Certain claims on the property are also subject to a 1.0% NSR to Franco-Nevada and a 1.5% NSR to Triple Flag. Other NSRs ranging from 0.05% to 1.5% are also payable to third-party landholders on certain claims.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

14. COMMITMENTS AND CONTRACTUAL OBLIGATIONS (continued)

War Eagle Property: a 1.0% net smelter royalty on future production from the deposit is payable to Gold Royalty Corp. and a 5.0% net smelter royalty payable to the State of Idaho on certain claims. A 2% NSR on production from the Chadwick leased patented claims, with an option to purchase 1% NSR royalty for the payment of $500,000 with credit from prior payments made to lessor.

Marr, Ocelot, Eden and Dune Properties: Franco-Nevada* also has a 2.0% NSR on production from the Marr, Ocelot, Eden and Dune properties. Integra shall have an option at any time to buy down one-half of each royalty, thereby reducing the royalty to a 1.0% NSR royalty per property, for $1,500,000 per property.

Red Canyon Property: The Red Canyon property is subject to a 2.0% NSR royalty to Red Canyon Corporation. A 0.5% NSR is also payable to a third-party landholder.

Cerro Colorado District: The Cerro Colorado property is subject to a 1.0% NSR to Tri Minerals Holding Corp. For a period of five (5) years from the date the option is exercised, and the royalty is granted, Integra shall have the option to buy back the royalty for a payment $1,500,000. The Company has until July 26, 2026 to exercise the option.

Millennial Arizona - Option to Purchase Agreement

The Company announced on June 12, 2024 that Millennial Silver Nevada entered into an option agreement dated June 11, 2024 with GreenLight Metals USA Corporation, a wholly-owned subsidiary of Green Light Metals Inc., regarding the Cerro Colorado Property.  Pursuant to the terms of the GreenLight Option Agreement, Millennial Silver Nevada granted GreenLight an exclusive option to purchase its interests in its wholly-owned subsidiary Millennial Arizona LLC for a period of 12 months.

In consideration for the grant of the option, GreenLight has agreed to deliver common shares of the company valued at no less than C$500,000 (US$363,465) to Integra. The shares will be paid in two tranches: (i) The first tranche of shares, valued at no less than C$250,000 (US$181,871), will be delivered within five days of the execution of the Agreement (received); and (ii) the second tranche of shares, valued at no less than C$250,000 (US$181,594) will be delivered at the earlier of: 1) the time of a go-public event, or 2) December 31, 2024.

In order to exercise the option and acquire the Interests in Millennial Arizona, GreenLight will pay Integra in cash or common shares of GreenLight, an amount equal to the total 2024 holding costs (other than exploration expenditures) incurred by Integra under the preexisting option through the closing date. GreenLight has until June 2025 to exercise the option and acquire the Interests in Millennial Arizona.

Blacksheep Property: a 5.0% net smelter royalty payable to the State of Idaho on certain claims.

* Franco-Nevada Corporation ("Franco-Nevada") acquired these royalties from Waterton in June 2023.

In May 2023, Wheaton Precious Metals Corp. acquired from Integra a Right of First Refusal ("ROFR") on all future precious metals royalties, streams and pre-pays transactions on all properties owned by the Company as of May 4, 2023. The Company received compensation of $37,101 (C$50,000) in exchange for the ROFR. This has been recorded under the statements of operations and comprehensive loss (other income) as "right of first refusal interest".


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

14. COMMITMENTS AND CONTRACTUAL OBLIGATIONS (continued)

Advance Minimum Royalties ("AMR")

The Company's AMR obligation totalled $122,450 for 2024 (December 31, 2023 - $122,450), of which $92,350 was paid in the current nine-month period.

Annual Claim Filings Fees

The Company's obligation related to the Idaho Department of Lands ("IDL") rent payments totalled $30,907 for 2024 (December 31, 2023 - $30,907), which was paid in full in the current nine-month period.

The Company's obligation related to the Arizona State Lands Dept ("ASLD") rent payments totalled $129,000 for 2024 (December 31, 2023 - $75,140), which was paid in full in the current nine-month period. 

The Company's obligation for BLM claim fees totalled $685,450 for 2024 (December 31, 2023 - $569,565), which was paid in full in the current nine-month period.

Land Access Lease Payments

The Company's obligation related to land and road access lease payments totalled $289,997 for 2024 (December 31, 2023 - $284,744), of which $228,883 was paid in the current nine-month period.

15. RECLAMATION AND REMEDIATION LIABILITIES

The Company conducts its operations so as to protect public health and the environment, and to comply with all applicable laws and regulations governing protection of the environment.

DeLamar Project

The site has been reclaimed by the former owner, Kinross, and the Company's environmental liabilities consist mostly of water treatment, general site maintenance and environmental monitoring costs.

The reclamation and remediation obligation represents the present value of the water treatment and environmental monitoring activities expected to be completed over the next 75 years. The cost projection has been prepared by an independent third party with expertise in mining site reclamation. Water treatment costs could be reduced in the event that mining at DeLamar resumes in the future. The Company's cost estimates do not currently assume any future mining activities. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon which to estimate the future liability.

These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual water treatment and environmental monitoring costs will ultimately depend upon future market prices for the required activities that will reflect market conditions at the relevant time.

The Company reviewed and revised some of its assumptions and estimates. The following table summarizes those estimates for September 30, 2024 and December 31, 2023.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

15. RECLAMATION AND REMEDIATION LIABILITIES (continued)

DeLamar Project ARO   September 30, 2024     December 31, 2023  
Discount Rate   4.14%     4.03%  
Long Term Annual Inflation Rate   2.0%     2.0%  
Undiscounted Estimated Future Costs $ 104.2 mm   $ 104.2 mm  

Changes resulting from the reclamation assumptions revision are recognized as a change in the carrying amount of the reclamation liability and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset (see Note 9).

Nevada North Project (Mountain View and Wildcat) and Red Canyon Property

The provision was calculated using a weighted average risk-free interest rate of 3.81% (December 31, 2023 - 1.72%) and a weighted average inflation rate of 2.3% (December 31, 2023 - 2.5%).

Summary of Obligations

The following table details the changes in the reclamation and remediation liability. 

    DeLamar
Project
    Nevada North
Project
    Red Canyon
Property
    Total  
Liability balance at December 31, 2022 $ 25,531,111   $ -   $ -   $ 25,531,111  
New reclamation liability (Note 10)   -     87,266     26,282     113,548  
Reclamation spending   (1,195,703 )   -     -     (1,195,703 )
Accretion expenses   1,022,592     3,418     1,029     1,027,039  
Reclamation adjustment   16,486     -     -     16,486  
Liability balance at December 31, 2023   25,374,486     90,684     27,311     25,492,481  
Reclamation spending   (744,345 )   -     -     (744,345 )
Accretion expenses   766,944     (13,546 )   (4,080 )   749,318  
Reclamation adjustment   (682,837 )   -     -     (682,837 )
Liability balance at September 30, 2024 $ 24,714,248   $ 77,138   $ 23,231   $ 24,814,617  

    September 30, 2024     December 31, 2023  
Current reclamation and remediation liability $ 1,056,006   $ 1,056,006  
Non-current reclamation and remediation liability   23,758,611     24,436,475  
Total reclamation and remediation liability $ 24,814,617   $ 25,492,481  


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

15. RECLAMATION AND REMEDIATION LIABILITIES (continued)

Reclamation Deposits

Regulatory authorities in certain jurisdictions require that security be provided to cover the estimated reclamation and remediation obligations.

    The Company's reclamation and remediation bonds as of September 30, 2024 amount to $4.5mm.

Reclamation and Remediation Bonds   September 30, 2024     December 31, 2023  
Idaho Department of Lands*   3,431,978     3,431,978  
Idaho Department of Environmental Quality*   100,000     100,000  
Bureau of Land Management - Idaho State Office*   714,400     714,400  
Bureau of Land Management - Nevada State Office*   250,000     250,000  
Arizona State Land Department**   15,000     15,000  
Total $ 4,511,378   $ 4,511,378  

      *Secured with surety bonds, which are subject to a 2.5% management fee. No cash collateral is required.

      **Secured with restricted cash.

16. SHARE CAPITAL 

Share Capital

The Company is authorized to issue an unlimited number of common shares without par value.  As at September 30, 2024, the number of total issued and outstanding common shares was 88,458,702 (December 31, 2023 - 68,871,437).

Activities during the nine-month period ended September 30, 2024

Share Subscription Receipts:

The Company issued 14,900,000 subscription receipts in connection to its July 29, 2024 financing. The release conditions of the subscription receipts were met on November 8, 2024, hence no shares were issued as of September 30, 2024 (see Note 17).

Equity Financings:

The Company completed on March 13, 2024 a bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units at a price of C$0.90 ($0.67) per unit for aggregate gross proceeds of C$15 million ($11 million). Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of C$1.20 ($0.89) for a period of 36 months from the closing of the offering.

The Company paid ~$0.6 million in brokers' fee and ~$0.6 million for various other expenses (mostly legal and filing fees) in connection with the equity financings.

Equity Incentives:

On January 5, 2024, the Company approved a cash redemption of 7,775 vested RSUs, and as a result, no shares have been issued related to this transaction.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

Activities during the nine-month period ended September 30, 2024 (continued)

On January 10, 2024, the Company issued 15,746 shares as a result of vesting RSUs (32,458 units vested of which 19,958 units were redeemed/settled).

On April 30, 2024, the Company approved a cash redemption of 17,500 vested RSUs, and as a result, no shares have been issued related to this transaction. 

On June 3, 2024, the Company approved a cash redemption of 6,977 vested RSUs, and as a result, no shares have been issued related to this transaction. 

On June 30, 2024, the Company approved a cash redemption of 17,500 vested RSUs, and as a result, no shares have been issued related to this transaction. 

Property Acquisitions:

Integra completed on March 8, 2024, the acquisition of seventeen patented claims in the Rich Gulch area of the DeLamar Project. Under the terms of the purchase agreement, the Company acquired all of the interests in exchange for $2.1 million, which was satisfied through the issuance of 2,959,769 common shares in the capital of the Company. The shares issued are subject to trading restrictions.

The Company announced the FCGI Acquisition on July 29, 2024. The transaction closed subsequent to the quarter. Hence no shares were issued during the nine-month period ended September 30, 2024 (Note 17).

Activities during the year ended December 31, 2023

On May 26, 2023, the Company consolidated its common shares on the basis of one (1) new post-consolidation common share for every two and a half (2.5) existing pre-consolidation common share (the "Consolidation"). Proportionate adjustments have been made to the Company's outstanding stock options, restricted share units, and deferred share units. As required by IFRS, all references to share capital, common shares outstanding and per share amounts in these unaudited interim condensed consolidated financial statements and the accompanying notes have been restated retrospectively to reflect the Consolidation.

Millennial Acquisition:

The Company acquired all outstanding shares of Millennial on May 4, 2023. In aggregate, 16,872,050 Integra shares were issued to former Millennial shareholders as consideration for their Millennial shares, at a price of $1.35 for a total of $22,697,554 (see Note 10).

Equity Financings:

In connection with the closing of the acquisition of Millennial, 20,000,000 subscription receipts of Integra issued on March 16, 2023 at a price of C$1.75 per subscription receipt were converted into one Integra share for no additional consideration.  The gross proceeds amounted to $25.8 million. The Company paid ~$1 million in brokers' fee and ~$0.5 million for various other expenses (mostly legal and filing fees) in connection with the equity financings.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

Activities during the year ended December 31, 2023 (continued)

Equity Incentives:

In April 2023, the Company approved a cash redemption of 938 vested RSUs, and as a result, no shares have been issued related to this transaction.

In December 2023, the Company issued 93,911 shares as a result of vesting RSUs.

In December 2023, the Company approved cash redemption of 24,935 vested RSUs, and as a result, no shares have been issued for these RSUs.

Equity Incentive Awards

The Company has an equity incentive plan ("the Equity Incentive Plan") whereby the Company's Board of Directors, within its sole discretion, can grant to directors, officers, employees and consultants, stock options to purchase shares of the Company, restricted share units ("RSU") and deferred share units ("DSU") (together the "Awards"). The Equity Incentive Plan provides for the issuance of Awards to acquire up to 10% of the Company's issued and outstanding capital. The Equity Incentive Plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of Awards will increase as the Company's issued and outstanding share capital increases.  As at September 30, 2024, the Company had 3,969,376 (December 31, 2023 - 1,689,467) awards available for issuance.

In addition, the aggregate number of shares that may be issued and issuable under this Equity Incentive Plan (when combined with all of the Company's other security-based compensation arrangements, as applicable):

(a) to any one participant, within any one-year period shall not exceed 5% of the Company's outstanding issue, unless the Company has received disinterested shareholder approval;

(b) to any one consultant (who is not otherwise an eligible director), within a one-year period shall not exceed 2% of the Company's outstanding issue;

(c) to eligible persons (as a group) retained to provide investor relations activities, within a one-year period shall not exceed 2% of the Company's outstanding issue; 

(d) to insiders (as a group) shall not exceed 10% of the Company's outstanding issue from time to time;

(e) to insiders (as a group) within any one-year period shall not exceed 10% of the Company's outstanding issue; and

(f) to any one insider and his or her associates or affiliates within any one-year period shall not exceed 5% of the Company's outstanding issue from time to time.

In no event will the number of shares that may be issued to any one participant pursuant to Awards under this Equity Incentive Plan (when combined with all of the Company's other security-based compensation arrangement, as applicable) exceed 5% of the Company's issued and outstanding shares from time to time.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

Stock Options

A summary of the changes in stock options for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is as follows:

    Options     September 30,
2024 Weighted
Average Exercise
Price
    Options     December 31,
2023 Weighted
Average Exercise
Price
 
Outstanding at the beginning of period   3,300,083   $ 3.06     1,478,773   $ 5.35  
Granted   -     -     2,559,979     1.98  
Expired   (240,969 )   4.88     (738,669 )   3.90  
 
Outstanding at the end of period
  3,059,114   $ 2.92     3,300,083   $ 3.06  

The following table summarizes outstanding stock options as September 30, 2024:

   
No. of
options
outstanding
 
Exercise
price
No. of options
currently
exercisable
 
Expiration date
Weighted
average
remaining life
(Years)
  521,027 $5.46 521,027 December 17, 2024  
  32,000 $3.49 32,000 March 16, 2025  
  16,000 $8.33 16,000 October 5, 2025  
  113,264 $9.26 113,264 December 15, 2025  
  40,000 $8.45 40,000 February 24, 2026  
  180,964 $4.00 180,964 May 28, 2026  
  156,604 $5.10 122,004 December 16, 2026  
  36,800 $5.29 36,800 January 5, 2027  
  123,280 $5.29 123,280 January 5, 2027  
  13,800 $4.16 13,800 April 5, 2027  
  30,100 $1.59 10,033 December 15, 2027  
  191,904 $1.63 85,973 January 10, 2028  
  1,603,371 $1.04 73,570 December 20, 2028  
Total 3,059,114 $2.92 1,368,715   2.90

Share-based payments - stock options

A summary of the changes in the Company's reserve for share-based payments related to the stock options for the nine-month periods ended September 30, 2024 and 2023 is set out below:

    September 30, 2024     September 30, 2023  
Balance at beginning of period $ 6,187,868   $ 5,902,436  
Share-based payments - replacement options   -     31,888  
Share-based payments - options   343,602     148,860  
Balance at the end of period $ 6,531,470   $ 6,083,184  


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

    Share-based payments - stock options (continued)

On December 20, 2023, the Company granted 1,603,371 stock options to its directors, officers, employees and contractors at an exercise price of $1.04 per option, with the expiry date December 20, 2028. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $909,007, to be amortized over the options vesting period.

On May 4, 2023, the Company granted 764,704 replacement stock options to Millennial's employees and consultants (see Note 10), at the price range of $2.40 - $5.29. Of these replacement options, 207,000 expired on the following day, 62,100 expired on August 4, 2023, and 40,480 expired on May 4, 2024. The share-based payment related to those replacement stock options was calculated as $31,888 and included in the PPA (see Note 10).

On January 10, 2023, the Company granted 191,904 stock options to its directors and officers, at an exercise price of $1.63 per option, with the expiry date January 10, 2028. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $137,900, to be amortized over the options vesting period.

The following assumptions were used for the Black-Scholes valuation of stock options granted during the nine-month periods ended September 30, 2024 and 2023:

    September 30, 2024     September 30, 2023  
Dividend rate   -     0%  
Expected annualized volatility   -     51.99% - 61.47%  
Risk free interest rate   -     3.15% - 4.43%  
Expected life of options   -     1 - 3.5 yr  
Weighted average of strike price of options granted   -   $ 3.56  

Restricted Share Units           

Restricted share units are the equity settled units, granted under the Company's Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant and vest in equal installments annually over three years. The aggregate maximum number of shares available for issuance from treasury underlying restricted share units under the Equity Incentive Plan is 4,000,000 shares. These units are exercisable into one common share once vested, for no additional consideration. They can be redeemed in cash, at the Company's discretion.

A summary of the changes in restricted share units for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is as follows:


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

Restricted Share Units (continued)       

    Restricted share
units
    Weighted
average grant
date FV
 
Outstanding, December 31, 2022   292,046   $ 5.60  
Vested - shares issued   (110,602 ) $ 5.81  
Vested - cash redemption (no shares issued)   (25,873 ) $ 5.81  
Forfeited/Expired   (48,474 ) $ 2.57  
Granted   1,058,022   $ 1.10  
Outstanding, December 31, 2023   1,165,119   $ 1.35  
Vested - shares issued   (32,458 ) $ 2.19  
Vested - cash redemption   (49,752 ) $ 2.19  
Vested - settlement has been deferred   12,500   $ 2.19  
Cancelled (unvested)   (67,166 ) $ 1.31  
Outstanding, September 30, 2024   1,028,243   $ 1.27  

Share-based payments - restricted share units

A summary of the changes in the Company's reserve for share-based payments related to the restricted share units for the nine-month periods ended September 30, 2024 and 2023 is set out below:

    September 30, 2024     September 30, 2023  
Balance at beginning of period $ 753,263   $ 898,463  
Share-based payments - RSUs   631,344     398,324  
Share-based payments - RSUs redemptions   (75,855 )   (1,256 )
Balance at the end of period $ 1,308,752   $ 1,295,531  

During the nine-month period ended September 30, 2024 total of 82,210 RSUs vested (including 12,500 RSUs for which the settlement was deferred to future years) and 67,166 RSUs were canceled.

During the year ended December 31, 2023, a total of 131,541 RSUs vested (including 10,000 RSUs for which the settlement was deferred to future years) and 48,474 RSUs were canceled.

On December 20, 2023, the Company granted 941,898 RSUs to its officers and employees as a long-term incentives grant. The share-based payment related to these units was calculated as $970,044, to be amortized over the unit three-year vesting period.

On January 10, 2023, the Company granted 116,124 RSUs to its officers as a long-term incentives grant. The share-based payment related to these units was calculated as $188,884, to be amortized over the unit three-year vesting period.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

Deferred Share Units                       

Deferred share units are equity settled units, granted under the Company's Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant. DSUs granted before Q4 2021 vested immediately. DSUs granted from Q4 2021 onward will vest one year post grant. The aggregate maximum number of shares available for issuance from treasury underlying deferred share units under the Equity Incentive Plan is 3,000,000 shares. These units are exercisable into one common share during the period commencing on the business day immediately following the retirement date and ending on the ninetieth day following the retirement date providing a written redemption notice to the Company, for no additional consideration. In the event a participant resigns or is otherwise no longer an eligible participant during the year, then any grant of DSUs that are intended to cover such year, the participant will only be entitled to a pro-rated DSU payment. These units can be redeemed in cash, at the Company's discretion.

A summary of the changes in deferred share units for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is as follows:

    Deferred
share units
    Weighted
average
grant date FV
    Vested     Not vested  
Outstanding, December 31, 2022   194,610   $ 4.73     126,267     68,343  
Granted   537,865   $ 1.15     -     537,865  
Vested   -   $ 1.80     68,343     (68,343 )
Outstanding, December 31, 2023   732,475   $ 2.05     194,610     537,865  
Granted   56,662   $ 0.71     -     56,662  
Vested   -   $ 1.43     157,756     (157,756 )
Outstanding, September 30, 2024   789,137   $ 1.94     352,366     436,771  

Share-based payments - deferred share units

A summary of the changes in the Company's reserve for share-based payments related to the deferred share units for the nine-month periods ended September 30, 2024 and 2023 is set out below:

    September 30, 2024     September 30, 2023  
Balance at beginning of period $ 1,143,173   $ 838,869  
Share-based payments - DSUs   338,045     210,970  
Balance at the end of period $ 1,481,218   $ 1,049,839  

In the current nine-month period ended September 30, 2024, the Company issued 56,662 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's closing share price at the end of quarter. These DSUs will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $40,334, to be amortized over 12 months.

In the year ended December 31, 2023, the Company issued 74,865 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's closing share price at the end of quarter. The Company also granted 99,000 DSUs in January 2023 as long-term incentives grant for the fiscal year 2022 and 364,000 DSUs in December 2023 as long-term incentives grant for the fiscal year 2023. These DSUs will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $616,750, to be amortized over 12 months.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

16. SHARE CAPITAL (continued)

Share-based payments - summary

A summary of the changes in the Company's reserve for all share-based payment arrangements for the nine-month periods ended September 30, 2024 and 2023 is set out below:

    September 30, 2024     September 30, 2023  
Balance at beginning of period $ 8,084,304   $ 7,639,768  
Share-based payments - replacement options   -     31,888  
Share-based payments - options   343,602     148,860  
Share-based payments - RSUs   631,344     398,324  
Share-based payments - DSUs   338,045     210,970  
RSUs redemptions   (75,855 )   (1,256 )
Balance at the end of period $ 9,321,440   $ 8,428,554  

Warrants

The Company completed on March 13, 2024 a bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. As a result, the Company issued 8,305,874 warrants related to this financing. Each warrant entitles the holder thereof to purchase one common share at an exercise price of C$1.20 ($0.89) for a period of 36 months from the closing of the offering.

The Company assumed 21,903,504 warrants as a result of the Millennial Acquisition (see Note 10). These warrants expired on June 16, 2024.

The following warrants were outstanding as at September 30, 2024:

Description # of warrants # of Integra Shares
Issuable
Issue date Expiry date Exercise
price
March 2024 Financing 8,305,874 8,305,874 March 13, 2024 March 13, 2027 $0.89
Total                 8,305,874                 8,305,874     $0.89

17. SUBSEQUENT EVENTS

Acquisition of Florida Canyon Gold Inc

The Company announced on November 8th the completion of the FCGI Acquisition.

Under the terms of the FCGI Acquisition, Integra acquired all of the issued and outstanding common shares of FCGI. In aggregate, 65,213,010 Integra shares were issued for the benefit of former FCGI shareholders as consideration for their FCGI shares.

As a result of the FCGI Acquisition, FCGI became a wholly-owned subsidiary of Integra, and the FCGI shares are anticipated to be delisted from the TSXV at market close on or about November 12, 2024. Following the delisting, FCGI intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.


Integra Resources Corp
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine-Month Periods Ended September 30, 2024 and 2023
(Expressed in US Dollars)
 

17. SUBSEQUENT EVENTS (continued)

Private Placement Offering of Subscription Receipts

In connection with closing of the FCGI Acquisition, the escrow release conditions in respect of an aggregate of 14,900,000 subscription receipts (the "Subscription Receipts") of Integra issued on August 21, 2024 at a price of C$1.35 per Subscription Receipt (the "Subscription Receipt Financing") were satisfied, and the net proceeds of approximately C$19 million (US$14 million) were released to Integra.

Beedie Capital Credit Facility

The Company also announced on November 8, 2024, that it has drawn a second advance under its up to US$20 million convertible facility with Beedie Capital in the principal amount of US$5 million, with a conversion price equal to C$1.6875 per Integra Share.



FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jason Kosec, Chief Executive Officer of Integra Resources Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Integra Resources Corp. (the "issuer") for the interim period ended September 30, 2024.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A


6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

 

Date:  November 13, 2024

/s/ Jason Kosec
     
Jason Kosec      
Chief Executive Officer      



FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Andree St-Germain, Chief Financial Officer of Integra Resources Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Integra Resources Corp. (the "issuer") for the interim period ended September 30, 2024.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A


6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

 

Date: November 13, 2024

/s/ Andree St-Germain
     
Andree St-Germain      
Chief Financial Officer      



CONSENT OF RAPHAEL DUTAUT

The undersigned hereby consents to:

(1) the inclusion in this Current Report on Form 6-K of Integra Resources Corp. (the "Company") of the scientific and/or technical information contained in the Company's Management's Discussion and Analysis dated November 13, 2024 (the "Technical Information") being filed with the United States Securities and Exchange Commission (the "SEC") under cover of Form 6-K; and

(2) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company's Registration Statements on Form S-8 (File Nos. 333-242495 and 333-267507) and Form F-10 (File No. 333-276530), and any amendments thereto, filed with the SEC.

 

/s/ Raphael Dutaut

 

Name: Raphael Dutaut (Ph.D., P.Geo, OGQ Membership 1301)

 

Title: Vice President Geology and Mining, Integra Resources Corp.

 

 

Date: November 13, 2024

 




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