Integra Resources : Management Information Circular - June 21, 2023 AGM

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

As at May 2, 2024

1050 - 400 Burrard Street

Vancouver, British Columbia, Canada

V6C 3A6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on June 21, 2024 at 10:00 a.m. (Pacific Daylight Time)

1050 - 400 Burrard Street, Vancouver, B.C. V6C 3A6

You are receiving this notice to advise that proxy materials for the above-noted Meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the accompanying Circular and other proxy materials before voting. The Circular and other relevant materials are available at:

www.integraresources.comORwww.sedarplus.caORhttps://docs.tsxtrust.com/2048

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

E-mail:	[e-mail]
Telephone:	1-866-600-5869

The Corporation has decided to take advantage of the notice-and-access provisions ("Notice and Access") under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the accompanying Circular to its Shareholders for the Meeting. The use of the alternative Notice and Access procedures in connection with the Meeting helps reduce paper use, as well as the Corporation's printing and mailing costs. Under Notice and Access, instead of receiving printed copies of the Circular, Shareholders receive a notice ("Notice and Access Notification") with information on the Meeting date, location and purpose, as well as information on how they may access the Circular electronically or request a paper copy. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice-and-Access provisions.

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

Requests for paper copies of the Circular (and any other related documents) must be received no later than Wednesday, June 12, 2024 in order for Shareholders to receive paper copies of such documents and return their completed proxies by the deadline for submission of 10:00 am (Pacific Daylight Time) on Wednesday, June 19, 2024.

The resolutions to be voted at the meeting are listed below:

1. To receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2023, together with the report of the auditor thereon.
2. To fix the number of directors at nine (9) for the ensuing year.
3. To elect directors of the Corporation for the ensuing year.
4. To appoint MNP LLP as auditors of the Corporation for the ensuing year and authorize the board of directors to fix the remuneration of the auditors.
5. To consider, and if deemed advisable, to pass an ordinary resolution of disinterested Shareholders to approve the Amended and Restated Equity Incentive Plan, as more fully described in the accompanying Circular.
6. To transact such other business as may properly come before the meeting or any adjournment thereof.

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If any Shareholder wishes to attend the Meeting in person, please contact the Corporation's Corporate Secretary, Leanne Nakashimada at 604-416-0576 Ext. 107 or [e-mail].

Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed proxy. A proxy will not be valid unless it is deposited by mail or by fax at the office of TSX Trust Company, Attention: Proxy Department, 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1 or by fax number: 416-595-9593 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof. Only Shareholders of record on May 2, 2024 are entitled to receive notice of and vote at the Meeting.

DATED at Vancouver, British Columbia this 2nd day of May 2024.

Yours sincerely,

"Jason Kosec"

Jason Kosec

President & Chief Executive Officer

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TABLE OF CONTENTS

PART 1: VOTING PARTICULARS	3
Management Solicitation of Proxies	3
Appointment And Revocation Of Proxies	3
Voting And Discretion Of Proxies	4
Non-Registered Holders	4
Voting Shares	5
General Information	5

PART 2: BUSINESS OF THE MEETING	5
Presentation of Financial Statements	5
Set the Number of Directors	5
Election of Directors	5
Appointment of Auditors	16
Ordinary Resolution to Approve the Amended and Restated Equity Incentive Plan	16
PART 3: DIRECTOR COMPENSATION	21
Oversight and Description of Director Compensation	21
Summary Compensation Table	21
Outstanding Share Awards and Option Awards Table	23
Incentive Plan Awards - Value Vested or Earned During the Year	24
PART 4: NAMED EXECUTIVE OFFICER COMPENSATION	25
Compensation Discussion and Analysis	25
Components of the Compensation Program	26
Performance Graph	30
Summary Compensation Table	31
Outstanding Share Awards and Option Awards Table	33
Incentive Plan Awards - Value Vested or Earned During the Year	34
Financial Assistance and Loans	34
Pension Plan Benefits	35
Material Terms of NEO Agreements	35
Termination and Change of Control Benefits	38
PART 5: SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	39
Equity Participation and Insider Ownership	39
Compensation Recovery Policy	41
Annual Burn Rate	41
PART 6: STATEMENT OF CORPORATE GOVERNANCE	41
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Board of Directors	42
Other Public Company Directorship	42
Board Mandate	42
Board and NEO Diversity	43
Nomination of Directors and Board Renewal	43
Board Skills Matrix	44
Board Attendance	45
In-Camera Meetings	45
Board Annual Effectiveness Assessment	45
Orientation and Continuing Education	45
Committees of the Board	46
Role Descriptions	50
Corporate Governance Policies	52
PART 7: OTHER INFORMATION	55
Indebtedness of Directors and Senior Officers	55
Interest of Informed Persons in Material Transactions	55
Interest of Certain Persons in Matters to be Acted Upon	55
Management Contracts	56
Schedule "A" Amended and Restated Equity Incentive Plan

Schedule "B" Audit Committee Charter

Schedule "C" Board of Director Mandate

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MANAGEMENT INFORMATION CIRCULAR

(as at May 2, 2024)

PART 1: VOTING PARTICULARS

____________________________________________________________________________________________

MANAGEMENT SOLICITATION OF PROXIES

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by management of Integra Resources Corp. (the "Corporation" or "Integra") for use at the Annual General Meeting (the "Meeting") of shareholders of the Corporation (the "Shareholders") to be at 1050-400 Burrard Street, Vancouver, B.C. V6C 3A6 on June 21, 2024 at 10:00 a.m. (Pacific Daylight Time) for the purposes set forth in the Notice of Annual General Meeting of Shareholders (the "Notice") accompanying this Circular.

If you are a Non-Registered Shareholder and wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the proxy or voting instruction form sent to you and follow all of the applicable instructions, including the deadline, provided by the Intermediary (as defined below).

Proxies may also be solicited personally by directors (the "Directors"), management ("Management") and regular employees of the Corporation. The cost of solicitation of proxies will be borne by the Corporation.

You may opt to receive important shareholder information electronically, including the Meeting Materials (as defined below), by visiting www.investorcentre.com and follow these steps:

• Click on "sign up for e-Delivery"
• Select the Corporation from the drop-down list
• Enter your Holder Account Number (found on your proxy form) and postal code (or last name if you reside outside of Canada)
• Click Submit

The Corporation has used Notice and Access to deliver the Notice, the Proxy (as defined below) and this Circular (collectively, the "Meeting Materials") to Shareholders by posting the Meeting Materials on its website. The Meeting Materials will be available on the Corporation's website on May 17, 2024 and will remain on the website for one full year thereafter. The Meeting Materials will also be available at https://docs.tsxtrust.com/2048 by May 17, 2024 or on SEDAR+ at www.sedarplus.caas of May 17, 2024. Shareholders may request a paper copy of this Circular be sent to them by contacting the Corporation as set out under "Additional Information" at the end of this Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy (the "Proxy") are officers of the Corporation. A registered

Shareholder has the right to appoint a person or company (who need not be a Shareholder) other than the persons named as the proxy of the Shareholder and may exercise this right either by inserting that person's name in the blank space provided in the Proxy and striking out the other names or by completing another proper form of proxy.

To be effective, Proxies must be deposited at the office of the Corporation's registrar and transfer agent, TSX Trust Company, Attention: Proxy Department, 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or adjournment thereof.

Proxies given by registered Shareholders for use at the Meeting may be revoked at any time before their use. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by depositing an instrument in writing signed by the registered Shareholder, or by the registered Shareholder's attorney duly authorized in writing, at the registered office of the Corporation, Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 on or before the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chair of the Meeting on the day of the Meeting, or any adjournment thereof.

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VOTING AND DISCRETION OF PROXIES

The Shares (defined below) represented by the Proxies solicited by management of the Corporation pursuant to this Circular will be voted for, withheld, or against in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If no directions are given, the Shares will be voted FOR the approval of such matter. The Proxy confers discretionary authority on the persons named therein in respect of amendments or variations to the matters referred to in the Notice and in respect of other matters that may properly come before the Meeting, or any adjournment thereof.

As at the date of this Circular, management knows of no such amendments or variations or other matters that may properly come before the Meeting but, if any such amendments, variations or other matters are properly brought before the Meeting, the persons named in the Proxies will vote thereon in accordance with their best judgment.

NON-REGISTERED HOLDERS

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Corporation are "non-registered" Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a registered Shareholder in respect of Shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as the Canadian Depository for Securities Limited), of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs." Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBOs." In accordance with applicable securities laws, the Corporation has elected to send the Notice and Access Notification directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Notice and Access Notification to each OBO, unless the OBO has waived the right to receive them.

The Meeting Materials are being made available to both registered Shareholders and Non-Registered Holders. If you are a Non-Registered Holder and the Corporation or its agent has sent the Notice and Access Notification directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. In this event, by choosing to send the Notice and Access Notification to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) making available the Meeting Materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation does not intend to pay for the Intermediary to deliver the Notice and Access Notification or Meeting Materials to OBOs and, as a result, OBOs will not be sent paper copies of such Notice and Access Notification or Meeting Materials unless their Intermediary assumes the costs. Intermediaries will frequently use service companies to forward the Notice and Access Notification and/or Meeting Materials to the Non-Registered Holders. Generally, a Non-Registered Holder who has not waived the right to receive Meeting Materials will either:

1. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with TSX Trust Company; or
2. more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxyholder named in the form and insert the Non-Registered Holder's name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the Proxy or proxy authorization form is to be delivered.

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VOTING SHARES

The record date for the determination of Shareholders entitled to receive notice of and vote at the Meeting has been fixed as May 2, 2024. Except as may be otherwise indicated herein and in the Notice, the affirmative vote of a majority of the votes cast at the Meeting is required for approval of each matter set forth in this Circular.

To the knowledge of the Directors and Management, there are no persons or companies who beneficially own, or control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all outstanding Shares.

Shares

The authorized capital of the Corporation consists of an unlimited number of common shares (the "Shares") without par value. As at the date of this Circular, 88,458,702 Shares are issued and outstanding. Each Share carries the right to one vote, and all Shares may be voted at the Meeting.

GENERAL INFORMATION

Unless otherwise indicated, all references to "$" in this Circular are to U.S. dollars and all references to "C$" in this Circular are to Canadian dollars.

The following table reflects the low and high rates of exchange for one Canadian dollar, expressed in United States dollars, during the periods noted, the rates of exchange at the end of such periods and the average rates of exchange during such periods, based on the Bank of Canada daily exchange rates for 2023, 2022 and 2021.

		Years Ended December 31,
	2023		2022		2021
Low for the period	$0.7207		$0.7217		$0.7727
High for the period	$0.7617		$0.8031		$0.8306
Rate at the end of the period	$0.7561		$0.7383		$0.7888
Average	$0.7410		$0.7692		$0.7980

On May 1, 2024, the Bank of Canada daily average rate of exchange was C$1.00 = US$0.7268 or US$1.00 = C$1.3759.

PART 2: BUSINESS OF THE MEETING

____________________________________________________________________________________________

Presentation of Financial Statements

The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2023 and the auditors' report thereon will be placed before the Meeting. The Corporation's audited financial statements and related MD&A for the year ended December 31, 2023 are available on SEDAR+ (www.sedarplus.ca) as well as on the Corporation's website (www.integraresources.com).

Set the Number of Directors

Management of the Corporation proposes that the Shareholders fix the number of Directors of the Corporation at nine (9) for the ensuing year.

Management recommends a vote FOR the fixing of the number of Directors of the Corporation at nine (9) for the ensuing year. In the absence of instructions to the contrary, the enclosed Proxy will be voted for such resolution.

Election of Directors

Management of the Corporation is supervised by the Board of Directors ("Board of Directors" or "Board") as per the Business Corporations Act (British Columbia) (the "BCBCA"). The members of the Board are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are appointed. You can vote for all of these proposed Directors, vote for some of them and withhold for others, or withhold for all of them.

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The following tables set out information about each Director's career profile, their Board committee ("Committee") memberships, meeting attendance during the most recently completed financial year, principal directorships with other reporting issuers and the number of securities they hold, either in the form of Shares, stock options of the Corporation ("Options"), Restricted Share Units of the Corporation ("RSUs") or Deferred Share Units of the Corporation ("DSUs").

Management recommends a vote FOR each of the nominated Directors. In the absence of instructions to the contrary, the enclosed Proxy will be voted for the nine (9) nominees listed herein.

MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT, PRIOR TO THE MEETING, ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY MANAGEMENT TO VOTE THE PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTORS.

The Corporation expects all Directors to demonstrate leadership and integrity and to conduct themselves in a manner that reinforces our corporate values of integrity, care and innovation, and our culture of transparency, teamwork and individual accountability.

Above all, the Corporation expects that all Directors will exercise their good judgment in a manner that keeps the interests of Shareholders at the forefront of decisions and deliberations. Each candidate must have a demonstrated track record in several of the skills and experience requirements deemed important for a balanced and effective Board.

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George Salamis

Non-Independent Director since February 28, 2018 (1) and Executive Chair since May 4, 2023(2) Age: 57

Principal Occupation: Executive Chair of the Corporation

British Columbia, Canada

2023 Voting Results: 97.66% FOR / 2.34% Withheld

Mr. Salamis has over 30 years of experience in the mining and resource exploration industry. Mr. Salamis has been involved in over C$1.6 billion of M&A transactions, either through assets sales or his involvement with junior mining companies. Mr. Salamis was most recently Executive Chairman of Integra Gold Corp. which was sold to Eldorado Gold Corporation for C$590 million. Mr. Salamis co-led the efforts behind the 2016 Integra Gold Rush Challenge and the 2017 #DisruptMining initiatives that encouraged innovation and technology disruption in the mining industry.

Mr. Salamis holds a Bachelor of Science Degree in Geology from University of Montreal - École Polytechnique and has had a successful career in mining and exploration. Mr. Salamis has discovered, financed, built, managed or sold more than 5 major mineral deposits around the world. He began his career working for two major mining companies (Placer Dome and Cameco Corp) over a 12-year period before transitioning into mineral exploration and junior mining in 2001. He is also a serving member of the Canadian Army Reserve and a Director of the Canadian Forces Liaison Counsel (the "CFLC").

Member							2023 Meeting Attendance
Board (Executive Chair)								4 of 4
Technical and Safety Committee								2 of 2
	Shares (3)		Options		RSUs
Securities Held(4)	791,120		389,258		221,817
Ownership Threshold Met as of December 31, 2023: YES
Other Directorships		Exchange				Duration
Newcore Gold Ltd.		TSX-Venture				December 2014 - Present

1. "Independent" refers to the standards of independence established in NI 58-101.
2. Mr. Salamis resigned as President and CEO of the Corporation on May 4, 2023 and subsequently assumed the role of Executive Chair.
3. Includes shares held by SPI Spartan Inc, a company wholly-owned by Mr. Salamis.
4. Securities held as of date of Circular.
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