6-K
Integra Resources Corp. (ITRG)
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 May 2025.
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: May 14, 2025 | /s/ Andree St-Germain <br>Andree St-Germain<br>Chief Financial Officer |
- 2 -
INDEX TO EXHIBITS
3 -
Integra Resources Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
Management's Discussion & Analysis
For the three months ended March 31, 2025
This Management’s Discussion and Analysis (“MD&A”) of Integra Resources Corp.(“Integra” or the “Company”) and its subsidiaries has been prepared as at May 14, 2025 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025, and the audited consolidated financial statements for the year ended December 31, 2024 and related notes thereto. All dollar amounts are expressed in United States (“US”) dollars unless otherwise stated. The Company’s condensed interim consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS”) and as applicable to interim financial statements including International Accounting Standard (“IAS”) 34 - Interim Financial Reporting. Additional information relating to the Company, including its Annual Information Form for the year ended December 31, 2024 is available on the Company’s website www.integraresources.com and on the Company’s profile on the SEDAR+ website at www.sedarplus.ca*.*
This MD&A contains forward-looking information as further described in the "Forward-Looking Statements" section at the end of this MD&A. Reference to the risk factors described in the "Risk and Uncertainties" section and to the other cautionary language under the heading "Technical Information and Qualified Persons" at the end of this MD&A is advised.
DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
Integra is a growing precious metals producer focused on gold mining, mine development and mineral exploration activities in the Great Basin of the Western US with a producing mine in Imlay, Nevada and two flagship development-stage heap leach projects: the past producing DeLamar Project in southwestern Idaho, and the Nevada North Project in western Nevada. The Company also holds a portfolio of highly prospective early-stage exploration projects in Idaho, Nevada and Arizona. Integra's long-term vision is to become a leading USA focused mid-tier gold and silver producer. The Company is listed on the TSX Venture Exchange ("TSX-V") under the trading symbol "ITR" and on the NYSE American under the ticker "ITRG". The Company's warrants trade on the TSX-V under the symbol ITR.WT.
As of May 14, 2025, the senior executives and directors of the Company were:
| Anna Ladd-Kruger | Chair of the Board |
|---|---|
| George Salamis | President, Chief Executive Officer and Director |
| Andrée St-Germain | Chief Financial Officer |
| Clifford Lafleur | Chief Operating Officer |
| Timo Jauristo | Director |
| C.L. "Butch" Otter | Director |
| Carolyn Clark Loder | Director |
| Eric Tremblay | Director |
| Ian Atkinson | Director |
| Janet Yang | 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 RBC Place, 885 West Georgia Street Vancouver, BC V6C 3E8.
CORPORATE UPDATES
Senior Management and Board changes
On January 10, 2025, the Company announced the appointment of George Salamis as President, Chief Executive Officer & Director and Anna Ladd-Kruger as Chair of the Board, effective immediately. Mr. Salamis succeeds Jason Kosec as Integra's President and Chief Executive Officer. Mr. Kosec also resigned as a Director of the Company. Mr. Salamis was previously the Executive Chair of the Company and Anna-Ladd Kruger was previously the Lead Director.
On February 20, 2025, the Company announced the appointment of Dale Kerner as Vice President Permitting.
On March 25, 2025, the Company announced the appointment of Clifford Lafleur as Chief Operating Officer.
On March 28, 2025, the Company announced the appointment of Sean Deissner as Vice President Finance.
On April 2, 2025, the Company announced the appointment of U.S. Air Force Lieutenant General, 3-star, (Ret.) Leonard "Leo" Kosinski as a strategic Board Advisor.
FINANCIAL AND OPERATING HIGHLIGHTS
| Consolidated | Three months ended March 31, | ||
|---|---|---|---|
| Financial Data | 2025 | 2024 | |
| Revenues | $000s | 57,025 | - |
| Cost of sales | $000s | (41,541) | - |
| Gross profit | $000s | 15,484 | - |
| Net income (loss) | $000s | 983 | (5,495) |
| Earnings (loss) per share, basic | $/share | 0.01 | (0.08) |
| Earnings (loss) per share, diluted | $/share | 0.01 | (0.08) |
| Total sustaining capital expenditures | $000s | 3,785 | - |
| Total all-in-sustaining costs^1^ ("AISC") | $/oz sold | 2,446 | - |
| Florida Canyon Mine Operating Data | Three months ended March 31, 2025 | ||
| --- | --- | --- | |
| Gold produced | oz | 19,323 | |
| Gold sold | oz | 19,540 | |
| Average realized price^1^ | $/oz sold | 2,888 | |
| Cash cost^1^ | $/oz sold | 2,016 | |
| Mine site AISC^1^ | $/oz sold | 2,342 |
^1^ ^^Non-IFRS Measure; please see "Non-IFRS Measures" section.
DISCUSSION OF OPERATING RESULTS
Florida Canyon Mine
| Operating Statistics | Three months ended March 31, 2025 | |
|---|---|---|
| Ore | 000t | 3,021 |
| Waste | 000t | 1,799 |
| Strip ratio | waste/ore | 0.60 |
| Ore direct to leach pads | 000t | 1,199 |
| Ore crushed | 000t | 1,764 |
| Total ore to leach pads | 000t | 2,963 |
| Processed grade | g/t | 0.23 |
| Gold produced | oz | 19,323 |
| Gold sold | oz | 19,540 |
| Silver produced | oz | 18,643 |
| Silver sold | oz | 18,530 |
| Cash cost^1^ | $/oz sold | 2,016 |
| Mine site AISC^1^ | $/oz sold | 2,342 |
^1^ Non-IFRS Measure; please see "Non-IFRS Measures" section.
At Florida Canyon, total crushed and run-of-mine (“ROM”) material to the pad during the first quarter of 2025 (“Q1 2025”) was 3.0 million tonnes with a strip ratio of 0.60. The average grade of ore processed during the period was 0.23 grams per tonne (“g/t”) gold. Mining and ore placement rates for Q1 2025 were slightly lower due to scheduled mobile fleet maintenance.
The Florida Canyon Mine produced 19,323 ounces of gold and sold 19,540 ounces of gold during Q1 2025. Gold production exceeded expectations, partly due to the recovery and processing of approximately 2,000 ounces of previously unrecovered gold confined within an electrowinning tank as part of a one-time efficiency improvement project. Strong gold production was further supported by the continued ramp-up of solution flow rates through the heap leach pads and the new carbon-in-column circuit commissioned in late 2024.
Cash costs and mine-site AISC during the quarter totaled $2,016 and $2,342 per ounce of gold sold, respectively. Total AISC for the quarter was $2,446 per ounce of gold sold.
ADVANCED DEVELOPMENT PROJECTS
DeLamar Project
Engineering
The feasibility study at the DeLamar Project ("DeLamar") continued to make progress in Q1 2025.
Permitting
Integra submitted its revised Mine Plan of Operations ("MPO") to the U.S. Bureau of Land Management ("BLM") for the DeLamar Project in late March 2025.
The submission of the updated MPO to the BLM initiates the pathway to the issuance of a Notice of Intent ("NOI"), which is a formal announcement of BLM's intent to prepare an Environmental Impact Statement ("EIS") to evaluate the potential environmental effects of the proposed action. The NOI is followed by a - 2 - scoping process which includes engagement with federal, state, and local agencies and the general public. Once the EIS is formally scoped, the BLM will conduct environmental impact analysis for the proposed action as well as reasonable alternatives to the proposed action. Through this alternatives evaluation process, refinements to the MPO may be identified that reduce environmental impacts. A Draft EIS ("DEIS") will publish the results of BLM's environmental analysis and will be open to public comment for a minimum of 45 days. Public comments on the DEIS will be addressed by the BLM in the Final EIS ("FEIS") and accompanying Record of Decision document, which may include BLM proposed measures to mitigate environmental impacts. The BLM's environmental analysis under the National Environmental Policy Act ("NEPA") (NOI to FEIS) is anticipated to span two years, and is a rigorous, transparent, and prescriptive permitting framework that guides federal review of mining projects on public lands. Federal permitting will be complemented by a host of equally robust permits from multiple Idaho state agencies that serve to protect the quality of Idaho's air, water, and land. Integra's updated MPO for DeLamar reflects a significantly optimized and environmentally enhanced mine plan, including a more compact project footprint and design modifications aimed at reducing projected carbon emissions and water usage. These improvements were developed through extensive technical analysis, stakeholder engagement, and a focus on the integration of modern sustainable mining practices.
2025 OUTLOOK
Corporate
The Company announced the appointment of Dale Kerner as Vice President Permitting on February 20, 2025, Clifford Lafleur as Chief Operating Officer on March 25, 2025 and Sean Deissner on March 28, 2025 as Vice President Finance. These additions will strengthen Integra's operating and development team as we transition into a growth-focused precious metals producer.
Florida Canyon Mine
The Company intends to provide annual 2025 operating and cost guidance in Q2 2025.
Florida Canyon Mine ("Florida Canyon") is continuing to ramp up solution flow through its new Carbon-in-Column facility, which was commissioned in late 2024.
Several mine optimization studies continue to progress at Florida Canyon, some of which are expected to be completed in the first half of 2025, while others will continue throughout 2025. One of the optimization studies in-progress is the review of the mobile equipment fleet, which will require planned component replacements in 2025 and 2026. Other optimization studies are evaluating several components of the mining operation itself, including metallurgy and gold recovery, mine sequencing, and pit slope/geotechnical studies, which are aimed at reducing future waste stripping campaigns.
2025 sustaining capital expenditures include the projected $12 million expansion of the South Heap Leach Pad Phase III-b scheduled to begin in the second quarter of 2025 and to be completed in the third quarter of 2025. As previously noted, capital for the mobile equipment fleet upgrades and servicing will also be reflected in sustaining capital for the remaining quarters in 2025. Integra will provide further details on these capital expenditures as part of formal guidance to be published prior to the release of second quarter 2025 results.
In May 2025, Integra initiated a 10,000 meter reverse circulation drill program focused on near-mine gold exploration targets identified at Florida Canyon, designed to support oxide gold mineral reserve and resource growth and mine life extension. The drill program has a budget of $1.5 million and is expected to conclude in the third quarter of 2025, with initial results expected to be released during the summer months of 2025. The drill program will support a gold mineral resource and reserve update, and a revised life-of-mine plan expected in early 2026.
DeLamar Project
One of the Company's strategic goals is to advance and de-risk the DeLamar Project, at a crucial time when accelerated regulatory permitting and development initiatives are being established in the United States administration, at both the federal and state levels.
The Company submitted its revised MPO on March 28, 2025 and anticipates advancing to the NEPA process before the end of the year.
The Company expects to publish the results of a feasibility study for DeLamar in H2 2025. The feasibility study contemplates an open-pit heap leach operation.
Nevada North Project
The Company is actively assessing initiatives to speed-up and de-risk the permitting process at Nevada North.
The Environmental Assessment for the Wildcat Exploration Plan of Operations was completed in 2024. The subsequent Finding of No Significant Impact and the Decision Record are still pending but are anticipated to be received in mid-2025.
The Company anticipates completing a metallurgical testing program in H2 2025 and commencing a geochemistry program in Q2 2025.
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 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
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 Imlay, 9 miles northeast, Winnemucca, 40 miles northeast, and Lovelock, 33 miles southwest. Access is reliable via the Interstate year around.
The bulk of the information in this section is derived from the NI 43-101 technical report entitled: "NI 43-101 Technical Report, Florida Canyon Gold Mine, Pershing County, Nevada, USA" dated July 11, 2024, with an effective date of June 28, 2024 ("Florida Canyon Report"). The Florida Canyon Report is available for review under the Company's issuer profile on SEDAR+ at www.sedarplus.ca*.*
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.
The Florida Canyon Mine is a conventional open pit hard rock gold and silver mining operation that uses conventional heap leach processing. Ore either goes through a two-stage crushing circuit for higher grade material, or is placed directly on the heap leach pad as ROM for lower grade material. 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.
Mineral Resources and Reserves
Florida Canyon Mine Mineral Reserve Estimate
Notes:
Mineral reserves estimate has been converted into metric tonnes from short tons using a factor of 0.9072.
Mineral reserves are reported at the point of delivery to the process plant, using the 2014 CIM Definition Standards, with an effective date of December 31, 2024. The qualified person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") for the estimate is Ms. Terre Lane, MMSA, a Global Resource Engineering, Ltd. employee.
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 $2.74/t mined in-situ and $2.08/t mined fill; processing cost of $4.97/t processed for oxide crushed material and $2.67/t for oxide ROM material; G&A costs of $1.20/t 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.
Mineral reserves are reported at a cut-off grade ranging from 0.13 g/t to 0.20 g/t.
Mineral reserves include a stockpile of 1,934 kt at an average grade of 0.19 g/t and total contained gold of 11.57 koz.
Mineral reserves include heap leach inventory of 3,548 kt at an average grade of 0.29 g/t and total contained gold of 32.58 koz.
Numbers have been rounded and may not sum.
Florida Canyon Mine Mineral Resource Estimate
Notes:
Mineral resources estimate has been converted into metric tonnes from short tons using a factor of 0.9072.
Mineral resources are reported, using the 2014 CIM Definition Standards, with an effective date of December 31, 2024. The qualified person as defined under NI 43-101 for the estimate is Ms. Terre Lane, MMSA, a Global Resource Engineering, Ltd. employee.
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.
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 $2.74/t mined in-situ and $2.08/t mined fill; processing cost of $4.97/t processed for oxide crushed material and $2.67/t processed for oxide ROM material; processing cost of $23.15/t processed for sulfide material; general and administrative costs of $1.20/t 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°.
Mineral resources are reported at a cut-off grade ranging from 0.13 g/t to 0.20 g/t for oxides and is 0.56 g/t for sulfides.
Mineral resources include a stockpile of 1,934 kt at an average grade of 0.19 g/t and total contained gold of 11.57 koz.
Mineral resources include heap leach inventory of 3,548 kt at an average grade of 0.29 g/t and total contained gold of 32.58 koz.
Numbers have been rounded and may not sum.
The Florida Canyon Mine mineral resources are inclusive of the mineral reserves discussed above. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
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 NI 43-101 technical report entitled: "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*.*
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 in the PFS 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.
Notes:
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.
Thomas L. Dyer, P.E. for 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.
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.
Reserves are reported using block value cutoff grades representing the cost of processing:
Florida Mountain oxide leach cutoff grade value of $3.55/t.
Florida Mountain mixed leach cutoff grade value of $4.20/t.
Florida Mountain non-oxide mill cutoff grade value of $10.35/t.
DeLamar oxide leach cutoff grade value of $3.65/t
DeLamar mixed leach cutoff grade value of $4.65/t.
DeLamar non-oxide mill cutoff grade value of $15.00/t.
The mineral reserves point of reference is the point where is material is fed into the crusher.
The effective date of the mineral reserves estimate is January 24, 2022.
All ounces reported herein represent troy ounces, "g Au/t" represents grams per gold tonne and "g Ag/t" represents grams per silver tonne.
Columns may not sum due to rounding.
The estimate of mineral reserves may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
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.
Notes:
Mineral resources that are not mineral reserves do not have demonstrated economic viability.
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.
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.
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.
The mineral resources are constrained by pit optimizations.
Gold equivalent grades were calculated using the metal prices and recoveries presented in Table 14.18 and Table 14.19.
Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grades, and contained metal content.
The effective date of the mineral resources is August 25, 2023.
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.
Nevada North Project, Nevada
The bulk of the information in this section is derived from the NI 43-101 technical report entitled: "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 (gold equivalent using 77.7:1 Au/Ag ratio) 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
• 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.
Notes:
Mineral resources that are not mineral reserves do not have demonstrated economic viability.
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.
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.
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.
Rounding as required by reporting guidelines may result in apparent discrepancies between tonnes, grades, and contained metal content.
The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
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*.*
BlackSheep District, Idaho
On February 14, 2019, Integra announced the acquisition of concessions which contain 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. E. Jeff Hedenquist and Dr. Richard Sillitoe. Dr. Sillitoe and Dr. Hedenquist, along with Integra's exploration team led by Dr. E. 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.
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.
Red Canyon Property, Nevada
The Red Canyon property ("Red Canyon") 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 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 the Company has identified 10 drill-ready targets.
Ocelot Property, Nevada
The Ocelot property (historically known as Zeno) ("Ocelot") is located within the Shoshone Mountains in Nevada, 57km southwest from the world class gold deposits at Pipeline/Cortez. The 3,515-acre land package consists of 172 unpatented claims on publicly owned lands administered by the BLM. Mineralization at Ocelot is strongly representative of a low sulfidation epithermal gold/silver 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 gold, silver, mercury, 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 parts per billion gold. Historical shallow drilling reported intersections up to 0.01 opt gold associated with micro breccia veinlets.
Marr Property, Nevada
The Marr property ("Marr") 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 BLM. Mineralization at Marr is believed to be a low sulfidation, epithermal gold/silver 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 gold and pathfinder elements in high-level quartz-chalcedony veins with boiling textures are common.
Eden Property, Nevada
The Eden property ("Eden") 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 BLM. Mineralization at Eden represents a low sulfidation, epithermal gold/silver 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".
Dune Property, Nevada
The Dune property ("Dune") 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 BLM. Mineralization at Dune consists of low sulfidation, epithermal gold-silver typical of significant economic gold-silver 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 Dune property is covered by quaternary gravels.
Cerro Colorado Property, Arizona
The Cerro Colorado property ("Cerro Colorado") 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 silver-gold (±Copper)-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 silver-gold veins and associated deeper porphyry copper systems upright and intact below older volcanic rocks.
The Company announced in June 2024 an Option Agreement between Millennial Silver Nevada ("MSN") and Green Light Metals Inc. ("Green Light") regarding the Cerro Colorado Property. Pursuant to the terms of the Option Agreement, MSN granted Green Light an exclusive option to purchase its interests in Millennial Arizona for a period of 12 months.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
| (US$000s) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Current assets | 115,004 | 114,545 |
| Non-current assets | 125,644 | 122,539 |
| Debt | 19,080 | 16,707 |
| Other current liabilities | 32,117 | 33,435 |
| Non-current liabilities | 57,582 | 56,387 |
| Working capital^1^ | 63,807 | 64,403 |
^1^^^Non-IFRS Measure; please see "Non-IFRS Measures" section.
As at March 31, 2025, current assets increased compared to December 31, 2024 mostly due to a cash increase from the operating income and increase in receivable and prepaid expenses, offset by lower inventory amounts held at the end of the quarter. Non-current assets increased primarily due to capital expenditures at the Florida Canyon Mine.
As at March 31, 2025, debt increased compared to December 31, 2024 mainly due to an increase in fair value of the derivative component of the convertible debt facility, offset by a decrease in accounts payable. Non-current liabilities increased mainly due to accretion and changes in discount rate in reclamation and remediation liabilities.
SUMMARY OF QUARTERLY RESULTS
The following table presents selected quarterly financial information and operating highlights for each of the eight most recent quarters:
| (US$000s) | Revenue | Net income (loss) | Net income (loss) per share | ||
|---|---|---|---|---|---|
| March 31, 2025 | 57,025 | 983 | 0.01 | ||
| December 31, 2024 | 30,350 | 9,531 | 0.07 | ||
| September 30, 2024 | Nil | (6,761 | ) | (0.08 | ) |
| June 30, 2024 | Nil | (6,776 | ) | (0.07 | ) |
| March 31, 2024 | Nil | (5,495 | ) | (0.08 | ) |
| December 31, 2023 | Nil | (6,996 | ) | (0.10 | ) |
| September 30, 2023 | Nil | (8,073 | ) | (0.12 | ) |
| June 30, 2023 | Nil | (7,303 | ) | (0.11 | ) |
The net loss for all quarters prior to the fourth quarter of 2024 ("Q4 2024") was mostly driven by exploration and evaluation expenses, corporate general and administrative expenses (such as compensation, corporate development and marketing, office and administration, professional, and regulatory fees), and share-based compensation expenses (non-cash item), partly offset by interest and rent income. The Company became a gold producer following the acquisition of Florida Canyon Mine on November 8, 2024, with revenue from gold sales starting in Q4 2024.
DISCUSSION OF FINANCIAL RESULTS
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (US$000s) | 2025 | 2024^1^ | ||
| Revenues | 57,025 | - | ||
| Cost of sales | ||||
| Production costs | (34,482 | ) | - | |
| Depreciation, depletion and amortization | (3,327 | ) | - | |
| Royalties | (3,732 | ) | - | |
| Total cost of sales | (41,541 | ) | - | |
| Gross profit | 15,484 | - | ||
| Exploration and evaluation expenses | (2,304 | ) | (3,309 | ) |
| General and administrative expenses | (1,674 | ) | (1,202 | ) |
| Depreciation | (205 | ) | (241 | ) |
| Share-based compensation | (351 | ) | (444 | ) |
| Profit (loss) from operations | 10,950 | (5,196 | ) | |
| Net finance expenses | (1,136 | ) | (635 | ) |
| (Loss) gain on derivatives | (3,083 | ) | 482 | |
| Other expenses | (2,324 | ) | (146 | ) |
| Income (loss) before income taxes | 4,407 | (5,495 | ) | |
| Income tax expense | (3,424 | ) | - | |
| Net income (loss) | 983 | (5,495 | ) |
^1^The Company acquired the Florida Canyon Mine on November 8, 2024, hence did not have revenue in the comparative period.
Financial results for the three months ended March 31, 2025
Revenues
For the three months ended March 31, 2025, a total of 19,540 gold ounces were sold from the Florida Canyon Mine at an average realized price of $2,888 per ounce, generating total revenue of $57.0 million.
Cost of sales
For the three months ended March 31, 2025, the cost of sales totaled $41.5 million, including $3.3 million in depreciation, depletion and amortization expense for the period.
Exploration and evaluation expenses
During the three months ended March 31, 2025, exploration and evaluation expenses were $2.3 million, a decrease of $1.0 million compared to $3.3 million in the same period of 2024. The decrease was primarily due to higher spending on technical and engineering reports, development work and metallurgy test work at the DeLamar Project in 2024.
General and administrative expenses
The Company incurred $1.7 million in general and administrative expense ("G&A") during the three months ended March 31, 2025 (March 31, 2024 - $1.2 million), increased by $0.5 million, The increase was mainly due to a $0.2 million increase in compensation and benefits and a $0.1 million increase in IT expenditures, as a result of the acquisition of Florida Canyon Gold Inc. ("FCGI").
Share-based compensation
During the three months ended March 31, 2025, the Company recognized $0.4 million share-based compensation expense, compared to $0.4 million in the same period of 2024. The decrease was due to the timing of vesting of equity incentive awards granted and the share price on the grant dates from 2018 to 2025.
(Loss) gain on derivatives
Loss on derivatives was $3.1 million during the three months ended March 31, 2025, compared to a gain of $0.5 million in the same period of 2024. This change was primarily driven by a $2.2 million loss related to the fair value of the derivative component of the convertible debt facility, reflecting the increase in the Company's share price. In addition, a $0.9 million loss was recognized on gold put options entered into in 2024 as part of a strategy to manage gold price fluctuations in 2025 (see section "Financial Instruments" of this MD&A).
Net finance expenses
Net finance expenses were $1.1 million during the three months ended March 31, 2025, compared to $0.6 million in the same period of 2024. The increase of $0.5 million was mainly driven by a $0.4 million increase in reclamation accretion from the acquisition of the Florida Canyon Mine in Q4 2024.
Other expenses
Other expenses were $2.3 million during the three months ended March 31, 2025, compared to $0.1 million in the same period of 2024. The increase was primarily due to the remaining $2.1 million transaction and integration costs related to the acquisition of FCGI.
Income tax expense
Income tax expense for the three months ended March 31, 2025 was $3.4 million, which resulted from the earnings generated by the Florida Canyon Mine, which was acquired on November 8, 2024.
LIQUIDITY AND CAPITAL RESOURCES
The Company began generating revenue in Q4 2024 following the acquisition of a producing gold mine, the Florida Canyon Mine. Management believes that the Company's liquidity as of the date of this MD&A, combined with future revenues and access to the undrawn $5.0 million convertible debt facility, will be sufficient to fund its operating activities, capital expenditures, and general corporate needs. The Company actively manages its liquidity using budgeting based on expected cash flows to ensure there are appropriate funds for meeting short-term obligations. The Company also protected its 2025 cash flows by hedging 75% of its 2025 production through put options at $2,400/oz (see section "Financial Instruments" of this MD&A).
As at March 31, 2025, the Company had cash and cash equivalents of $61.1 million and a working capital of $63.8 million, compared to cash and cash equivalents of $52.2 million and a working capital of $64.4 million at December 31, 2024.
As at March 31, 2025, the Company had a convertible debt facility of $19.0 million (December 31, 2024 - $16.6 million), maturing in July 2027.
Cash flows
During the three months ended March 31, 2025, net cash provided by operating activities was $16.1 million, an increase of $22.9 million compared to $6.8 million used in the same period of 2024. The increase was mainly due to income generated from the Florida Canyon Mine and changes in working capital.
During the three months ended March 31, 2025, net cash used in investing activities was $4.3 million, which includes capital expenditure of $3.9 million, compared to net cash provided by investing activities of $4.5 million in the same period of 2024, primarily from $4.9 million proceeds from sale of net smelter return on DeLamar to Wheaton Precious Metals Corp.
During the three months ended March 31, 2025, net cash used in financing activities was $2.8 million, mainly due to principal lease payments of $2.3 million, compared to net cash provided by financing activities of $10.1 million in the same period of 2024, primarily from net proceeds of $10.3 million from equity financing.
OFF-BALANCE SHEET ARRANGEMENTS
At March 31, 2025, the Company had no material off-balance sheet arrangements requiring disclosure under this section.
RELATED PARTY TRANSACTIONS
The Company's related parties include its subsidiaries, and key management personnel, which primarily consists of short-term employee benefits and share-based compensation. There were no transactions with related parties outside of the ordinary course of business during the three months ended March 31, 2025.
FINANCIAL INSTRUMENTS
Derivative contract options
In December 2024, the Company purchased put options (derivative contracts) to manage exposure to gold price fluctuations. The options cover 32,400 ounces of forecast gold production at the Florida Canyon Mine, distributed equally from January 2025 to December 2025, with a strike price of $2,400 per ounce. As of March 31, 2025, the Company has paid the up-front premium of $1.1 million (December 31, 2024 - $0.8 million). These derivatives assets will be fair valued on market-to-market basis at the end of each reporting period using quoted observable inputs. During the three months ended March 31, 2025, an unrealized loss of $0.9 million was recognized under (loss) gain on derivative in the condensed interim consolidated statements of income (loss) and comprehensive income (loss), with a corresponding to the derivative assets.
A detailed description of risk management, financial instruments and their fair value is included in the condensed interim consolidated statements of income (loss) and comprehensive income (loss) for the three months ended March 31, 2025 and 2024.
CHANGES IN ACCOUNTING POLICIES
The Company's material accounting policies, including any changes in accounting policies, are described in note 2 of the Company's audited consolidated financial statements for the years ended December 31, 2024 and 2023.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the condensed interim consolidated financial statements requires management to make accounting estimates, judgments and assumptions that affect the amount reported in the consolidated financial statement and accompanying notes. Actual results may vary from these estimates. Estimates and underlying assumption are reviewed at each period end. Revision to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
For further information on the Company's significant accounting estimates and judgement, refer to note 3 of the Company's audited consolidated financial statements for the years ended December 31, 2024 and 2023.
EVENTS AFTER THE REPORTING PERIOD
Subsequent to the quarter, the Company issued 290,000 common shares for warrants exercised at the exercise price of CA$1.20 per share for gross proceeds of CA $0.3 million ($0.3 million).
NON-IFRS MEASURES
The Company provides certain non-IFRS measures as supplementary information that management believes may be useful to investors to explain the Company's financial results.
Average realized gold per ounce is calculated by dividing the Company's gross revenue from gold less silver sales for the relevant period by the gold sold, respectively. The Company believes the measure is useful in understanding the metal prices realized by the Company throughout the period.
"Cash cost per gold ounce sold" is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. The Company reports cash cost per ounce on a sales basis. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it 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. This measure, along with sales, are considered to be key indicators of a Company's ability to generate operating profits and cash flow from its mining operations.
Cash cost per gold ounce sold figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is considered the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies.
The Company has provided "AISC" performance measure that reflects all the expenditures that required to produce an ounce of gold from operations at the Florida Canyon Mine. The World Gold Council definition of AISC seeks to extend the definition of cash cost by adding site general and administrative costs, reclamation and remediation costs (including accretion and amortization), exploration and study costs (capital and expensed), capitalized stripping costs and sustaining capital expenditures and represents the total costs of producing gold from current operations. AISC excludes income tax payments, interest costs, costs related to business acquisitions and items needed to normalize profits. Consequently, this measure is not representative of all of the Company's cash expenditures. In addition, the calculation of AISC does not include depreciation expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of the Company's overall profitability.
"Adjusted net income (loss)" exclude a number of temporary or one-time items, which management believes not to be reflective of the underlying operations of the Company, including the impacts of: unrealized losses (gains) on derivatives, losses (gains) on disposal of assets, and other unusual or non-recurring items. The adjusting items are adjusted on a pre-tax basis and therefore the tax effects, included in income tax expense, will be adjusted to ensure adjusted earnings reflect all adjustments net of their respective tax effects.
The Company has included "working capital" 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. 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 table reconciles revenue and gold sold during the period with average realized prices:
| Three months endedMarch 31, 2025 | |||
|---|---|---|---|
| Revenue | $000s | 57,025 | |
| Less: silver revenue | $000s | (595 | ) |
| Gold revenue | $000s | 56,430 | |
| Gold sold | oz | 19,540 | |
| Average realized gold price | $/oz | 2,888 |
The Company acquired the Florida Canyon Mine on November 8, 2024, hence did not have revenue and average realized gold price in the comparative period.
- The following tables provide reconciliations of cash cost per gold ounce sold and AISC per gold ounce for the Florida Canyon Mine:
| Three months endedMarch 31, 2025 | |||
|---|---|---|---|
| Gold sold | oz | 19,540 | |
| Production costs | $000s | 34,482 | |
| Royalties | $000s | 3,732 | |
| Add: fair value adjustment on acquired inventories sold | $000s | 1,770 | |
| Less: silver revenue | $000s | (595 | ) |
| Total cash cost | $000s | 39,389 | |
| Accretion and other expenses | $000s | 357 | |
| Lease payments | $000s | 2,234 | |
| Sustaining capital expenditures | $000s | 3,785 | |
| Mine-site AISC | $000s | 45,765 | |
| General and administrative expenses | $000s | 1,674 | |
| Share-based compensation | $000s | 351 | |
| Total AISC | $000s | 47,790 | |
| Total Cash cost per gold ounce sold | $/oz | 2,016 | |
| Mine-site AISC per gold ounce sold | $/oz | 2,342 | |
| Total AISC per gold ounce sold | $/oz | 2,446 |
The Company acquired the Florida Canyon Mine on November 8, 2024, hence did not have cash cost per ounce and AISC per ounce in the comparative period.
- Adjusted net income (loss) excludes a number of temporary or one-time items detailed in the following table:
| Three months ended March 31, | |||||
|---|---|---|---|---|---|
| (in 000s, except share and per share amounts) | 2025 | 2024 | |||
| Net income (loss) | 983 | $ | (5,495 | ) | |
| Add back: | |||||
| Fair value adjustment on acquired inventories sold | (1,770 | ) | — | ||
| Transaction and integration costs on the acquisition of FCGI | 2,095 | — | |||
| Unrealized loss (gain) on derivatives | 3,083 | (482 | ) | ||
| Loss (gain) on disposal of assets | 36 | (62 | ) | ||
| Deferred tax expense | 7 | — | |||
| Adjusted net income (loss) | 4,434 | (6,039 | ) | ||
| Weighted average number of common shares outstanding, basic | 168,710,837 | 73,134,556 | |||
| Adjusted income (loss) per share | 0. 03 | (0.08 | ) |
All values are in US Dollars.
- The following table summarizes working capital reconciliation:
| (in 000s) | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| Current assets | 115,004 | $ | 114,545 |
| Less: Current liabilities | 51,197 | 50,142 | |
| Working capital | 63,807 | $ | 64,403 |
All values are in US Dollars.
OUTSTANDING SHARE DATA
| As at May 14, 2025 | |
|---|---|
| Common Shares | 169,001,790 |
| Stock Options^1^ | 3,785,438 |
| Restricted Share Units | 2,246,125 |
| Deferred Share Units | 996,836 |
| Warrants | 8,015,374 |
| Issued and outstanding common shares (fully diluted) | 184,045,563 |
^1^Includes 3,756,288 options exercisable for one (1) Integra share and 624,452 options exercisable for 0.0467 Integra Share.
RISK 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 Annual Information Form for the fiscal year ended December 31, 2024, dated March 26, 2025 and available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca or EDGAR at www.sec.gov.
CAUTIONARY NOTE TO US INVESTORS WITH RESPECT TO MINERAL RESOURCES
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.
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 NI43-101.
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 considering 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 the mining industry, financial reporting and accounting, mergers and acquisitions, government relations, technical mining and operations, environmental considerations, stakeholder engagement, communication and investor relations, human resources, governance, and risk. 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 March 31, 2025 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.
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 March 31, 2025 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 control of the Company during the three months ended March 31, 2025 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 applicable 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. 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 the Florida Canyon Mine; expectations and timing related to guidance on the Florida Canyon Mine; 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, 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 permitting, optimization and 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; relationships with local communities; 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.
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 continue to render the Projects economic, as applicable; 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; risks related to local communities; 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 Information Form dated March 26, 2025 for the fiscal year ended December 31, 2024, which is available on the SEDAR+ issuer profile for the Company at www.sedarplus.ca and on the EDGAR issuer profile for the Company at www.sec.gov*.*
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.
MANAGEMENT'S RESPONSIBILITY
Management is responsible for all information contained in this MD&A. The condensed interim 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 condensed interim consolidated financial statements in all material aspects.
Management maintains internal control to provide reasonable assurance that financial information is reliable and accurate, and assets are safeguarded.
The Audit Committee has reviewed the condensed interim consolidated financial statements with management. The Board of Directors has approved these condensed interim consolidated financial statements on the recommendation of the Audit Committee.
George Salamis
Chief Executive Officer
May 14, 2025
Integra Resources Corp.: Exhibit 99.2 - Filed by newsfilecorp.com
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements have been prepared by and are the responsibility of management. The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Public Company Accounting Oversight Board (United States).
| INTEGRA RESOURCES CORP. | |||||||
|---|---|---|---|---|---|---|---|
| CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | |||||||
| (in thousands of United States dollars) | |||||||
| Note | March 31, 2025 | December 31, 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | $ | 61,116 | $ | 52,190 | |||
| Receivables and prepaid expenses | 3 | 4,718 | 3,213 | ||||
| Inventories | 5 | 48,540 | 58,020 | ||||
| Derivative assets | 21 | 59 | 551 | ||||
| Marketable securities | 363 | 363 | |||||
| Prepaid income tax | 208 | 208 | |||||
| Total current assets | 115,004 | 114,545 | |||||
| Non-current assets | |||||||
| Mineral properties, plant and equipment | 6 | 48,907 | 46,841 | ||||
| Exploration and evaluation assets | 7 | 59,354 | 58,278 | ||||
| Restricted cash | 4 | 15,246 | 15,288 | ||||
| Deferred income taxes | 1,562 | 1,569 | |||||
| Other non-current assets | 575 | 563 | |||||
| Total assets | $ | 240,648 | $ | 237,084 | |||
| LIABILITIES | |||||||
| Current liabilities | |||||||
| Trade and other payables | 8 | $ | 17,886 | $ | 19,919 | ||
| Current income tax liabilities | 8,257 | 6,482 | |||||
| Debt | 9 | 19,080 | 16,707 | ||||
| Current portion of lease liabilities | 10 | 4,032 | 5,237 | ||||
| Current portion of reclamation and remediation liabilities | 11 | 1,851 | 1,615 | ||||
| Other current liabilities | 91 | 182 | |||||
| Total current liabilities | 51,197 | 50,142 | |||||
| Non-current liabilities | |||||||
| Lease liabilities | 10 | 2,542 | 3,475 | ||||
| Reclamation and remediation liabilities | 11 | 55,040 | 52,912 | ||||
| Total liabilities | 108,779 | 106,529 | |||||
| SHAREHOLDERS' EQUITY | |||||||
| Share capital | 12 | 257,490 | 257,481 | ||||
| Contributed surplus | 10,217 | 9,895 | |||||
| Accumulated other comprehensive income | 21,775 | 21,775 | |||||
| Deficit | (157,613 | ) | (158,596 | ) | |||
| Total shareholders' equity | 131,869 | 130,555 | |||||
| Total liabilities and shareholders' equity | $ | 240,648 | $ | 237,084 |
Contingencies (note 22)
Events after reporting period (note 23)
Approved by the Board of Directors
| /s/ Anna Ladd-Kruger, Director | /s/ Janet Yang, Director |
|---|
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| INTEGRA RESOURCES CORP. | |||||||
|---|---|---|---|---|---|---|---|
| CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | |||||||
| (in thousands of United States dollars, except for shares and per share amounts) | |||||||
| Three months ended March 31, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Note | 2025 | 2024 | |||||
| Revenues | 13 | $ | 57,025 | $ | - | ||
| Cost of sales | |||||||
| Production costs | 14 | (34,482 | ) | - | |||
| Depreciation, depletion and amortization | (3,327 | ) | - | ||||
| Royalties | (3,732 | ) | - | ||||
| Total cost of sales | (41,541 | ) | - | ||||
| Gross profit | 15,484 | - | |||||
| Exploration and evaluation expenses | 7 | (2,304 | ) | (3,309 | ) | ||
| General and administrative expenses | 16 | (1,674 | ) | (1,202 | ) | ||
| Depreciation | (205 | ) | (241 | ) | |||
| Share-based compensation | 12 | (351 | ) | (444 | ) | ||
| Profit (loss) from operations | 10,950 | (5,196 | ) | ||||
| Net finance expenses | 17 | (1,136 | ) | (635 | ) | ||
| (Loss) gain on derivatives | 9,21 | (3,083 | ) | 482 | |||
| Other expenses | 18 | (2,324 | ) | (146 | ) | ||
| 4,407 | (5,495 | ) | |||||
| Income tax expense | 19 | (3,424 | ) | - | |||
| Net income (loss) | $ | 983 | $ | (5,495 | ) | ||
| Other comprehensive income (loss) | |||||||
| Item that may be reclassified subsequently to net income (loss): | |||||||
| Foreign exchange translation difference | - | 44 | |||||
| Total comprehensive income (loss) | $ | 983 | $ | (5,451 | ) | ||
| Net income (loss) per share | |||||||
| Basic | $ | 0.01 | $ | (0.08 | ) | ||
| Diluted | $ | 0.01 | $ | (0.08 | ) | ||
| Weighted average number of common shares outstanding | |||||||
| Basic | 168,710,837 | 73,134,556 | |||||
| Diluted | 12 | 188,284,963 | 73,134,556 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| INTEGRA RESOURCES CORP. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY | |||||||||||||||
| (in thousands of United States dollars, except for number of shares) | |||||||||||||||
| Number of shares | Amount | Contributed <br>surplus | Accumulated other <br>comprehensive <br>income | Deficit | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2023 | 68,871,437 | $ | 176,942 | $ | 8,853 | $ | 3,820 | $ | (149,095 | ) | $ | 40,520 | |||
| Common shares issued in equity financings | 16,611,750 | 11,098 | - | - | - | 11,098 | |||||||||
| Common shares issued on property acquisition | 2,959,769 | 2,100 | - | - | - | 2,100 | |||||||||
| Share issue costs | - | (1,149 | ) | - | - | - | (1,149 | ) | |||||||
| Restricted share units vested, net of shares withheld to satisfy tax withholding | 15,746 | 28 | (32 | ) | - | - | (4 | ) | |||||||
| Restricted share units vested settlement in cash | - | - | (8 | ) | - | - | (8 | ) | |||||||
| Share-based compensation | - | - | 444 | - | - | 444 | |||||||||
| Net loss for the period | - | - | - | - | (5,495 | ) | (5,495 | ) | |||||||
| Foreign exchange translation difference | - | (4,309 | ) | - | 4,353 | - | 44 | ||||||||
| Balance, March 31, 2024 | 88,458,702 | $ | 184,710 | $ | 9,257 | $ | 8,173 | $ | (154,590 | ) | $ | 47,550 | |||
| Balance, December 31, 2024 | 168,707,653 | 257,481 | 9,895 | 21,775 | (158,596 | ) | 130,555 | ||||||||
| Restricted share units vested, net of shares withheld to satisfy tax withholding | 3,637 | 8 | (11 | ) | - | - | (3 | ) | |||||||
| Restricted share units vested settlement in cash | - | - | (18 | ) | - | - | (18 | ) | |||||||
| Warrants exercised | 500 | 1 | - | - | - | 1 | |||||||||
| Share-based compensation | - | - | 351 | - | - | 351 | |||||||||
| Net income for the period | - | - | - | - | 983 | 983 | |||||||||
| Balance, March 31, 2025 | 168,711,790 | $ | 257,490 | $ | 10,217 | $ | 21,775 | $ | (157,613 | ) | $ | 131,869 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| INTEGRA RESOURCES CORP. | |||||||
|---|---|---|---|---|---|---|---|
| CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
| (in thousands of United States dollars) | |||||||
| Three months ended March 31, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Note | 2025 | 2024 | |||||
| Operating activities | |||||||
| Net income (loss) | $ | 983 | $ | (5,495 | ) | ||
| Items not affecting cash: | |||||||
| Depreciation, depletion and amortization | 3,532 | 241 | |||||
| Finance expenses | 17 | 1,136 | 635 | ||||
| Loss (gain) on derivatives | 9,21 | 3,083 | (482 | ) | |||
| Deferred income tax | 7 | - | |||||
| Share-based compensation | 351 | 444 | |||||
| Change in estimate of reclamation costs at closed mines | 11 | 184 | - | ||||
| Reclamation paid | 11 | (281 | ) | (300 | ) | ||
| Income tax payable | 3,417 | - | |||||
| Other | (112 | ) | (48 | ) | |||
| 12,300 | (5,005 | ) | |||||
| Changes in working capital | |||||||
| Trade and other receivables | 177 | (5 | ) | ||||
| Inventories | 8,478 | - | |||||
| Prepaid expenses and other assets | (1,803 | ) | 134 | ||||
| Trade and other payables | (3,420 | ) | (2,003 | ) | |||
| Interest received | 339 | 83 | |||||
| Net cash provided by (used in) operating activities | 16,071 | (6,796 | ) | ||||
| Investing activities | |||||||
| Expenditures on mineral properties, plant and equipment | (3,919 | ) | (33 | ) | |||
| Expenditures on exploration and evaluation assets | (162 | ) | (419 | ) | |||
| Proceeds from sale of net smelter royalty | 7 | - | 4,875 | ||||
| Purchase of derivative assets | 21 | (276 | ) | - | |||
| Other | 42 | 62 | |||||
| Net cash (used in) provided by investing activities | (4,315 | ) | 4,485 | ||||
| Financing activities | |||||||
| Proceeds from common shares issued | 12 | - | 11,098 | ||||
| Share issuance costs | 12 | - | (767 | ) | |||
| Lease payments | 10 | (2,336 | ) | (121 | ) | ||
| Interest paid | (399 | ) | (27 | ) | |||
| Other | (95 | ) | (69 | ) | |||
| Net cash (used in) provided by financing activities | (2,830 | ) | 10,114 | ||||
| Effects of exchange rate changes on cash and cash equivalents | - | 44 | |||||
| Net increase in cash and cash equivalents | 8,926 | 7,847 | |||||
| Cash and cash equivalents, beginning of period | 52,190 | 8,815 | |||||
| Cash and cash equivalents, end of period | $ | 61,116 | $ | 16,662 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
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.
On November 8, 2024, the Company acquired all of the outstanding common shares of Florida Canyon Gold Inc. ("FCGI"). Through the acquisition, the Company acquired the Florida Canyon mine. There have been no changes to the purchase price allocation or related acquisition accounting since the completion of the acquisition, as disclosed in note 5 of the audited consolidated financial statements for the year ended December 31, 2024.
In early 2025, the United States and Canadian governments announced new tariffs on imported goods, potentially causing economic uncertainty and market volatility. Management is actively assessing the situation and expects the impact on the Company to be minimal.
The Company is a growing precious metals producer focused on gold mining, mine development and mineral exploration activities in the Great Basin of the Western USA. As at March 31, 2025, the Company owned the producing Florida Canyon mine in Imlay, Nevada and two flagship development-stage heap leach projects: the past producing DeLamar Project in southwestern Idaho, and the Nevada North Project in western Nevada.
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" and on the NYSE American under the symbol "ITRG".
The Company's warrants trade on the TSX Venture under the symbol ITR.WT.
2 MATERIAL ACCOUNTING POLICIES
Basis of presentation and measurement
These condensed interim consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to interim financial reports, including International Accounting Standard 34 - Interim Financial Reporting. These condensed interim consolidated financial statements do not include all the information and note disclosures required by IFRS for annual financial statements and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS.
These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments which has been measured at fair value. All amounts are expressed in US dollars, unless otherwise noted. References to CA$ represent Canadian dollars.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
These condensed interim consolidated financial statements were approved by the Company's Board of Directors on May 14, 2025.
Material accounting policies
The accounting policies applied in these condensed interim consolidated financial statements, with the exception of the change in functional currency, are consistent with those applied in the annual audited consolidated financial statements for the year ended December 31, 2024.
In preparing these condensed interim consolidated financial statements, the significant judgment made in applying the Company's accounting policies and the key sources of estimation uncertainty are consistent with those disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024.
Change in functional currency
The functional currency is the currency of the primary economic environment in which an entity operates. The Company reassesses the functional currency of its entities if there is a change in events or conditions used to determine the primary economic environment.
Effective January 1, 2025, the Company reassessed the functional currency of it's parent entity following the acquisition of FCGI and its Florida Canyon mine. As a result of this acquisition, the Company determined that the functional currency of the parent entity had changed from Canadian dollars (CAD) to U.S. dollars (USD), as the majority of its revenues, expenses and cash flows are now primarily denominated in USD. The functional currency of the Company's other subsidiaries remains USD. This change was applied prospectively from January 1, 2025.
Pronouncements issued but not yet effective
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided ("management-defined performance measures"), IFRS 18 requires disclosure of the explanations around those measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements, nor will it impact which items are classified in other comprehensive income and how these items are classified. This standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard on its financial statements.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
IFRS 9 - Financial Instrument and IFRS 7 - Financial Instruments: Disclosure
In May 2024, the IASB issued amendments to the classification and measurement of financial instruments. These amendments updated classified and measurement requirements in IFRS 9 Financial Instrument and related disclosure requirement in IFRS 7 Financial Instruments: Disclosure. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance ("ESG")-linked features and other similar contingent features. The IASB also added disclosure requirements to provide additional transparency regarding equity investments designated at fair value through other comprehensive income and financial instruments with contingent features such as those related to ESG requirements. The amendments are effective for annual periods beginning on or after January 1, 2026 and is not expected to have a material impact on the Company.
3 RECEIVABLES AND PREPAID EXPENSES
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Prepaid insurance | $ | 1,850 | $ | 660 |
| Other prepaid expenses | 2,298 | 1,820 | ||
| Other receivables | 570 | 733 | ||
| $ | 4,718 | $ | 3,213 |
As of March 31, 2025, trade receivable was $nil. The Company does not have any significant balances that are past due nor any significant expected credit losses. The Company's credit risk is discussed in note 21.
4 RESTRICTED CASH
As at March 31, 2025, the Company had cash collateral of $11.4 million (December 31, 2024 - $11.4 million) for surety bonds issued to guarantee the reclamation and remediation obligation primarily for the Florida Canyon mine. The Company also had reclamation deposits of $3.6 million (December 31, 2024 - $3.6 million) held in trust as security to the United States Bureau of Land Management related to site closure obligation at the Florida Canyon mine and the Cerro Colorado project, and a security deposit of $0.3 million (December 31, 2024 - $0.4 million) for credit cards.
5 INVENTORIES
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Ore stockpiles | $ | 580 | $ | 674 |
| Work-in-process | 43,094 | 51,987 | ||
| Finished goods | 293 | 714 | ||
| Materials and supplies | 4,573 | 4,645 | ||
| $ | 48,540 | $ | 58,020 |
Cost of inventories recognized in cost of sales totaled $41.5 million for the three months ended March 31, 2025 (March 31, 2024 - $nil) and no inventory write-downs were recognized during either period. Inventories were all related to the Florida Canyon mine.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
6 MINERAL PROPERTIES, PLANT AND EQUIPMENT
| Plant and equipment | Mineral properties | Total | ||||||
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| As at December 31, 2023 | $ | 5,515 | $ | - | $ | 5,515 | ||
| Acquisition of FCGI | 40,584 | - | 40,584 | |||||
| Additions | 2,283 | 1,648 | 3,931 | |||||
| Revisions to reclamation obligation | - | 1,993 | 1,993 | |||||
| Disposals | (615 | ) | - | (615 | ) | |||
| Foreign exchange translation difference | (48 | ) | - | (48 | ) | |||
| As at December 31, 2024 | 47,719 | 3,641 | 51,360 | |||||
| Additions | 1,124 | 3,008 | 4,132 | |||||
| Revisions to reclamation obligation | - | 930 | 930 | |||||
| Disposals | (169 | ) | - | (169 | ) | |||
| Foreign exchange translation difference | - | - | - | |||||
| As at March 31, 2025 | $ | 48,674 | $ | 7,579 | $ | 56,253 | ||
| Accumulated depreciation, depletion, amortization | ||||||||
| As at December 31, 2023 | $ | 2,491 | $ | - | $ | 2,491 | ||
| Additions | 2,452 | - | 2,452 | |||||
| Disposals | (417 | ) | - | (417 | ) | |||
| Foreign exchange translation difference | (7 | ) | - | (7 | ) | |||
| As at December 31, 2024 | 4,519 | - | 4,519 | |||||
| Additions | 2,494 | 451 | 2,945 | |||||
| Disposals | (118 | ) | - | (118 | ) | |||
| Foreign exchange translation difference | - | - | - | |||||
| As at March 31, 2025 | $ | 6,895 | $ | 451 | $ | 7,346 | ||
| Net book value | ||||||||
| As at December 31, 2024 | $ | 43,200 | $ | 3,641 | $ | 46,841 | ||
| As at March 31, 2025 | $ | 41,779 | $ | 7,128 | $ | 48,907 | ||
| INTEGRA RESOURCES CORP. | ||||||||
| --- | ||||||||
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | ||||||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
7 EXPLORATION AND EVALUATION ASSETS
The following table provides a continuity schedule which details movements in exploration and evaluation assets:
| Idaho Properties | Nevada & Arizona Properties | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2023 | $ | 41,041 | $ | 27,361 | $ | 68,402 | |||
| Acquisition of Rich Gulch | 2,100 | - | 2,100 | ||||||
| Sale of royalty | (9,750 | ) | - | (9,750 | ) | ||||
| Revisions to reclamation obligation | (3,253 | ) | (30 | ) | (3,283 | ) | |||
| Legal and other acquisition costs | 408 | 52 | 460 | ||||||
| Land and option payments | 112 | 244 | 356 | ||||||
| Depreciation^1^ | (7 | ) | - | (7 | ) | ||||
| As at December 31, 2024 | 30,651 | 27,627 | 58,278 | ||||||
| Revisions to reclamation obligation | 913 | 3 | 916 | ||||||
| Land and option payments | 62 | 100 | 162 | ||||||
| Depreciation^1^ | (2 | ) | - | (2 | ) | ||||
| As at March 31, 2025 | $ | 31,624 | $ | 27,730 | $ | 59,354 |
^1^The Company capitalized deprecation expenses in the DeLamar property related to a staff house building.
The following table summarizes the exploration and evaluation expenses for the period:
| Three months ended March 31, 2025 | Idaho Properties | Nevada & Arizona Properties | Total | |||
|---|---|---|---|---|---|---|
| Site general and administrative expenses | $ | 443 | $ | 21 | $ | 464 |
| Exploration | 101 | 107 | 208 | |||
| Development work | 1,410 | 120 | 1,530 | |||
| Land compliance | 100 | 2 | 102 | |||
| Total | $ | 2,054 | $ | 250 | $ | 2,304 |
| Three months ended March 31, 2024 | Idaho Properties | Nevada & Arizona Properties | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Site general and administrative expenses | $ | 477 | $ | 35 | $ | 512 |
| Exploration | 159 | 96 | 255 | |||
| Development work | 2,157 | 201 | 2,358 | |||
| Land compliance | 163 | 21 | 184 | |||
| Total | $ | 2,956 | $ | 353 | $ | 3,309 |
| INTEGRA RESOURCES CORP. | ||||||
| --- | ||||||
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | ||||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
8 TRADE AND OTHER PAYABLES
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Trade payables | $ | 7,741 | $ | 9,510 |
| Accrued liabilities | 3,520 | 3,426 | ||
| Accrued employee payroll and benefits | 3,215 | 3,667 | ||
| Accrued other tax liabilities | 3,178 | 2,642 | ||
| Due to related parties | 232 | 674 | ||
| $ | 17,886 | $ | 19,919 |
9 DEBT
**** Debt is comprised of the following:
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Convertible facility -liability component | $ | 14,226 | $ | 13,963 |
| Convertible facility - derivative component | 4,793 | 2,611 | ||
| Equipment loans | 61 | 133 | ||
| Total debt | $ | 19,080 | $ | 16,707 |
Convertible debt facility
A summary of the changes in the convertible debt facility is as follows:
| Convertible facility - liability component | Convertible facility - derivative component | Total | ||||||
|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | $ | 10,028 | $ | 616 | $ | 10,644 | ||
| Additions | 3,936 | 1,064 | 5,000 | |||||
| Transaction costs | (452 | ) | - | (452 | ) | |||
| Accrued interest | 1,154 | - | 1,154 | |||||
| Accretion | 810 | - | 810 | |||||
| Change on debt modification | (1,513 | ) | - | (1,513 | ) | |||
| Change in fair value of derivative | - | 931 | 931 | |||||
| Balance, December 31, 2024 | 13,963 | 2,611 | 16,574 | |||||
| Accrued interest | 399 | - | 399 | |||||
| Accretion | 263 | - | 263 | |||||
| Interest payment | (399 | ) | - | (399 | ) | |||
| Change in fair value of derivative | - | 2,182 | 2,182 | |||||
| Balance, March 31, 2025 | $ | 14,226 | $ | 4,793 | $ | 19,019 | ||
| INTEGRA RESOURCES CORP. | ||||||||
| --- | ||||||||
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | ||||||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
On July 28, 2022, the Company executed a credit agreement with Beedie Investment Ltd. ("Lender"), for the issuance of a non-revolving term convertible debt facility ("Convertible Facility") in the principal amount up to $20.0 million. The agreement included an initial advance of $10.0 million, with another $10.0 million available to the Company in the form of drawdown tranches at a minimum of $2.5 million. The Convertible Facility is secured by the Company's material assets and guaranteed by the Company's subsidiaries.
The Convertible Facility matures on July 31, 2027, bears an interest rate of 9.25% per annum on the drawn amount and a standby fee of 2.00% per annum on the undrawn amounts. The conversion price is $1.22 per share.
As of March 31, 2025, the outstanding Convertible Facility balance was $15.0 million (December 31, 2024 - $15.0 million), with $5.0 million undrawn. Interest has being accrued until December 31, 2024, after which it becomes payable quarterly in either cash or shares at the Company's election. During the three months ended March 31, 2025, $0.4 million interest was paid in cash.
The Convertible Facility is classified as a current liability given that it is convertible at the Lender's option at any time prior to maturity. As of March 31, 2025, the Company was in compliance with all covenants. There have been no changes to the terms of the Convertible Facility since those disclosed in the audited consolidated financial statements for the year ended December 31, 2024.
As at March 31, 2025, the fair value of the derivative component was estimated at $4.8 million (December 31, 2024 - $2.6 million). The derivative component was valued using the Binomial Tree method with the following assumptions:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Maturity date | July 31, 2027 | July 31, 2027 |
| Risk-free rate | 4.00% | 4.39% |
| Share price | 1.24 | 0.86 |
| Expected volatility | 55.40% | 57.10% |
| Dividend yield | - | - |
| Annual interest rate | 9.25% | 9.25% |
| Conversion price (per share) | 1.22 | 1.22 |
| Conversion price cap^1^ | 1.83 | 1.83 |
| Credit spread | n/a | n/a |
^1^Under the Convertible Facility agreement, the Company has a one-time right to require the Lender to convert up to 50% of the outstanding principal into the Company's common shares if certain market conditions are met. Specifically, if the volume-weighted average price ("VWAP") of the Company's shares at market close remains at least 50% above the applicable conversion price for 30 consecutive trading days, the Company may elect this conversion, provided no event of default has occurred or is continuing.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
10 LEASE LIABILITIES
| Balance at December 31, 2023 | $ | 1,080 | |
|---|---|---|---|
| Addition from acquisition of FCGI | 9,196 | ||
| Change in estimates and modification | 595 | ||
| Payments | (2,341 | ) | |
| Interest | 221 | ||
| Adjustment on currency translation | (39 | ) | |
| Balance at December 31, 2024 | 8,712 | ||
| Payments | (2,336 | ) | |
| Interest | 198 | ||
| Balance at March 31, 2025 | $ | 6,574 | |
| Less current portion | 4,032 | ||
| Non-current portion | $ | 2,542 |
11 RECLAMATION AND REMEDIATION LIABILITIES
The Company's reclamation obligation relates to the restoration and closure of the Florida Canyon mine and other development projects. The reclamation provision has been calculated based on total estimated reclamation costs and discounted back to its present value. The discount rate and inflation rate are adjusted quarterly to reflect current market assessments. The Company reviews and, if necessary, adjusts provisions at each reporting date.
| Balance, December 31, 2023 | $ | 25,492 | |
|---|---|---|---|
| Acquisition of FCGI | 29,817 | ||
| Reclamation costs | (1,188 | ) | |
| Accretion | 1,217 | ||
| Change in estimates | (811 | ) | |
| Balance, December 31, 2024 | 54,527 | ||
| Reclamation costs | (281 | ) | |
| Accretion | 614 | ||
| Change in estimates^1^ | 2,031 | ||
| Balance, March 31, 2025 | 56,891 | ||
| Less: current portion | 1,851 | ||
| Non-current portion | $ | 55,040 |
^1.^ Includes $0.18 million revised estimated costs of a closed mine with a corresponding expense recorded in other expenses (note 18).
The Company expects these obligations to be settled between 2025 - 2100. The discount rates used in discounting the estimated reclamation and remediation obligation were between 4.10% and 4.40% (December 31, 2024 - 4.42% and 4.62%), and the inflation rate used was 2.12% (December 31, 2024 - between 2.00% and 2.12%).
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
12 SHARE CAPITAL
a) The Company is authorized to issue an unlimited number of common shares without par value. As at March 31, 2025, the number of total issued and outstanding common shares was 168,711,790 (December 31, 2024 - 168,707,653).
Issued share capital during the three months ended March 31, 2025
During the three months ended March 31, 2025, the Company issued 3,637 shares as a result of vested restricted share units ("RSU" or "RSUs") and issued 500 shares for warrants exercised at the exercise price of CA$1.20 per share for gross proceed of $417.
Issued share capital during the year ended December 31, 2024
On November 8, 2024, the Company acquired all outstanding shares of FCGI by issued 65,213,010 shares to former FCGI shareholders at a price of CA$1.55 ($1.11) for a total of $72.7 million.
On August 21, 2024, the Company completed a bought deal public offering, pursuant to which the Company issued a total of 14,900,000 units at a price of CA$1.35 ($0.99) per unit for aggregate gross proceeds of CA$20.0 million ($15.0 million). Shares were issued on November 8, 2024 upon the FCGI acquisition close. The Company paid $0.7 million in brokers' fee and $0.3 million for various other expenses (mostly legal and filing fees) in connection with the equity financings.
On March 13, 2024, the Company completed a bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units at a price of CA$0.90 ($0.67) per unit for aggregate gross proceeds of CA$15.0 million ($11.0 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 CA$1.20 ($0.89) for a period of 36 months from the closing of the offering. The Company paid $0.5 million in brokers' fee and $0.6 million for various other expenses (mostly legal and filing fees) in connection with the equity financings. The warrants were determined using the residual value method and no value was attributed to those warrants.
On March 8, 2024, the Company completed the acquisition of seventeen patented claims in the Rich Gulch area of the DeLamar Project (note 7). 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.
During the year ended December 31, 2024, the Company issued 151,687 common shares as a result of vested RSUs.
b) Share-based compensation
Stock options
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
The following table summarizes stock option activity for the Company:
| March 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Number of stock options | Weighted average exercise price | Number of stock options | Weighted average exercise price | |||||
| Balance, beginning of period | 2,624,370 | $ | 2.38 | 3,300,083 | $ | 3.06 | ||
| Granted | 1,654,481 | 1.02 | 92,301 | 2.24 | ||||
| Expired | (95,151 | ) | 2.66 | (637,507 | ) | 5.38 | ||
| Forfeited | (26,800 | ) | 4.76 | (130,507 | ) | 4.82 | ||
| Balance, end of period | 4,156,900 | $ | 1.82 | 2,624,370 | $ | 2.38 |
The following table summarizes information relating to stock options outstanding and exercisable as at March 31, 2025:
| Exercise price per <br>share | Number <br>outstanding | Weighted <br>average remaining contractual life (years) | Weighted <br>average exercise price | Options <br>exercisable | Weighted <br>average exercise <br>price | ||
|---|---|---|---|---|---|---|---|
| 0.95 - 1.05 | 2,965,786 | 4.23 | $ | 0.99 | 727,392 | $ | 1.02 |
| 1.06 - 3.05 | 529,640 | 3.92 | 1.48 | 185,575 | 1.69 | ||
| 3.06 - 6.05 | 501,228 | 1.54 | 4.73 | 501,228 | 4.73 | ||
| 6.06 - 12.38 | 160,246 | 0.74 | 8.96 | 160,246 | 8.96 | ||
| 0.95 - 12.38 | 4,156,900 | 3.73 | $ | 1.82 | 1,574,441 | $ | 3.09 |
On January 24, 2025, the Company granted a total of 1,362,415 options to certain employees, executives, directors and consultants at an exercise price of $0.96 (CA$1.37) per option, with expiry date January 24, 2030. 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 $0.5 million, to be amortized over the options' vesting period.
On March 27, 2025, the Company granted a total of 292,066 options to new executives at an exercise price of $1.33 (CA$1.91) per option, with expiry date March 27, 2030. 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 $0.2 million, to be amortized over the options' vesting period.
The following assumptions were used in the Black-Scholes valuation:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Expected annualized volatility | 52.61% - 52.73% | 60% |
| Risk free interest rate | 2.53% - 2.88% | 3.08% |
| Expected life | 3.5 yr | 2.25 yr |
| Expected dividends | - | - |
| Weighted average of strike price of options granted | $0.96- $1.33 | $1.11 |
During the three months ended March 31, 2025, the total share-based compensation expense related to stock options was $0.2 million (March 31, 2024 - $0.1 million).
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
Restricted share units
The following table summarizes the RSU activity for the Company:
| RSUs | Weighted average fair value | |||
|---|---|---|---|---|
| Balance as at December 31, 2023 | 1,165,119 | $ | 1.35 | |
| Settled | (301,103 | ) | 1.84 | |
| Deferred settlement | 38,225 | 1.84 | ||
| Forfeited | (67,166 | ) | 1.30 | |
| Balance as at December 31, 2024 | 835,075 | 1.06 | ||
| Granted | 1,584,744 | 1.02 | ||
| Settled | (36,624 | ) | 1.14 | |
| Deferred settlement | 12,500 | 1.14 | ||
| Forfeited | (145,092 | ) | 0.97 | |
| Balance at March 31, 2025 | 2,250,603 | $ | 1.02 |
On January 24, 2025, the Company granted a total of 1,306,184 RSUs to certain employees and executives.
On March 27, 2025, the Company granted a total of 278,560 RSUs to new executives.
During the three months ended March 31, 2025, the total share-based compensation expense related to RSUs was $0.1 million (March 31, 2024 - $0.2 million).
The Company may use a net withholding settlement feature for vested RSUs, where a portion of the vested RSUs can be withheld, to satisfy employee tax withholding obligations.
Deferred share units
The following table summarizes the **** deferred share units ("DSU" or "DSUs") **** activity for the Company:
| DSUs | Weighted average fair value | |||
|---|---|---|---|---|
| Balance as at December 31, 2023 | 732,475 | $ | 2.05 | |
| Granted | 145,783 | 0.83 | ||
| Cancelled | (123,893 | ) | 0.95 | |
| Settled | (56,829 | ) | 3.41 | |
| Balance at December 31, 2024 | 697,536 | 1.85 | ||
| Granted | 366,395 | 0.97 | ||
| Settled | (67,095 | ) | 3.19 | |
| Balance at March 31, 2025 | 996,836 | $ | 1.39 | |
| INTEGRA RESOURCES CORP. | ||||
| --- | ||||
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | ||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
On January 24, 2025, the Company granted a total of 348,726 DSUs to directors.
On March 31, 2025, the Company granted a total of 17,669 DSUs to certain directors in lieu of cash directors' fees.
During the three months ended March 31, 2025, the total share-based compensation expense related to DSUs was $0.1 million (March 31, 2024 - $0.1 million). As at March 31, 2025, there were 455,516 unvested DSUs (December 31, 2024 - 127,364).
Share purchase warrants
The following table summarizes the warrants activity for the Company:
| Warrants | Weighted average exercise price | |||
|---|---|---|---|---|
| Balance at December 31, 2023 | 2,015,122 | $ | 1.04 | |
| Issued | 8,305,874 | 0.89 | ||
| Expired | (2,015,122 | ) | 1.04 | |
| Balance at December 31, 2024 | 8,305,874 | 0.89 | ||
| Exercised | (500 | ) | 0.89 | |
| Balance at March 31, 2025 | 8,305,374 | $ | 0.89 |
c) Basic and diluted weighted average number of share outstanding
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Basic weighted average shares outstanding | 168,710,837 | 73,134,556 |
| Weighted average shares dilution adjustments: | ||
| Warrants | 2,368,823 | - |
| Stock options | 129,958 | - |
| RSUs | 2,250,603 | - |
| DSUs | 996,835 | - |
| Convertible debt facility | 13,827,907 | - |
| Diluted weighted average shares outstanding | 188,284,963 | 73,134,556 |
Potential ordinary shares arising from warrants, stock options, RSUs, DSUs and convertible debt facility are not included in the calculation of diluted shares as of March 31, 2024 because their effect would have been anti-dilutive.
13 REVENUE
| INTEGRA RESOURCES CORP. | ||||
|---|---|---|---|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | ||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) | ||||
| Three months ended March 31, | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Gold | $ | 56,430 | $ | - |
| Silver | 595 | - | ||
| Revenue | $ | 57,025 | $ | - |
14 PRODUCTION COSTS
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Mining | $ | 13,071 | $ | - |
| Crushing and processing | 9,665 | - | ||
| Mine general and administrative | 4,600 | - | ||
| Refining and desorption | 155 | - | ||
| Change in mineral inventories | 6,991 | - | ||
| $ | 34,482 | $ | - |
Mine general and administrative includes property tax and surety bond fees.
15 SEGMENT INFORMATION
Operating segments are those operations whose operating results are reviewed by the chief operating decision-maker, being the Company's Chief Executive Officer, to make decisions about resources to be allocated to the segments and assess their performance, provided those operations meet certain quantitative thresholds, or are deemed significant. The Company's operating segments have been identified as the Company's individual operating mine and significant development projects. As a result of the acquisition of FCGI, the Company has recognized the Florida Canyon mine as an operating segment. The Company operates in the mining industry and its principal product is refined gold. During the three months ended March 31, 2025, the Company had two customers that accounted for more than 99% of the Company's total sales. The Company's revenue was generated on the sale of refined gold and silver originating from the United States.
The following tables summarize segment information of the Company:
| INTEGRA RESOURCES CORP. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) | |||||||||||||||
| Three months ended March 31, 2025 | Florida Canyon mine | DeLamar | Nevada North and other development projects | Corporate <br>and other | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenues | $ | 57,025 | $ | - | $ | - | $ | - | $ | 57,025 | |||||
| Production costs | (34,482 | ) | - | - | - | (34,482 | ) | ||||||||
| Depreciation, depletion and amortization | (3,327 | ) | - | - | - | (3,327 | ) | ||||||||
| Royalties | (3,732 | ) | - | - | - | (3,732 | ) | ||||||||
| Total cost of sales | (41,541 | ) | - | - | - | (41,541 | ) | ||||||||
| Gross profit | 15,484 | - | - | - | 15,484 | ||||||||||
| Exploration and evaluation expenses | - | (2,054 | ) | (250 | ) | - | (2,304 | ) | |||||||
| General and administrative expenses | 11 | - | - | (1,685 | ) | (1,674 | ) | ||||||||
| Depreciation | - | (140 | ) | (42 | ) | (23 | ) | (205 | ) | ||||||
| Share-based compensation | - | - | - | (351 | ) | (351 | ) | ||||||||
| Income (loss) from operations | $ | 15,495 | $ | (2,194 | ) | $ | (292 | ) | $ | (2,059 | ) | $ | 10,950 | ||
| Capital expenditures and capitalized land related payments | $ | 3,785 | $ | 196 | $ | 100 | $ | - | $ | 4,081 | |||||
| Three months ended March 31, 2024 | DeLamar | Nevada North and other development projects | Corporate <br>and other | Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Revenues | $ | - | $ | - | $ | - | $ | - | |||||||
| Production costs | - | - | - | - | |||||||||||
| Depreciation, depletion and amortization | - | - | - | - | |||||||||||
| Total cost of sales | - | - | - | - | |||||||||||
| Gross profit | - | - | - | - | |||||||||||
| Exploration and evaluation expenses | (2,956 | ) | (353 | ) | - | (3,309 | ) | ||||||||
| General and administrative expenses | - | - | (1,202 | ) | (1,202 | ) | |||||||||
| Depreciation | (172 | ) | (44 | ) | (25 | ) | (241 | ) | |||||||
| Share-based compensation | - | - | (444 | ) | (444 | ) | |||||||||
| Loss from operations | $ | (3,128 | ) | $ | (397 | ) | $ | (1,671 | ) | $ | (5,196 | ) | |||
| Capitalized land related payments | $ | 243 | $ | 209 | $ | - | $ | 452 | |||||||
| INTEGRA RESOURCES CORP. | |||||||||||||||
| --- | |||||||||||||||
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) | |||||||||||||||
| FloridaCanyon mine | DeLamar | Nevada Northand otherdevelopmentprojects | Corporate and other | Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| March 31, 2025 | |||||||||||||||
| Mineral properties, plant and equipment | $ | 46,732 | $ | 1,521 | $ | 293 | $ | 361 | $ | 48,907 | |||||
| Exploration and evaluation assets | $ | - | $ | 31,624 | $ | 27,730 | $ | - | $ | 59,354 | |||||
| Total assets | $ | 155,582 | $ | 34,540 | $ | 28,744 | $ | 21,782 | $ | 240,648 | |||||
| December 31, 2024 | |||||||||||||||
| Plant and equipment | $ | 44,562 | $ | 1,563 | $ | 334 | $ | 382 | $ | 46,841 | |||||
| Exploration and evaluation assets | $ | - | $ | 30,651 | $ | 27,627 | $ | - | $ | 58,278 | |||||
| Total assets | $ | 145,433 | $ | 35,972 | $ | 28,622 | $ | 27,057 | $ | 237,084 |
16 GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Compensation and benefits | $ | 869 | $ | 631 |
| Office administration | 319 | 176 | ||
| Corporate development and marketing | 129 | 143 | ||
| Professional fees | 267 | 186 | ||
| Regulatory fees | 90 | 66 | ||
| $ | 1,674 | $ | 1,202 |
17 NET FINANCE EXPENSES
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Interest income | $ | (339 | ) | $ | (83 | ) |
| Interest expense | 198 | 28 | ||||
| Interest on debt | 399 | 261 | ||||
| Accretion on debt | 264 | 173 | ||||
| Accretion on reclamation liabilities | 614 | 256 | ||||
| $ | 1,136 | $ | 635 | |||
| INTEGRA RESOURCES CORP. | ||||||
| --- | ||||||
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | ||||||
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
18 OTHER EXPENSES
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Transaction and integration costs on the acquisition of FCGI | $ | 2,095 | $ | - | ||
| Change in estimate on reclamation obligation | 184 | - | ||||
| Net foreign exchange gain (loss) | (24 | ) | 248 | |||
| (Loss) gain on disposal of assets | 36 | (62 | ) | |||
| Other | 33 | (40 | ) | |||
| $ | 2,324 | $ | 146 |
19 INCOME TAX EXPENSE
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Current tax expense | $ | 3,417 | $ | - |
| Deferred tax expense | 7 | - | ||
| Total tax expense | $ | 3,424 | $ | - |
20 RELATED PARTY TRANSACTIONS
The Company's related parties include its subsidiaries, and key management personnel, which primarily consists of short-term employee benefits and share-based compensation. There were no transactions with related parties outside of the ordinary course of business during the three months ended March 31, 2025.
21 FINANCIAL INSTRUMENTS
The Company is exposed to financial instrument risks such as credit risk, market price and liquidity risk. The Company's Board of Directors has overall responsibility for the establishment and oversight of the risk management framework and reviews the Company's policies on an ongoing basis.
a. Credit risk
Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company maintains substantially all of its cash with major financial institutions. Deposits held with these institutions may exceed the amount of insurance provided on such deposits. The Company manages credit risk for trade and other receivables through established credit monitoring activities. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable and records an expected credit loss based on its best estimate of potentially uncollectible amounts. The Company currently transacts with highly rated counterparties for the sale of gold and receivables.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
b. Market price risk
i) Commodity price risk
The Company is exposed to commodity price risk as its revenues from the sale of precious metals are exposed to metal price fluctuations in the market. The Company manages this risk by entering into agreements with various counterparties to mitigate price risk.
Derivative contract options
In December 2024, the Company entered into derivative contracts to manage its exposure to fluctuations in the spot gold price. Put options were purchased by the Company for a total of 32,400 ounces of forecast gold production, spread equally from January 2025 to December 2025, at the Florida Canyon mine with a strike price of $2,400 per ounce. As of March 31, 2025, the Company has paid the up-front premium of $1.08 million (December 31, 2024 - $0.80 million). These derivatives assets were fair valued on market-to-market basis at the end of each reporting period using quoted observable inputs. During the three months ended March 31, 2025, an unrealized loss of $0.90 million was recognized under (loss) gain on derivative in the condensed interim consolidated statements of income (loss) and comprehensive income (loss), with a corresponding to the derivative assets.
ii) Foreign exchange risk
The Company operates in Canada and the US, and is exposed to foreign exchange risk arising from certain expenditures, monetary assets and liabilities denominated in Canadian dollars. The Company’s metal sales revenues are denominated in US dollars. However, the currency fluctuation related to changes between US dollars and Canadian dollars could have an impact on the Company’s net earnings and other comprehensive income. During the three months ended March 31, 2025, the Company recognized a net foreign exchange gain of $0.02 million (March 31, 2024 - a loss of $0.2 million).
iii) Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the financial instruments will fluctuate because of changes in market interest rates. The Company has interest-bearing assets, where the risk is limited to potential decreases on 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.
c. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets. The Company has in place a planning and forecasting process to help determine the funds required to support normal operating requirements on an ongoing basis. The Company continuously monitors and reviews both actual and forecasted cash flows, and matches the maturity profile of financial assets and liabilities.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
d. Share price risk
At each reporting period, the convertible debt derivative liability is fair valued using the Binomial Tree 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.
Financial instruments
The Company's financial instruments consist of cash and cash equivalents, trade and other receivables, derivative assets, restricted cash, marketable securities, accounts payable and accrued liabilities, convertible debt facility, lease liabilities, other liabilities and equipment loan.
The fair value hierarchy that reflects the significance of the inputs used in making the measurements has the following levels:
• Level 1 - quoted prices in active markets for identical assets or liabilities;
• Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 - inputs for the asset or liability that are not based on observable market data.
The following table summarizes the Company's financial instruments classified as FVTPL:
| March 31, 2025 | FVTPL | |
|---|---|---|
| Financial assets: | ||
| Cash and cash equivalents | $ | 61,116 |
| Derivative asset | 59 | |
| Financial liabilities: | ||
| Convertible debt facility - derivative component | 4,793 | |
| December 31, 2024 | FVTPL | |
| Financial assets: | ||
| Cash and cash equivalents | $ | 52,190 |
| Derivative asset | 551 | |
| Financial liabilities: | ||
| Convertible debt facility - derivative component | 2,611 |
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 receivables, trade and other payables are considered to be reasonable approximate their fair values due to the short-term nature of these items.
| INTEGRA RESOURCES CORP. |
|---|
| NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| (tabular amounts are in thousands of US dollars, except for number of shares, equity awards and per share amounts, unless otherwise noted) |
22 CONTINGENCIES
Notice of Civil Claim
Alio Gold Inc ("Alio"), a subsidiary of the Company since November 8, 2024, received a Notice of Civil Claim in May 2019 from a former shareholder of Rye Patch Gold Corp ("Rye Patch") whose shares were acquired by Alio. The plaintiff brought the claim in the Supreme Court of British Columbia ("the Court") pursuant to the Class Proceedings Act and is seeking damages against Alio for alleged misrepresentations with respect to anticipated gold production during the year ended December 31, 2018. In March 2021, the Court dismissed, in its entirety, the plaintiff's application to certify the action as a class proceeding. In April 2021, the Company received notice that the plaintiff is pursuing an appeal of the court's decision to dismiss the plaintiff's certification application.
The appeal was argued in the Court of Appeal in January 2022 and in March 2022 the Court of Appeal released its decision allowing the appeal but remitting the matter of certification to the trial court for further consideration. On July 28, 2023, the Court certified a class proceeding against Alio. Pursuant to the Court's decision, the class members in the class proceeding include all individuals or entities whose Rye Patch shares were acquired by Alio in exchange for Alio common shares and cash as part of the plan of arrangement entered into between Alio and Rye Patch, but excludes all of those individuals or entities that sold their shares in Alio prior to August 10, 2018. The proceeding is currently scheduled to proceed to trial before the British Columbia Supreme Court in June 2025.
The Company has reviewed the claim and is of the view that it is without merit. However, the outcome of the claim is not determinable at this time. Accordingly, no liability was accrued in the FCGI purchase price allocation and no liability has been recognized in the Company's condensed interim consolidated financial statements.
23 EVENTS AFTER THE REPORTING PERIOD
Subsequent to the quarter, the Company issued 290,000 common shares for warrants exercised at the exercise price of CA$1.20 per share for gross proceeds of CA $0.3 million ($0.3 million).
Integra Resources Corp.: Exhibit 99.3 - Filed by newsfilecorp.com
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, George Salamis, Chief Executive Officer of Integra Resources Corp., certify the following:
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 March 31, 2025.
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.
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.
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.
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
- 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 January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 14, 2025
/s/ George Salamis
_____________________
George Salamis
Chief Executive Officer
Integra Resources Corp.: Exhibit 99.4 - Filed by newsfilecorp.com
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Andree St-Germain, Chief Financial Officer of Integra Resources Corp., certify the following:
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 March 31, 2025.
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.
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.
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.
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
- 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 January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 14, 2025
/s/ Andree St-Germain
_____________________
Andree St-Germain
Chief Financial Officer
Integra Resources Corp.: Exhibit 99.5 - Filed by newsfilecorp.com
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 May 14, 2025 (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: May 14, 2025 |