A. Operating Results Selected Consolidated Financial Information The following table sets forth selected consolidation information of the Company as of December 31, 2023, 2022, and 2021, prepared in accordance with IFRS. The selected consolidated financial information should be read in conjunction with the Company's audited annual consolidated financial statements for the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 $ Year Ended December 31, 2022 $ Year Ended December 31, 2021 $ Exploration and evaluation expenses (22,009,119 ) (13,467,035 ) (25,797,910 ) Operating loss (28,430,663 ) (19,212,921 ) (31,702,931 ) Other income (expense) (585,606 ) (594,100 ) (1,230,714 ) Net loss (29,016,269 ) (19,807,021 ) (32,933,645 ) Net loss per share (0.52 ) (0.71 ) (1.45 ) Other comprehensive income (loss) 77,070 (663,590 ) 480,751 Comprehensive loss (28,939,199 ) (20,470,611 ) (32,452,894 ) Cash and cash equivalents 8,815,290 15,919,518 14,337,078 Exploration and evaluation assets 68,402,183 40,801,924 56,491,140 Total assets 82,388,987 61,422,237 75,160,191 Total current liabilities 16,671,379 15,390,668 5,719,241 Total non-current liabilities 25,197,362 24,708,404 40,365,947 Working capital (deficit) * (6,803,922 ) 1,603,220 9,387,223 Working capital (deficit) - excluding convertible debt liability 3,839,810 11,651,434 9,387,223 *Working capital includes convertible debt liability. The convertible debt is required to be included under short term liabilities given that it is convertible at the option of the lender. The maturity of the convertible debt is August 2025 and the Company has the option to extend the term by an additional 12 months. In the current year, the Company reclassified its site support costs from general and administration ("G&A") expenses to exploration and evaluation expenses. The new classification has not impacted the operating loss, as the Company expenses all exploration and evaluation costs. Comparative numbers have been reclassified to conform with the current's period reclassification. 54 The operating losses for the years ended December 31, 2023, 2022, and 2021 were mostly driven by exploration and evaluation expenses, as well as head office G&A expenses. Other income/expenses for the year ended December 31, 2023 was mostly driven by the interest and accretion expenses related to the convertible debt (non-cash), and reclamation accretion expenses (non-cash), partly offset by interest and rent income, change in fair value of derivatives (non-cash), and foreign exchange gain. Other income/expenses for the year ended December 31, 2022 were mostly driven by the reclamation accretion expenses (non-cash), interest and accretion expenses related to the convertible debt (non-cash), partly offset by interest and rent income, change in fair value of derivatives (non-cash), and foreign exchange gain. Other expenses for the year ended December 31, 2021 were mostly due to reclamation accretion expenses and foreign exchange loss, partly offset by interest and rent income. Other comprehensive income (loss) amounts are related to the foreign exchange translation adjustment. Total assets in the current year ended December 31, 2023 increased compared to the year ended December 31, 2022, mostly due to an increase in exploration and evaluation assets (related to the acquisition of Millennial). Total assets in the year ended December 31, 2022 decreased compared to the year ended December 31, 2021, mostly due to a decrease in exploration and evaluation assets (resulting from a reclamation adjustment), partially off-set by a slight increase in cash and pre-paid expenses. Working capital in the current year ended December 31, 2023 decreased compared to the year ended December 31, 2022 mostly due to cash expenditures on increased exploration and evaluation activities. The Company's working capital in the current period, excluding the convertible debt liability, was $3,839,810. Working capital in the year ended December 31, 2022 decreased compared to the year ended December 31, 2021 due to the convertible debt being classified as a current liability. The Company's working capital, excluding the convertible debt liability, was $11,651,434, which represents an increase compared to the year ended December 31, 2021, mostly due to an increase in cash in the year ended December 31, 2022, as a result of the Company's August 2022 equity financing and proceeds from the convertible debt initial advance. Total current liabilities slightly increased in the current year ended December 31, 2023 compared to the year ended December 31, 2022, as a result of an increase in convertible host liability (due to increased loan interest rate), increases in trade and other payables and due to related parties. These increases were partially offset by a decrease in the convertible derivative component (due to a decrease in share price). Total current liabilities increased in the year ended December 31, 2022, when compared to the year ended December 31, 2021, due to the convertible debt loan being classified as a current liability, despite the fact that the maturity date of this loan is in August 2025. The Company adopted IAS 1 amendments in 2022 and classified the liability portion of the convertible debt as a current liability, in accordance with these amendments. As a result, the Company reported lower working capital in the year ended December 31, 2022. Total non-current liabilities slightly increased in the current year ended December 31, 2023 compared to the year ended December 31, 2022 mostly due to the reclamation liability increase and an increase in long-term lease liability, due to the Millennial merger in the current year (all details on the merger are included in the Company's audited consolidated financial statements. Total non-current liabilities decreased in the year ended December 31, 2022 compared to the year ended December 31, 2021 mostly due to a change in reclamation liability assumptions around inflation and discount rates. Exploration and Evaluation Assets Summary: Idaho Properties Nevada & Arizona Properties Total Balance at December 31, 2021 $ 56,491,140 - $ 56,491,140 Land acquisitions/option payments 90,000 - 90,000 Legal fees 14,987 - 14,987 Reclamation adjustment* (15,864,249 ) - (15,864,249 ) Depreciation** (7,404 ) - (7,404 ) Total 40,724,474 - 40,724,474 Advance minimum royalty 77,450 - 77,450 Balance at December 31, 2022 40,801,924 - 40,801,924 Land acquisitions/option payments 39,000 2,800,000 2,839,000 Millennial acquisition - 24,523,830 24,523,830 Legal fees 93,882 12,014 105,896 Reclamation adjustment* 16,486 - 16,486 Depreciation** (7,403 ) - (7,403 ) Total 40,943,889 27,335,844 68,279,733 Advance minimum royalty 97,450 25,000 122,450 Balance at December 31, 2023 41,041,339 $ 27,360,844 $ 68,402,183 *Reclamation adjustment is the change in present value of the reclamation liability, mainly due to changes to inflation rate and discount rate. **A staff house building with a carrying value of $187,150 has been included in the DeLamar property. This building is being depreciated. 55 The Company spent $22,009,119 in exploration and evaluation activities during the year ended December 31, 2023 (December 31, 2022 - $13,467,035; December 31, 2021 - $25,797,910). In the current fiscal year, the Company reclassified its site support costs to the Exploration and Evaluation expenses. These costs include all the support staff (such as site accounting team, site management, safety, equipment operators, et cetera) and project related G&A costs (such as fees on the surety bond, insurance, staff house, Boise office, rental apartment, software and other G&A fees). Historically, the Company has classified those costs as "General & Administration" expenses in the Consolidated statements of operations and comprehensive loss. The reclassification does not impact the operating loss, as the Company also expenses Exploration and Evaluation costs. Comparative numbers have been reclassified to conform with the current's period reclassification. Recognizing that site support costs are integral to the exploration and development project activities, management has carefully evaluated this alignment and concluded that classifying these expenses under Exploration and Evaluation Expenses offers a more accurate and transparent reflection of the nature of those costs. The site support expenses are now reported in the table below. The following tables outline the Company's exploration and evaluation expense summary for the years ended December 31, 2023, 2022, and 2021: Exploration and Evaluation Expense Summary (2023): Idaho Properties December 31, 2023 DeLamar Project Other Idaho deposits Joint expenses Total Idaho Properties Contract exploration drilling 2,056,797 - - 2,056,797 Contract metallurgical drilling 1,487,545 - - 1,487,545 Contract condemnation drilling 425,773 - - 425,773 Contract geotech drilling 324,752 - - 324,752 Contract ground water drilling 144,465 - - 144,465 Exploration drilling - other drilling labour & related costs 49,834 - - 949,834 Metallurgical drilling - other drilling 626,837 - - 626,837 labour & related costs Condemnation drilling - other 193,291 - - 193,291 drilling labour & related costs Other exploration expenses* 817,672 1,376 - 819,048 Other development expenses** 2,871,803 - - 2,871,803 Land*** 494,482 22,602 192,225 709,309 Permitting 4,864,302 - - 4,864,302 Metallurgical test work 429,796 - - 429,796 Technical reports and engineering 1,924,133 - - 1,924,133 External affairs/Community engagement 410,020 - - 410,020 Site support expenses**** 1,953,716 - - 1,953,716 Total $ 19,975,218 $ 23,978 $ 192,225 $ 20,191,421 *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants **Includes development G&A expenses and payroll ***Includes BLM and Idaho Department of Land ("IDL") annual fees, consulting, property taxes, legal, etc. expenses ****Includes site G&A expenses 56 Nevada & Arizona Properties (post-acquisition period) December 31, 2023 Nevada North Project Other Nevada & Arizona Total Nevada & Arizona Properties Other exploration expenses* 12,988 71,532 84,520 Other development expenses** 545,088 - 545,088 Land*** 245,106 250,831 495,937 Permitting 237,634 - 237,634 Metallurgical test work 9,699 - 9,699 Technical reports and engineering 186,585 - 186,585 External affairs/Community engagement 56,357 - 56,357 Site support expenses**** 201,878 - 201,878 Total $ 1,495,335 $ 322,363 $ 1,817,698 *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants **Includes development G&A expenses and payroll ***Includes BLM and Arizona State Lands Department annual fees, consulting, property taxes, legal, etc. expenses ****Includes site G&A expenses Exploration and Evaluation Expense Summary (2022): Idaho Properties December 31, 2022 DeLamar Project Other Idaho deposits Joint expenses Total Contract exploration drilling $ 1,478,499 $ - $ - $ 1,478,499 Contract metallurgical drilling 657,499 - - 657,499 Contract condemnation drilling 216,877 - - 216,877 Contract geotech drilling 222,876 - - 222,876 Exploration drilling - other drilling labour & related costs 1,044,311 10,779 - 1,055,090 Metallurgical drilling - other drilling labour & related costs 310,344 - - 310,344 Condemnation drilling - other 307,833 - - 307,833 drilling - labour & related costs Other exploration expenses* 902,744 2,492 - 905,235 Other development expenses** 1,785,320 - - 1,785,320 Land*** 332,962 22,602 223,164 578,728 Permitting 3,019,675 - - 3,019,675 Metallurgical test work 339,322 - - 339,322 Technical reports and engineering 835,591 - - 835,591 External affairs / Community engagement 276,444 - - 276,444 Site support expenses**** 1,477,701 - - 1,477,701 Total $ 13,207,998 $ 35,873 $ 223,164 $ 13,467,035 *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants **Includes development G&A expenses and payroll ***Includes BLM and IDL annual fees, consulting, property taxes, legal, etc. expenses ****Includes site G&A expenses Exploration and Evaluation Expense Summary (2021): Idaho Properties December 31, 2021 DeLamar Project Other Idaho deposits Joint Expenses Total Contract exploration drilling $ 6,253,809 $ 1,673,547 $ - $ 7,927,356 Contract metallurgical drilling 424,819 - - 424,819 Contract condemnation drilling 226,752 - - 226,752 Exploration drilling - other drilling labour & related costs 3,390,088 1,044,078 - 4,434,166 Metallurgical drilling - other drilling labour & related costs 196,570 - - 196,570 Condemnation drilling - other 124,235 - - 124,235 drilling - labour & related costs Other exploration expenses* 1,601,903 239,591 - 1,841,494 Other development expenses** 1,664,611 - - 1,664,611 Land*** 335,420 24,588 236,426 596,434 Permitting 4,357,412 - - 4,357,412 Metallurgical test work 418,839 - - 418,839 Technical reports and engineering 1,640,468 - - 1,640,468 External affairs / Community engagement 219,238 - - 219,238 Site support expenses**** 1,725,516 - - 1,725,516 Total $ 22,579,680 $ 2,981,804 $ 236,426 $ 25,797,910 *Includes mapping, IP, sampling, payroll, exploration G&A expenses, consultants **Includes development G&A expenses and payroll ***Includes BLM and IDL annual fees, consulting, property taxes, legal, etc. expenses ****Includes site G&A expenses 57 Results of Operations Year-Ended December 31, 2023 Net loss for the year ended December 31, 2023 was $29,016,269 and the comprehensive loss $28,939,199, compared to a net loss of $19,807,021 and a comprehensive loss of $20,470,611 for the year ended December 31, 2022. Overall, operating expenses were higher in the current year mostly due to an increase in exploration and development expenses, compensation and benefits, corporate development and marketing, office and administration expenses, and professional fees. Other expenses were slightly lower in the current year (other expenses) comparing to the same period last year (other expenses) mostly due to higher interest income and change in fair value of derivatives (non-cash) in the current year, partly offset by higher convertible debt interest and accretion expenses in the current year. In the current year, the Company reclassified its site support costs from general and administration expenses to the exploration and evaluation expenses. Comparative numbers have been reclassified to conform with the current's period reclassification. The variances between these two periods were primarily due to the following items: Exploration and evaluation expenses: the Company incurred $22,009,119 in exploration and development expenses during the year ended December 31, 2023 (December 31, 2022 - $13,467,035). The difference is mostly due to increased drilling, permitting and engineering activities in the current year. Compensation and benefits: these expenses amounted to $2,391,983 in the current year (December 31, 2022 - $1,727,065). The increase is mostly due to the salary expenses and bonus accruals for the new corporate employees retained in connection with the Millennial Transaction, and severance payments in the current year. Stock-based compensation: the Company incurred $1,097,850 in stock-based compensation in the current year (December 31, 2022 - $1,742,511). The variance is due to the timing of vesting of equity incentive awards granted from 2018 to 2023. Office and administration: the Company incurred $758,761 in expenses during the current year (December 31, 2022 - $506,704). The difference is mostly due to the higher costs related to the Millennial Transaction, such as the additional IT support, training, and increased travel to the project sites in the current year. Professional fees: the Company incurred $533,494 in expenses during the current year (December 31, 2022 - $315,293). The difference is mostly due to higher legal, accounting, tax, and consulting fees in the current year. These fees are mostly related to the Millennial Transaction. Corporate development and marketing: the Company incurred $401,565 in expenses during the current year (December 31, 2022 - $286,777). The difference is due to increased marketing activities in the current year. 58 Three-Month Period Ended December 31, 2023 Net loss for the three-month period ended December 31, 2023 was $6,996,163 and the comprehensive loss $7,022,840, compared to a net loss of $6,204,720 and a comprehensive loss of $6,045,574 for the three-month period ended December 31, 2022. Overall, operating expenses were higher in the current three-month period mostly due to an increase in exploration and development expenses, compensation and benefit expenses, and professional fees. Other expenses were lower in the current three-month period (other expenses) comparing to the same period last year (other expenses) mostly due to foreign exchange gain vs foreign exchange loss and lower accretion expenses in the current three-month period, partially offset by higher convertible interest and accretion expenses, lower interest income, and higher change in fair value of derivatives (non-cash). The variances between these two periods were primarily due to the following items: Exploration and evaluation expenses: the Company incurred $4,721,059 in exploration and development expenses during the current quarter (December 31, 2022 - $4,112,911). The difference is mostly due to increased drilling, permitting and engineering activities in the current three-month period. Compensation and benefits: these expenses amounted to $647,318 in the current three-month period (December 31, 2022 - $408,621). The increase is mostly due to the salary expenses and bonus accruals for the new corporate employees retained in connection with the Millennial Transaction, and severance payments in the current three-month period. Professional fees: the Company incurred $173,469 in expenses during the current three-month period (December 31, 2022 - $87,123). The difference is mostly due to higher legal, accounting, and tax fees in the current year. These fees are mostly related to the Millennial Transaction. Year-Ended December 31, 2022 Net loss for the year ended December 31, 2022 was $19,807,021 and the comprehensive loss $20,470,611, compared to a net loss of $32,933,645 and a comprehensive loss of $32,452,894 for the year ended December 31, 2021. Overall, operating expenses were lower in the year ended December 31, 2022 mostly due to a decrease in exploration and development expenses. Other expenses in the year ended December 31, 2022 were driven by the reclamation accretion expenses, interest and accretion expenses related to the convertible debt (non-cash), partially off-set by the foreign exchange gain, and interest and rent income. Other expenses in the comparative period were due to the foreign exchange loss and reclamation expense, partly offset by the interest and rent income. The variances between these two periods were primarily due to the following items: Exploration and evaluation expenses: the Company incurred $13,467,035 in exploration and development expenses during the year ended December 31, 2022 (December 31, 2021 - $25,797,910). The difference is mostly due to decreased drilling activities in the year ended December 31, 2022. Stock-based compensation: the Company incurred $1,742,511 in stock-based compensation in the year ended December 31, 2022 (December 31, 2021 - $1,863,085). The variance is due to the timing of vesting of equity incentive awards granted from 2017 to 2022. Professional fees: for the year ended December 31, 2022 totaled $315,293 (December 31, 2021 - $242,269). Professional fees include expenses such as legal, audit, accounting, tax, and miscellaneous consulting expenses. Professional fees were higher in the year ended December 31, 2022 mostly due to higher legal and accounting fees. These fees were related to the legal review of the pre-feasibility study, annual information form, annual general meeting, Form 40-F, Form S-8, and equity incentive plan, as well as accounting fees related to the convertible debt facility. 59 Other income (expense): amounted to $594,100 (other expense) in the year ended December 31, 2022, compared to $1,230,714 (other expense) in the comparative period. The variance is mostly due higher interest and rent income, change in fair value of derivatives (non-cash), interest and accretion expenses related to the convertible debt, and foreign exchange gain in the year ended December 31, 2022 compared to the foreign exchange loss in the comparative period. Three-Month Period Ended December 31, 2022 Net loss for the three-month period ended December 31, 2022 was $6,204,720 and the comprehensive loss $6,045,574, compared to a net loss of $7,200,497 and a comprehensive loss of $7,058,158 for the three-month period ended December 31, 2021. Overall, operating expenses were lower in the three-month period ended December 31, 2022 mostly due to a decrease in exploration and development expenses. Other expenses were higher in the three-month period ended December 31, 2022 mostly due to higher reclamation accretion expenses, interest and accretion expenses related to the convertible debt, and change in fair value of derivatives (non-cash). The variances between these two periods were primarily due to the following items: Exploration and evaluation expenses: the Company incurred $4,112,911 in exploration and development expenses during the quarter ended December 31, 2022 (December 31, 2021 - $5,364,580). The difference is mostly due to decreased drilling activities in the three-month period ended December 31, 2022. Stock-based compensation: the Company incurred $345,891 in stock-based compensation in the three-month period ended December 31, 2022 (December 31, 2021 - $457,654). The variance is due to the timing of vesting of equity incentive awards granted from 2017 to 2022. Other income (expense): amounted to $722,750 (other expense) in the three-month period ended December 31, 2022, compared to $346,127 (other expense) in the comparative period. The variance is mostly due a higher reclamation accretion expenses, interest and accretion expenses related to the convertible debt (non-cash), and the change in fair value of derivatives (non-cash) in the quarter ended December 31, 2022. Operating Activities Net cash used by the Company in operating activities for the year ended December 31, 2023 was $26,494,337 (December 31, 2022 - $18,098,477; December 31, 2021 - $30,513,499). The variance between 2023 and 2022 years was mostly driven by higher exploration and development expenditures in the current period. The variance between the years ended December 31, 2022 and 2021 was mostly driven by lower exploration and development expenditures in the year ended December 31, 2022. Investing Activities Net cash used in investing activities for the year ended December 31, 2023 was $4,194,468 (December 31, 2022 - $95,092; December 31, 2021 - $1,292,625). The difference between 2023 and 2022 years was mostly due a cash land payment of $2.5 million to Clover Nevada LLC, a private company controlled by Waterton Precious Metals Fund II Cayman, LP ("Waterton") (final acquisition payment related to Wildcat and Mountain View properties) and capitalized legal and due diligence fees related to the Millennial Transaction. The difference between the years ended December 31, 2022 and 2021 was mostly due to a loan receivable paid back in the year ended December 31, 2022 and higher additions to property, plant and equipment in the year ended December 31, 2021. Financing Activities Net cash provided by financing activities in the current year ended December 31, 2023 was $23,507,507 (December 31, 2022 - $19,776,009; December 31, 2021 - $17,082,060). The difference between 2023 and 2022 years was mostly due to higher equity financings completed in 2023. The Company raised gross proceeds of approximately $25.8 million in 2023 through the brokered and non-brokered private placements. The difference between the years ended December 31, 2022 and 2021 was mostly due to slightly greater proceeds from financings in 2022, including proceed from the convertible liability. 60 The Company raised net proceeds of approximately $19.3 million in August 2022 through a bought deal financing and a convertible loan. The table below summarized the expected use of proceeds: August 2022 Financing Expected Use of Proceeds ($M) Mid-August 2022 to May 2023 Actual Use of Proceeds ($M) (1) September 2022 to June 2023 Variance ($M) Exploration work, including drilling $6.1 $5.3 ($0.8) Development work, including engineering and permitting $7.1 $8.0 $0.9 Other Site Costs (field costs, land acquisition, land holdings, site G&A, infrastructure, etc.) $2.1 $2.3 $0.2 Site Ongoing Environmental Monitoring / Water Treatment $1.2 $1.0 ($0.2) Corporate G&A $2.8 $3.3 $0.5 Total $19.3 $19.9 $0.6 The Company raised net proceeds of approximately $16.0 million in September 2021 through a bought deal financing. The table below summarized the expected use of proceeds: September 2021 Financing Expected Use of Proceeds ($M) September 2021 to May 2022 Actual Use of Proceeds ($M) (1) September 2021 to August 2022 Variance ($M) Exploration work, including drilling $7.0 $3.5 ($3.5) Development work, including engineering and permitting $4.9 $5.7 $0.8 Other Site Costs (field costs, land acquisition, land holdings, site G&A, infrastructure, etc.) $1.2 $2.5 $1.3 Site Ongoing Environmental Monitoring / Water Treatment $0.9 $1.3 $0.4 Corporate G&A $2.0 $2.8 $0.8 Total $16.0 $15.8 ($0.2) Summary of Selected Quarterly Information The following table sets forth selected quarterly financial information for each of the last eight quarters *. Quarter Ending Revenue ($) Net Loss ($) Net Loss Per Share ($) December 31, 2023 Nil (6,996,163 ) (0.10 ) September 30, 2023 Nil (8,073,415 ) (0.12 ) June 30, 2023 Nil (7,303,460 ) (0.11 ) March 31, 2023 Nil (6,643,231 ) (0.19 ) December 31, 2022 Nil (6,204,720 ) (0.20 ) September 30, 2022 Nil (3,305,706 ) (0.11 ) June 30, 2022 Nil (4,509,761 ) (0.17 ) March 31, 2022 Nil (5,786,834 ) (0.23 ) *Previous quarters net loss per share data adjusted to reflect the 2.5 to 1 share consolidation completed in May 2023. The net loss for last eight quarters was mostly driven by exploration and development expenses, corporate G&A expenses (such as compensation, corporate development and marketing, office and administration, professional, and regulatory fees), and stock-based compensation expenses (non-cash item), partly offset by interest and rent income. A foreign exchange gain was recorded in the first, second, and fourth quarters of 2023 and second and third quarters of 2022. The net loss for all quarters since the third quarter of 2022 also included accretion expenses and interest expense accrual related to the convertible debt, as well as change in fair value of derivatives (all three are non-cash items). 61 Subsequent Events Beedie Capital Credit Facility On February 21, 2024, Integra announced that the Company and its subsidiaries, Integra Resources Holdings Canada Inc., Integra Holdings U.S. Inc. and DeLamar Mining Company entered into an amendment dated February 20, 2024 to the Loan Agreement with Beedie Capital, pursuant to which, among other items, Beedie Capital consented to the Royalty Transaction and the parties agreed to amend the participation rights afforded to Beedie Capital with respect to future equity financings under the Loan Agreement. Royalty Transaction with Wheaton On February 21, 2024, the Company announced that through its wholly-owned subsidiary, DeLamar Mining Company, it has entered into a binding agreement with Wheaton Precious Metals (Cayman) Co., a wholly-owned subsidiary of Wheaton, pursuant to which Wheaton will acquire a 1.5% net smelter returns royalty on metal production from all claims of the DeLamar and Florida Mountain Deposit for an aggregate cash purchase price of US$9.75 million, to be paid in two installments. The first instalment of US$4.875 million was received by Integra on March 8, 2024. The second installment of US$4.875 million is expected to be received by Integra four months from the date of the first installment. Rich Gulch Land Acquisition On March 8, 2024, the Company completed the acquisition of seventeen patented claims in the Rich Gulch area of the DeLamar Project. Under the terms of the purchase agreement, the Company acquired all of the interests in exchange for US$2.1 million, which was satisfied through the issuance of 2,959,769 common shares in the capital of the Company. 2024 Offering On March 13, 2024, the Company announced the completion of its previously announced bought deal public offering, pursuant to which the Company issued a total of 16,611,750 units, including the full exercise of the over-allotment option by the Underwriters (as defined below), at a price of C$0.90 per Unit for aggregate gross proceeds of C$14,950,575. Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant (each whole Common Share purchase Warrant). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of C$1.20 per additional Common Share until March 13, 2027. The 2024 Offering includes an investment made into Integra from a new strategic corporate entity as well as support from current shareholders Beedie Investments Ltd. And Wheaton Precious Metals Corp. The 2024 Offering was completed pursuant to an underwriting agreement dated March 7, 2024, entered into among the Company and a syndicate of underwriters led by Cormark Securities Inc., and including BMO Nesbitt Burns Inc., Desjardins Securities Inc., Eight Capital, PI Financial Corp., Raymond James Ltd. And Stifel Nicolaus Canada Inc. The Company paid the 2024 Underwriters a cash fee of 6% of the aggregate gross proceeds of the 2024 Offering, other than in respect of the purchasers on the president's list, for which a cash fee of 3% was paid. B. Liquidity and Capital Resources The Company does not have a mineral property in production and consequently does not receive revenue from the sale of precious metals. The Company currently has no operations that generates cash flow. The Company has financed its operations primarily through the issuance of share capital and convertible debt. The continued operations of the Company are dependent on its ability to complete sufficient public equity financings, the availability of its convertible loan facility or generate profitable operations in the future. 62 The Company's working capital deficit, including the convertible debt liability as of December 31, 2023 was $6,803,922 (December 31, 2022 - working capital $1,603,220). The Company's working capital, excluding the convertible debt liability as of December 31, 2023 was $3,839,810 (December 31, 2022 - working capital $11,651,434). Working capital in the current year ended December 31, 2023 decreased compared to the year ended December 31, 2022 mostly due to a decrease in cash in 2023 (expended on increased exploration and evaluation activities). The Company actively manages its liquidity using budgeting based on expected cash flows to ensure there are appropriate funds for meeting short term obligations during the year. On March 13, 2024, the Company completed a bought deal public offering, pursuant to which the Company received aggregate gross proceeds of C$15 million. The Company also closed a royalty transaction with Wheaton on March 7, 2024, and received the first tranche of US$4.8 million. See Item 5.A - Investing Activities for a discussion on the Company's Investing activities for the years ended December 31, 2023, 2022, and 2021. See Item 5.A - Financing Activities for a discussion on the Company's financing activities for the years ended December 31, 2023, 2022, and 2021. See Item 5.A - Selected Consolidated Financial Information for the Company's balances of cash and cash equivalents as of December 31, 2023, 2022, and 2021. Financial Instruments A description of financial instruments and their fair value is included in Notes 2.2 and 4 of the audited consolidated financial statements. Commitments and Contractual Obligations Net Smelter Return ("NSR") There are a number of the net smelter returns, royalties, advance minimum royalties, annual claim filings, and work commitments on the Company's properties. Summaries of all those commitments are included in Note 16 of the audited consolidated financial statements. Other Commitments The Company's other commitments at December 31, 2023 are as follows: Commitments and contractual obligations (in millions of $) (1) Less than one year commitment 1 - 3 years commitment 4 - 5 years commitment Over 5 years commitment Total Convertible debenture (2) $ 0.5 $ 13.7 $ - $ - $ 14.2 Material land payments (3) 1.3 6.1 1.2 - 8.6 Total $ 1.8 $ 19.8 $ 1.2 $ - $ 22.8 (1) Undiscounted cash expenditures (2) Includes interest payments (payable in cash or shares, at the Company's option) and principal repayment. (3) Includes payments of $1.8 mm for Red Canyon and $2.2 mm for Cerro Colorado. Convertible Debt Facility On July 28, 2022, the Company executed a credit agreement with Beedie Capital, for the issuance of a non-revolving term convertible debt facility (the "Convertible Facility") in the principal amount up to $20 million. On August 4, 2022, an initial advance of $10 million was drawn under this facility, with the Company having the option to draw "subsequent advances" in increments of at least $2.5 million, up to an additional $10 million, subject to certain conditions. 63 In connection with the closing of the Millennial Transaction, the original Convertible Facility was amended on May 4, 2023 to accommodate the assets of Millennial and its subsidiaries, each of which, following the closing of the Millennial Transaction, are loan parties and provide guarantees and security for the obligations under the loan agreement. The amended agreement modified the conversion price on the initial advance from $2.25 (adjusted for the Consolidation) to $1.73 (adjusted for the Consolidation) and increased the coupon interest rate from 8.75% to 9.25% per annum on the loan outstanding, which interest continues to be accrued for the first twenty-four (24) months from the date of the Loan Agreement, payable quarterly either in shares or in cash, at Integra's election. Summaries of the convertible debt facility for the years ended December 31, 2023 and 2022 are included in Note 15 of the audited consolidated financial statements. Outstanding Share Data Common Shares The Company's authorized capital stock consists of an unlimited number of Common Shares and an unlimited number of special shares, of which there are 88,458,702 Common Shares issued and outstanding and nil special shares issued and outstanding as of the date of this Annual Report. All of the issued Common Shares rank equally as to voting rights, participation and a distribution of Integra's assets on liquidation, dissolution or winding-up and the entitlement to dividends. Holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of shareholders of Integra. Each Common Share carries one vote at such meetings. Holders of Common Shares are entitled to dividends if and when declared by the Board and, upon liquidation, to receive such portion of the assets of Integra as may be distributable to such holders. There are currently no other series or class of shares which rank senior, in priority to, or pari passu with the Common Shares. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions. Warrants As of the date of this Annual Report, the Company has 21,903,504 outstanding listed warrants on the TSX-V under symbol "MPM.WT" exercisable to acquire a total of 2,015,122 Common Shares and the Company has an additional 8,305,874 outstanding listed warrants on the TSX-V under symbol "ITR.WT" exercisable to acquire a total of 8,305,874 Common Shares. Options, RSUs & DSUs The Company's equity compensation plan permits the Board to grant to directors, officers, consultants and employees of the Company share options to purchase from the Company a designated number of authorized but unissued Common Shares up to but not exceeding 10% of the issued and outstanding Common Shares from time to time, less any Common Shares reserved for issuance under any other securities-based compensation arrangements of the Company. The Company's equity compensation plan also permits the Board to grant a fixed number of restricted share units ("RSUs") or deferred share units ("DSUs") and provides for a purchase program for eligible employees of the Company to purchase Common Shares. As of the date of this Annual Report, there were 3,264,083 options to acquire Common Shares, 1,109,209 RSUs and 732,475 DSUs outstanding. See Note 18 to our consolidated financial statements for additional share capital details for the years ended December 31, 2023 and 2022. The following table outlines the outstanding share data as of the date of March 28, 2024: 64 March 28, 2024 Issued and outstanding common shares 88,458,702 Outstanding Options/RSUs/DSUs to purchase common shares 5,105,767 Shares issuable in exchange for Millennial warrants* 2,015,122 Warrants 8,305,874 Issued and outstanding common shares (fully diluted) 103,885,465 * 21,903,504 warrants outstanding, each exercisable for 0.092 ITR shares per 1 warrant, for a total of 2,015,122 shares. C. Research and development, patents and licenses, etc. The Company is an exploration, development and mining company and does not carry on any research and development activities. D. Trend Information As at the time of filing and as otherwise disclosed in this report, the Company is not aware of any specific trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company's liquidity or capital resources other than as discussed elsewhere in this Annual Report. Many factors that are beyond the control of the Company can affect the Company's operations, including, but not limited to, the price of minerals, the economy on a global scale, land and exploration permitting, and the appeal of investments in mining companies. The appeal of mining companies as investment alternatives could affect the liquidity of the Company and thus future exploration and evaluation, development, and financial conditions of the Company. Other factors such as retaining qualified mining personnel and contractor availability and costs could also impact the Company's operations. E. Critical Accounting Estimates See Notes 2.2 and 2.4 to our audited consolidated financial statements for a description of our critical estimates and accounting judgments and material accounting policies.