Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under Business Corporations Act(British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the REGULATION) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF INTEGRA RESOURCES CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Integra Resources Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant's common shares (the Common Shares) are listed and posted for trading on the TSX Venture Exchange (the Exchange) under the symbol "ITR". The Applicant's Common Shares trade on the OTCQX under the symbol "IRRZF". The Applicant does not have any of its securities listed on any other exchange. As of May 1, 2020, the Applicant had 119,557,943 Common Shares issued and outstanding.

3. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57, as amended (the BCBCA).

4. The Application for Continuance is being made to give the Applicant more flexibility under the provisions of the BCBCA in respect of financing opportunities and other corporate transactions which may be effected by the Applicant in the future.

5. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

6. The Applicant is a reporting issuer in each of the Provinces and Territories of Canada, excluding Québec, and will remain a reporting issuer in these jurisdictions following the Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA, the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act), including the regulations made thereunder, or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.

8. The Applicant is not subject to any proceeding under the OBCA, the Act or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.

9. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange.

10. The Applicant's registered and head office is located in British Columbia and the British Columbia Securities Commission is the principal regulator of the Applicant.

11. The Applicant's management information circular dated May 1, 2020 for its annual general and special meeting of shareholders, held on June 16, 2020 (the Meeting) described the proposed Continuance and disclosed the reasons for it and its implications as well as full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.330% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto on this 24th day of June, 2020

"Ray Kindiak"
Commissioner
Ontario Securities Commission
"Garnet W. Fenn"
Commissioner
Ontario Securities Commission