Integra Resources Corp. and Millennial Precious Metals Corp.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 -- General -- A reporting issuer wants relief from all the requirements of NI 51-102 -- A reporting issuer is a wholly owned subsidiary of a parent reporting issuer; the subsidiary's only outstanding securities entitle the holder to acquire share consideration; the outstanding securities do not qualify as "designated exchangeable securities" under section 13.3 of NI 51-102; the requested relief is on terms substantially similar to section 13.3 of NI 51-102. This headnote was revised as indicated under the section "Key Elements" above.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6 -- An issuer wants relief from the requirements in Parts 4 and 5 of NI 52-109 to file annual and interim certificates -- The issuer has applied for and received an exemption from filing interim and annual financial statements.

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), ss. 2.1and 6.1 -- An issuer wants relief from the requirement to file an insider profile for its insiders -- The issuer is an exchangeable security issuer that cannot rely on the exemption in National Instrument 51-102 Continuous Disclosure Obligations because it does not comply with all of the conditions for continuous disclosure relief in NI 51-102; as a result, its insiders cannot rely on the insider reporting exemptions in NI 51-102; the issuer has received discretionary relief from NI 51-102 requirements.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1 -- insider reporting obligations -- An issuer wants relief from the requirement to file insider reports for its insiders -- The issuer is an exchangeable security issuer that cannot rely on the exemption in National Instrument 51-102 Continuous Disclosure Obligations because it does not comply with all of the conditions for continuous disclosure relief in NI 51-102; as a result, its insiders cannot rely on the insider reporting exemptions in NI 51-102; the issuer has received discretionary relief from NI 51-102 requirements.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 -- all continuous disclosure requirements.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6 -- certification requirements.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1 -- insider reporting obligations.

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), ss. 2.1 and 61 -- obligation to file insider profile.

June 30, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF INTEGRA RESOURCES CORP. (Integra) AND MILLENNIAL PRECIOUS METALS CORP. (Millennial, and together with Integra, the Filers)

DECISION

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) that:

(a) the continuous disclosure requirements under the Legislation and the requirements of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) (together, the Continuous Disclosure Requirements) do not apply to Millennial;

(b) the requirements of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) (the Certification Requirements) do not apply to Millennial; and

(c) the insider reporting requirements under the Legislation, the requirements of National Instrument 55-104 Insider Reporting Requirements and Exemptions and the requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (together, the Insider Reporting Requirements) do not apply to any insider of Millennial.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filers have provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

¶ 3 This decision is based on the following facts represented by the Filers:

Millennial

1. Millennial is a corporation existing under the Business Corporations Act (British Columbia) (the BCBCA) and its head office is located at 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8;

2. Millennial is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador;

3. the authorized capital of Millennial consists of an unlimited number of common shares in the capital of Millennial (the Millennial Shares);

4. as of May 10, 2023, there were: (i) 183,391,925 Millennial Shares issued and outstanding, all of which were registered in the name of Integra, and (ii) 21,903,504 Millennial warrants to purchase Millennial Shares (the Millennial Warrants) issued and outstanding, providing for the issuance of common shares in the capital of Integra (the Integra Shares) upon the exercise thereof;

5. as of May 10, 2023, there were: (i) Millennial Warrants listed on the TSX Venture Exchange (the TSXV) under the trading symbol MPM.WT (the Listed Warrants), and (ii) Millennial Warrants previously issued to certain underwriters for a financing (the Unlisted Warrants);

6. in connection with the closing of the Arrangement (as defined below), effective as of the close of business on May 5, 2023, the Millennial Shares were de-listed from the TSXV; and

7. the Listed Warrants will continue to trade on the TSXV as Millennial Warrants under their existing trading symbol and will remain listed on the TSXV as securities of Millennial, until the earliest of their exercise, June 16, 2024 or their delisting;

Integra

8. Integra is a corporation existing under the BCBCA and its head office is located at 1050 -- 400 Burrard Street, Vancouver, British Columbia, V6C 3A6;

9. Integra is a reporting issuer in all of the provinces and territories of Canada;

10. the authorized capital of Integra consists of an unlimited number of Integra Shares and an unlimited number of special shares;

11. as of May 10, 2023, there were: (i) 171,943,828 Integra Shares issued and outstanding, (ii) 5,898,453 Integra options outstanding, (iii) 1,008,097 Integra restricted share units outstanding, and (iv) 790,425 deferred share units outstanding; and

12. the Integra Shares are listed on the TSXV under the trading symbol ITR and under NYSE American under the symbol ITRG;

The Plan of Arrangement

13. Integra and Millennial entered into an arrangement agreement on February 26, 2023 (the Arrangement Agreement) and issued a joint news release on February 27, 2023, publicly announcing the Arrangement;

14. in connection with the Arrangement, Millennial mailed to its shareholders (the Millennial Shareholders) the management information circular of Millennial dated as of March 27, 2023 (the Millennial Circular), which included prospectus-level disclosure of the business and affairs of each of Millennial and Integra and information regarding the Arrangement;

15. Millennial provided the former holders of Millennial restricted share units (each, a Millennial RSU) and Millennial options (each, a Millennial Option) and the holders of Millennial Warrants with notice of the Arrangement and enclosed a copy of the Millennial Circular;

16. the Arrangement was approved by the Millennial Shareholders at a special meeting of Millennial Shareholders held on April 26, 2023;

17. on May 1, 2023, Integra received the final order of the Supreme Court of British Columbia pursuant to Section 288 of the BCBCA, approving the Arrangement;

18. pursuant to the Arrangement, Millennial Shareholders received 0.23 (the Exchange Ratio) Integra Share for each Millennial Share held;

19. on May 4, 2023 (the Effective Date), the court-approved plan of arrangement under the provisions of the BCBCA (the Arrangement) became effective and Millennial became a wholly-owned subsidiary of Integra;

20. in addition, pursuant to the Arrangement;

(a) each Millennial RSU that was outstanding immediately prior to the effective time of the Arrangement (the Effective Time), whether vested or unvested, vested in accordance with the terms of the restricted share unit plan of Millennial and settled into Millennial Shares, with such Millennial Shares having then been exchanged for Integra Shares in accordance with the Exchange Ratio;

(b) each Millennial Option that was outstanding immediately prior to the Effective Time, whether vested or unvested, was transferred to Integra, with the holder thereof receiving as consideration an option to purchase Integra Shares from Integra in accordance with the Exchange Ratio, exercisable until the original expiry date of such Millennial Option and otherwise governed by the terms of the Millennial stock option plan; and

(c) each Millennial Warrant that was outstanding immediately prior to the Effective Time will, upon the exercise of such rights after the Effective Time, entitle the holder thereof to be issued and receive for the same aggregate consideration, in lieu of Millennial Shares, Integra Shares that such holder would have been entitled to be issued and receive, with all other terms governing the Millennial Warrants, including, but not limited to, the expiry date, exercise price and the conditions to and the manner of exercise, being the same as the terms that were in effect immediately prior to the Effective Time, and governed by the terms of the applicable warrant instruments;

21. Millennial continues to have the Listed Warrants listed on the TSXV;

22. as required by the warrant indenture dated as of June 16, 2022 between TSX Trust Company, as warrant agent (the Warrant Agent), and Millennial (the Warrant Indenture), on the Effective Date, Integra entered into a supplemental warrant indenture with TSX Trust Company and Millennial (the Supplemental Warrant Indenture), evidencing, among other things, that, from and after the Effective Time, the Listed Warrants will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Millennial Shares otherwise issuable upon exercise under the Warrant Indenture, 0.23 of an Integra Share;

23. following completion of the Arrangement, Millennial became a wholly-owned subsidiary of Integra, and Integra will consolidate Millennial with Integra for the purposes of financial statement reporting commencing with Integra's interim unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022; and

24. as such, the disclosure required by the Continuous Disclosure Requirements and the Insider Reporting Requirements applicable to Millennial would not be meaningful or of any significant benefit to the holders of the Millennial Warrants and would impose a significant cost on Millennial;

Listing Matters

25. Integra obtained approval from the TSXV for, and has made the necessary filings with NYSE American in connection with, the listing of the Integra Shares that were issued and issuable as of the Effective Date pursuant to the Arrangement;

26. the Listed Warrants are the only securities of Millennial which are traded on a marketplace, as such term is defined in National Instrument 21-101 -- Marketplace Operation;

27. Millennial has provided notice to the Warrant Agent and to the holders of the Listed Warrants and the Unlisted Warrants with respect to their post-Effective Time entitlements under such securities;

28. Millennial cannot rely on the exemption available in Section 13.3 of NI 51-102 for issuers of exchangeable securities because the Millennial Warrants are not designated exchangeable securities as defined in NI 51-102, because none of the Millennial Warrants provide their holders with voting rights in respect of Millennial or Integra;

29. neither the Warrant Indenture nor the Supplemental Warrant Indenture requires Millennial to deliver any continuous disclosure materials of Millennial to the holders of Listed Warrants, and none of the instruments evidencing the Unlisted Warrants require Millennial to deliver any continuous disclosure materials of Millennial to the holders of the Unlisted Warrants;

30. neither of the Filers are in default of any of their respective obligations under securities legislation in the jurisdictions in which it is a reporting issuer; and

31. Millennial has no intention of accessing the capital markets in the future by issuing any securities to the public.

Decision

¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Continuous Disclosure Requirements do not apply to Millennial, provided that:

1. Integra is the direct or indirect beneficial owner of all of the issued and outstanding voting securities of Millennial;

2. Integra is a reporting issuer in a designated Canadian jurisdiction (as defined in NI 51-102) and has filed all documents it is required to file under NI 51-102;

3. Millennial will not issue any securities other than to Integra, and will not have any securities outstanding other than:

(a) the Millennial Warrants;

(b) securities issued to and held by Integra or an affiliate of Integra;

(c) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or

(d) securities issued under exemptions from the prospectus requirement in National Instrument 45-106 Prospectus Exemptions (NI 45-106);

4. Millennial files in electronic format:

(a) if Integra is a reporting issuer in the local jurisdiction, a notice indicating that it is relying on the continuous disclosure documents filed by Integra and setting out where those documents can be found in electronic format; or

(b) copies of all documents Integra is required to file under securities legislation, other than in connection with a distribution, at the same time as the filing by Integra of those documents with a securities regulatory authority or regulator;

5. Integra concurrently sends to all holders of any Millennial Warrants all disclosure materials that would be required to be sent to holders of similar warrants of Integra in the manner and at the time required by securities legislation;

6. Integra complies with securities legislation in respect of making public disclosure of material information on a timely basis;

7. Integra immediately issues in Canada and files any news release that discloses a material change in its affairs; and

8. Millennial issues in Canada a news release and files a material change report in accordance with Part 7 of NI 51-102 for all material changes in respect of the affairs of Millennial that are not also material changes in the affairs of Integra.

The further decision of the Decision Makers under the Legislation is that the Certification Requirements do not apply to Millennial, provided that:

(a) Millennial is not required to, and does not, file its own interim filings and annual filings, as those terms are defined under NI 52-109;

(b) Millennial files in electronic format under its SEDAR profile either:

(i) copies of Integra's annual certificates and interim certificates at the same time as Integra is required under NI 52-109 to file such documents; or

(ii) a notice indicating that it is relying on Integra's annual certificates and interim certificates and setting out where those documents can be found for viewing on SEDAR; and

(c) Millennial is exempt from or otherwise not subject to the Continuous Disclosure Requirements and Millennial and Integra are in compliance with the conditions set out in paragraphs 1 to 8 above.

The further decision of the Decision Makers under the Legislation is that the Insider Reporting Requirements do not apply to any insider of Millennial in respect of securities of Millennial, provided that:

(a) if the insider is not Integra:

(i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning Millennial or Integra before the material facts or material changes are generally disclosed; and

(ii) the insider is not an insider of Integra in any capacity other than by virtue of being an insider of Millennial;

(b) Integra is the beneficial owner of all of the issued and outstanding voting securities of Millennial;

(c) if the insider is Integra, the insider does not beneficially own any Millennial Warrants other than securities acquired through the exercise of the Millennial Warrants and not subsequently traded by the insider;

(d) Integra is a reporting issuer in a designated Canadian jurisdiction;

(e) Millennial has not issued any securities, and does not have any securities outstanding, other than:

(i) the Millennial Warrants;

(ii) securities issued to and held by Integra or an affiliate of Integra;

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or

(iv) securities issued under exemptions from the registration requirement and prospectus requirement under NI 45-106; and

(f) Millennial is exempt from or otherwise not subject to the Continuous Disclosure Requirements and Millennial and Integra are in compliance with the conditions set out in paragraphs 1 to 8 above.

"Joel Hill"
Acting Director, Corporate Finance
British Columbia Securities Commission

OSC File #: 2023/0208