EX-99.47 48 exhibit99-47.htm EXHIBIT 99.47 Integra Resources Corp.: Exhibit 99.47 - Filed by newsfilecorp.com

UNDERWRITING AGREEMENT

November 19, 2019

Integra Resources Corp.

400 Burrard Street, Suite 1050
Vancouver, BC  V6C 3A6

Attention:  George Salamis, President, Chief Executive Officer and Director

Dear Mr. Salamis:

The undersigned, Raymond James Ltd. (the "Lead Underwriter"), National Bank Financial Inc., PI Financial Corp., Echelon Wealth Partners Inc., GMP Securities L.P. and Roth Capital Partners, LLC (each, including the Lead Underwriter, an "Underwriter" and collectively, the "Underwriters") understand that Integra Resources Corp., a company organized under the laws of the Province of Ontario (the "Company") proposes to issue and sell an aggregate of 19,130,000 common shares in the capital of the Company (the "Purchased Shares"). The Underwriters hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company in the percentages set forth in section 8.1 of this Agreement, all but not less than all of the Purchased Shares on a "bought deal" basis, at the purchase price of $1.15 per Purchased Share (the "Purchase Price") for aggregate gross proceeds of $21,999,500.

The Company hereby grants to the Underwriters (in accordance with the respective percentages set forth in section 8.1 of this Agreement (as hereinafter defined)) an option (the "Over-Allotment Option"), entitling the Underwriters to purchase severally and not jointly, nor jointly and severally, up to an additional 2,869,500 common shares of the Company (each an "Additional Common Share") at the Purchase Price for additional aggregate gross proceeds of $3,299,925 for the purpose of covering the Underwriters' over-allocation position.  The Over-Allotment Option shall be non-assignable and shall be exercisable, in whole, at any time, or in part and from time to time for up to 30 days after the Closing Date (as hereinafter defined) upon the Lead Underwriter providing the Company with at least 48 hours' written notice of an intention to exercise such option.  The offering of the Purchased Shares and any Additional Common Shares by the Company described in this Agreement are hereinafter referred to as the "Offering".

The net proceeds of the Offering shall be used as set forth in the Final Prospectus (as hereinafter defined) under the heading "Use of Proceeds". In consideration of the Underwriters' agreement to purchase the Purchased Shares and Additional Common Shares (if applicable) and the other services to be rendered in connection with the Offering, the Company shall pay to the Lead Underwriter, for and on behalf of all of the Underwriters, a cash fee in an amount equal to 6.0% of the gross proceeds received by the Company from the issue and sale of the Purchased Shares and any Additional Common Shares, other than with respect to President's List Orders, for which the Company shall pay to the Lead Underwriter, for and on behalf of all of the Underwriters, a cash fee in an amount equal to 3.0% of the gross proceeds received by the Company from the President's List Orders (in aggregate, the "Underwriting Fee").

The Offering shall take place in the Qualifying Jurisdictions (as hereinafter defined) and in the United States, provided, however, that offers and sales of Purchased Shares and any Additional Common Shares in the United States or to any person in the United States by the Underwriters acting through their U.S. Affiliates (as hereinafter defined), shall be made only (a) to Qualified Institutional Buyers (as hereinafter defined) in accordance with Rule 144A ("Rule 144A") under the U.S. Securities Act (as hereinafter defined), and similar exemptions under applicable U.S. state securities laws, or (b) to U.S. Accredited Investors (as hereinafter defined) pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act ("Regulation D"), and in accordance with all other United States securities laws and the provisions of Schedule "A" to this Agreement.  The Underwriters and the Company acknowledge that Schedule "A" forms part of this Agreement.

The Company also intends to complete a non-brokered private placement of 5,760,236 common shares in the capital of the Company for gross proceeds of $6,624,271.40 (the "Non-Brokered Offering"). The common shares in the capital of the Company shall be offered at the Purchase Price. For the avoidance of doubt, the securities issued under the Non-Brokered Offering shall not be qualified under the Prospectuses filed in connection with the Offering.

The additional terms and conditions of this underwriting agreement (the "Agreement") are set forth below.


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1. DEFINITIONS

1.1 In this Agreement, including any schedules forming a part of this Agreement:

(a) "Acts" means the Securities Acts or equivalent securities regulatory legislation of the Qualifying Jurisdictions and "Act" means the Securities Act or equivalent securities regulatory legislation of a specified Qualifying Jurisdiction;

(b) "Additional Common Shares" has the meaning given to that term on page 1 of this Agreement;

(c) "Agreement" has the meaning given to that term on page 1 of this Agreement;

(d) "Ancillary Documents" means all agreements, certificates (including any certificates representing the Purchased Shares, Additional Common Shares and officer's certificates), notices and other documents executed and delivered, or to be executed and delivered, by the Company in connection with the Offering and/or pursuant to this Agreement;

(e) "Annual Financial Statements" has the meaning given to that term in subsection 5.1(x);

(f) "Applicable Securities Laws" means, collectively, and, as the context may require, the securities laws of the provinces of Canada other than Quebec and the Acts and Regulations and the rules, policies, instruments, notices and orders issued by the applicable Regulatory Authorities;

(g) "Closing" and "Closing Date" have the meanings given to those terms in section 10.1;

(h) "Closing Time" means 5:00 a.m. (Vancouver time) or such other time as may be agreed to by the Company and the Underwriters on the Closing Date, or in the case of the Option Closing, 5:00 a.m. (Vancouver Time) or such other time as many be agreed to by the Company and the Underwriters on the Over-Allotment Closing Date;

(i) "Comfort Letter" has the meaning given to that term in subsection 6.1(k)(i) hereto;

(j) "Commissions" means the securities regulatory bodies (other than stock exchanges) of the Qualifying Jurisdictions and "Commission" means the securities regulatory body of a specified Qualifying Jurisdiction;

(k) "Common Shareholders" has the meaning given to that term in subsection 5.1(bb);

(l) "Company" has the meaning given to that term on page 1 of this Agreement;

(m) "Company Financial Statements" has the meaning given to that term in subsection 5.1(y)

(n) "Continuous Disclosure Materials" has the meaning given to that term in subsection 5.1(h) hereto;

(o) "Defaulting Underwriter" has the meaning given to that term in section 8.2;

(p) "Distribution" (or "distribute" as derived therefrom) has the meaning given to that term in the Securities Act (British Columbia);

(q) "environmental laws" has the meaning given to that term in subsection 5.1(nn);

(r) "Final Prospectus" means the final short form prospectus of the Company to be dated on or about November 29, 2019 and filed with the Commissions for the purpose of qualifying the distribution of the Purchased Shares, the Over-Allotment Option and the Additional Common Shares, including all documents incorporated therein by reference and any Supplementary Material;


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(s) "Final Receipt" means the receipt issued by the British Columbia Securities Commission, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Jurisdictions;

(t) "Final U.S. Private Placement Memorandum" means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, to which will be attached the Final Prospectus, to be delivered to any offerees and purchasers of the Purchased Shares in the United States in accordance with Schedule "A" hereto;

(u) "Indemnified Parties" has the meaning given to that term in section 12.1 hereto;

(v) "Indemnitor" has the meaning given to that term in section 12.1;

(w) "Interim Financial Statements" has the meaning given to that term in subsection 5.1(y);

(x) "Kinross Offering" has the meaning given to that term in subsection 6.1(m);

(y) "Lead Underwriter" has the meaning given to that term on page 1 of this Agreement;

(z) "Legal Opinions" has the meaning given to that term in subsection 6.1(k)(ii) hereto;

(aa) "material change" has the meaning given to that term in the Securities Act (British Columbia);

(bb) "Material Contracts" has the meaning given to that term in subsection 5.1(ii) hereto;

(cc) "material fact" has the meaning given to that term in the Securities Act (British Columbia);

(dd) "misrepresentation" has the meaning given to that term in the Securities Act (British Columbia);

(ee) "Named Executive Officers" means as of the date of this Agreement, the Chief Executive Officer, the Chief Financial Officer and each of the three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers of the Company at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year end;

(ff) "NI 43-101" has the meaning given to that term in subsection 5.1(n) hereto;

(gg) "NI 44-101" has the meaning given to that term in subsection 5.1(d) hereto;

(hh) "NI 51-102" has the meaning given to that term in subsection 5.1(qq) hereto;

(ii) "Non-Brokered Offering" has the meaning given to that term on page 1 of this Agreement;

(jj) "NP 11-202" means National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions;

(kk) "OFAC" has the meaning given to that term in subsection 5.1(yy);

(ll) "Offering" has the meaning given to that term on page 1 of this Agreement;

(mm) "Offering Documents" means, collectively, the Prospectuses, any Supplementary Material and the U.S. Memorandum;

(nn) "Officers' Certificate" has the meaning given to that term in subsection 6.1(k)(iv) hereto;


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(oo) "Option Closing" means the closing of the transactions contemplated upon the exercise of the Over-Allotment Option;

(pp) "Over-Allotment Closing Date" means the closing date for the Over-Allotment Option which shall be not more than three business days after the notice of exercise of such option has been delivered in accordance with the terms of the Over-Allotment Option;

(qq) "Over-Allotment Option" means the option to purchase the Additional Common Shares granted to the Underwriters as set out on page 1 hereof

(rr) "President's List Orders" means certain sales of Common Shares, as agreed to by the Company and the Lead Underwriter, which shall not exceed, in aggregate, $4,950,000;

(ss) "Personnel" has the meaning given to that term in section 12.5;

(tt) "Preliminary Prospectus" means the preliminary short form prospectus of the Company dated November 19, 2019 and filed with the Commissions for the purpose of allowing the Underwriters to solicit expressions of interest for the Offering, including all documents incorporated therein by reference and any Supplemental Material;

(uu) "Preliminary Receipt" means the receipt issued by the British Columbia Commission, as principal regulator under NP 11-202, evidencing that a receipt has been, or has deemed to be, issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions;

(vv) "Preliminary U.S. Private Placement Memorandum" means the preliminary U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, to which will be attached a copy of the Preliminary Prospectus, to be delivered to offerees and purchasers of the Purchased Shares and Additional Common Shares, if any, in the United States in accordance with Schedule "A" hereto;

(ww) "Principals" has the meaning given to that term in subsection 5.1(bb);

(xx) "Property Rights" has the meaning given to that term in subsection 5.1(k);

(yy) "Prospectuses" means, collectively, the Preliminary Prospectus and the Final Prospectus;

(zz) "Purchase Price" has the meaning given to that term on page 1 of this Agreement;

(aaa) "Purchased Shares" has the meaning given to that term on page 1 of this Agreement;

(bbb) "Qualified Institutional Buyer" means a "qualified institutional buyer" as such term is defined in Rule 144A;

(ccc) "Qualifying Jurisdictions" means the provinces of Canada other than Québec, and such other jurisdictions to which the Underwriters and the Company may agree and "Qualifying Jurisdiction" means any one of them;

(ddd) "Regulations" means the securities rules or regulations proclaimed under the Acts and "Regulation" means the securities rules or regulations proclaimed under a specified Act;

(eee) "Regulation D" has the meaning given to that term on page 1 of this Agreement;

(fff) "Regulation S" means Regulation S under the U.S. Securities Act;

(ggg) "Regulatory Authorities" means collectively the Commissions and the TSX-V;

(hhh) "Regulatory Authorities" means collectively the Commissions and the TSX-V;


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(iii) "Rule 144A" has the meaning given to that term on page 1 of this Agreement;

(jjj) "Standard Listing Conditions" has the meaning given to that term in section 6.1(o) hereto;

(kkk) "Subsidiaries" means Integra Resources Holdings Canada Inc., Integra Holdings U.S. Inc. and DeLamar Mining Company, each as listed in Schedule "E" hereto;

(lll) "Substituted Purchasers" means U.S. Accredited Investors designated by the Underwriters to purchase the Purchased Shares and/or Additional Common Shares directly from the Company pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act as substituted purchasers;

(mmm) "Supplementary Material" means any documents supplemental to the Prospectuses including any amending or supplementary prospectus or other supplemental documents (including documents incorporated by reference after the date of the Prospectuses) or similar documents;

(nnn) "Technical Report" means the technical report titled 'Technical Report and Preliminary Economic Assessment for the DeLamar and Florida Mountain Gold - Silver Project, Owyhee County, Idaho, USA' with an effective date of September 9, 2019 and authored by Michael M. Gustin, C.P.G., Steven I. Weiss, C.P.G., Thomas L. Dyer, P.E., Jack S. McPartland, Member M.M.S.A., Jeffrey L. Woods, Member S.M.E., M.M.S.A. and John D. Welsh, P.E.;

(ooo) "Title Opinion" has the meaning given to that term in section 6.1(k)(v);

(ppp) "TMX Group" has the meaning given to that term in section 14.1;

(qqq) "trade" has the meaning given to that term in the Securities Act (British Columbia);

(rrr) "TSX-V" means the TSX Venture Exchange;

(sss) "Underwriters" has the meaning given to that term on page 1 of this Agreement;

(ttt) "Underwriting Fee" has the meaning given to that term on page 1 of this Agreement;

(uuu) "United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(vvv) "U.S. Accredited Investor" means an "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D;

(www) "U.S. Affiliates" means the U.S. registered broker-dealer affiliates of the Underwriters;

(xxx) "U.S. Legal Opinion" has the meaning given to that term in subsection 6.1(k)(iii);

(yyy) "U.S. Memorandum" means, together, the Preliminary U.S. Private Placement Memorandum and Final U.S. Private Placement Memorandum; and

(zzz) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations made thereunder.

1.2 All references to dollar figures in this Agreement are to Canadian dollars.

1.3 Certain terms applicable solely to Schedule "A" are defined in Schedule "A".

1.4 Where any representation or warranty contained in this Agreement is expressly qualified by reference to the "knowledge" of the Company, or where any other reference is made herein to the "knowledge" of the Company, it shall be deemed to refer to the actual knowledge of George Salamis and Andrée St. Germain, after having made due enquiry of appropriate and relevant persons and after reviewing relevant documentation.


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2. FILING OF PROSPECTUS

2.1 The Company shall:

(a) not later than 5:00 p.m. (Vancouver time) on November 20, 2019, have obtained the Preliminary Receipt with respect to the Preliminary Prospectus; and

(b) forthwith after any comments with respect to the Preliminary Prospectus have been received from, and have been resolved with, the Commissions, but no later than 5:00 p.m. (Vancouver time) on November 29, 2019 or such later date as may be agreed to by the Lead Underwriter, in its sole discretion obtain a Final Receipt with respect to the Final Prospectus to enable the Purchased Shares and Additional Common Shares to be offered and sold to the public through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions.

2.2 Prior to the delivery or filing of the Offering Documents and thereafter, during the period of distribution of the Purchased Shares, the Company shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such Offering Documents and shall have allowed the Underwriters to conduct all due diligence investigations which they may reasonable require in order to fulfill their obligations as underwriters and in order them to enable them to execute the certificate required to be executed by them at the end of the Prospectuses.

3. UNDERWRITERS' OPTION

3.1 The Company hereby grants to the Underwriters the Over-Allotment Option to purchase severally and not jointly, nor jointly and severally, and to offer for sale to the public pursuant hereto the Additional Common Shares upon the terms and conditions set forth herein.

3.2 The Over-Allotment Option shall be non-assignable and shall be exercisable, in whole, at any time, or in part, from time to time up to 30 days after the Closing Date by the Lead Underwriter giving written notice to the Company at least 48 hours in advance of such date, specifying the number of Additional Common Shares to be purchased and the Over-Allotment Closing Date.

3.3 The Additional Common Shares shall be qualified under the Prospectuses.

3.4 Following receipt of notice delivered in accordance with section 3.2, the Company shall proceed to hold the Option Closing in accordance with section 11.

4. DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY

4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Purchased Shares, and by acceptance of this Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Purchased Shares. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Additional Common Shares in whole, at any time, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Additional Common Shares requested in the notice of exercise of the Over-Allotment Option. 

4.2 The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for Substituted Purchasers for the Purchased Shares and Additional Common Shares, if any, or offer and sell any or all of the Purchased Shares and Additional Common Shares to Qualified Institutional Buyers in connection with the private placement of the Purchased Shares and Additional Common Shares, if any, in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule "A" to this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and if the Over-Allotment Option is exercised, the Additional Common Shares being issued by the Company, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers or Qualified Institutional Buyers. Each Substituted Purchaser shall purchase the Purchased Shares and Additional Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Purchased Shares and Additional Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to "purchasers" shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.


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4.3 The distribution of the Purchased Shares, the Over-Allotment Option and any Additional Common Shares shall be qualified by the Prospectuses under Applicable Securities Laws in the Qualifying Jurisdictions.  Purchased Shares and/or Additional Common Shares may also be offered and sold:

(a) in the United States or to persons in the United States and only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference; and

(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Purchased Shares and/or Additional Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.

4.4 Until the date on which the distribution of the Purchased Shares and Additional Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Purchased Shares and the Additional Common Shares, or in the event that the Purchased Shares and the Additional Common Shares have, for any reason ceased to so qualify, to so qualify again the Purchased Shares and the Additional Common Shares for distribution.

4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters and be paid out of, and not in addition to, the Underwriting Fee. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters and shall be responsible for the actions of such other dealers.

4.6 Each Underwriter covenants, represents and warrants to the Company that it will comply with the Applicable Securities Laws of each Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering, including any registration obligation.  Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Company represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:

(a) the Company is a duly constituted company and validly existing and in good standing under the laws of its jurisdiction of incorporation and no proceedings have been instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation or winding-up of the Company;

(b) the Company has no subsidiaries or affiliates other than the Subsidiaries and each of the Subsidiaries is duly incorporated and validly existing and in good standing under the laws of their jurisdiction of incorporation and no proceedings have been instituted or are pending for the dissolution or liquidation or winding-up of the Subsidiaries;


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(c) the Company's direct or indirect percentage ownership of the shares of the Subsidiaries is correctly disclosed in Schedule "E" to this Agreement, and all such shares are legally and/or beneficially owned by the Company or, in the case of shares held through Subsidiaries, by such Subsidiaries, free and clear of all liens, charges and encumbrances of any kind whatsoever;

(d) the Company (i) is a reporting issuer (within the meaning of Applicable Securities Laws) or the equivalent in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Northwest Territories, Yukon and Nunavut, (ii) is not in default of any of the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions, and (iii) is eligible under National Instrument 44-101 - Short Form Prospectus Distributions ("NI 44-101") to file the Preliminary Prospectus and the Final Prospectus;

(e) the common shares of the Company are listed for trading on the TSX-V and the Company is not in default of any requirement of the TSX-V applicable to the Company including, for avoidance of doubt, any requirement that shareholder approval be obtained for the Offering or the issuance of the Purchased Shares or Additional Common Shares;

(f) the authorized capital of the Company consists of an unlimited number of common shares without par value of which 91,798,207 common shares were issued and outstanding as of the date of this Agreement as fully paid and non-assessable shares in the capital of the Company;

(g) other than as disclosed in the Final Prospectus or as set out in Schedule "B", no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of any of the unissued shares of the Company or the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Company or the Subsidiaries;

(h) all documents published or filed by the Company with the Regulatory Authorities (the "Continuous Disclosure Materials") contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Applicable Securities Laws in all material respects and the Company is not in default of its filings under, nor has it failed to file or publish any document required to be filed or published under Applicable Securities Laws;

(i) each of the Company and the Subsidiaries has the corporate power and capacity to own the assets owned by it and to carry on the business carried on and proposed to be carried on by it, and each of the Company and the Subsidiaries hold all licences and permits that are required for carrying on its business in the manner in which such business has been carried on and is duly qualified to carry on business in all jurisdictions in which it carries on business;

(j) each of the Company and the Subsidiaries has good title to its respective assets as disclosed in the Prospectuses, free and clear of all liens, charges and encumbrances of any kind whatsoever except as disclosed in the Prospectuses or the Technical Report;

(k) all property, options, leases, concessions, claims or other interests in natural resource properties and surface rights for exploration and exploitation, extraction and other mineral property rights in which the Company or the Subsidiaries holds an interest or right (collectively, the "Property Rights") are completely and accurately described in the Technical Report and Schedule "D" and except as set forth in the Prospectuses, and as described in Schedule "D", the Company or a Subsidiary is the legal and/or beneficial owner of such Property Rights and the Property Rights are in good standing and are valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them;

(l) except as set out in the Prospectuses, no property rights other than the Property Rights are necessary for the conduct of the business of the Company or the Subsidiaries as currently being conducted, or proposed to be conducted as described in the Prospectuses, and there are no restrictions on the ability of the Company or the Subsidiaries to use or otherwise exploit any such Property Rights, and the Company does not know of any claim or basis for a claim that may adversely affect such rights; in addition, except as set out in the Prospectuses, the Company, either directly or through its interest in the Subsidiaries, has all licences, permits and authorizations necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted in each case;


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(m) other than as disclosed in the Continuous Disclosure Materials, none of the Company nor the Subsidiaries has any responsibility or obligation to pay or have paid on its behalf any commission, royalty or similar payment to any person with respect to its Property Rights as of the Closing Date;

(n) the Technical Report filed by the Company with Regulatory Authorities has been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), and the Company has complied with, and is in compliance with, NI 43-101;

(o) each of the Company and the Subsidiaries has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, is in compliance with all terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of its business and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect and no breach or default by the Company, or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Company, or a Subsidiary, exists with respect thereto;

(p) the Company has all requisite corporate power and capacity to enter into this Agreement and to perform the transactions contemplated hereby and the granting of the Over-Allotment Option and the issuance and sale by the Company of the Purchased Shares and Additional Common Shares have been duly authorized by all necessary corporate action of the Company, and this Agreement has been, duly executed and delivered by the Company and this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement as may be limited by applicable law;

(q) upon their issuance the Purchased Shares and Additional Common Shares will be validly allotted, issued and outstanding, fully paid and non-assessable, and registered in the names of the Underwriters or as directed by the Underwriters, as the case may be, or a permitted transferee thereof, in each case free and clear of all resale or trade restrictions (except control person restrictions and restrictions under applicable U.S. securities laws) and liens, charges or encumbrances of any kind whatsoever under Canadian law;

(r) when issued and sold by the Company in accordance with the terms hereof, the terms of the Purchased Shares and Additional Common Shares shall have the rights, privileges, restrictions and conditions that conform to the rights, privileges, restrictions and conditions attaching to common shares in the capital of the Company set forth in the Prospectuses;

(s) upon satisfaction of the Standard Listing Conditions, the Purchased Shares and Additional Common Shares will be qualified investments under the Income Tax Act (Canada) for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan and for a tax-free savings account;

(t) at the Closing Time, the Purchased Shares will be listed and posted for trading on the TSX-V and the Additional Common Shares will be accepted for listing, subject to their issuance, and will be traded on the TSX-V;

(u) TSX Trust Company, at its principal offices in the City of Vancouver, British Columbia and Toronto, Ontario has been duly appointed as registrar and transfer agent for the common shares of the Company;


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(v) the minute books and records of the Company and the Subsidiaries made available to counsel for the Underwriters in connection with its due diligence investigation of the Company and the Subsidiaries are all of the minute books and records of the Company and the Subsidiaries from incorporation, as the case may be, to present and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Company and the Subsidiary to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Company or the Subsidiaries to the date of this Agreement not reflected in such minute books and other records;

(w) each of the Company and the Subsidiary maintain insurance against loss of, or damage to, its material assets including property and casualty insurance for all of its operations; and all of the policies in respect of such insurance are in amounts and on terms that in the view of Company's management are reasonable for operations such as these, and are in good standing and not in default it being understood that the Company does not maintain title insurance over any of its properties;

(x) the audited financial statements of the Company for its fiscal year ended December 31, 2018, and notes thereto (the "Annual Financial Statements") a copy of which is incorporated by reference in the Prospectuses, are true and correct in every material respect and present fairly and accurately reflect the consolidated financial position and results of the operations of the Company for the period then ended and such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis;

(y) the unaudited financial statements of the Company for the six months ended June 30, 2019 and notes thereto (the "Interim Financial Statements" and together with the Annual Financial Statements, the "Company's Financial Statements"), a copy of which is incorporated by reference in the Prospectuses, and will be true and correct in every material respect and present fairly and accurately reflect the consolidated financial position and results of the operations of the Company for the period then ended and such financial statements were prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis;

(z) the Company maintains, and will maintain, at all times prior to the Closing Date, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference;

(aa) there has been no change in accounting policies or practices of the Company or the Subsidiaries since December 31, 2018, except as has been disclosed in the Prospectuses;

(bb) none of the Company nor the Subsidiaries is indebted to any of its directors or officers (collectively the "Principals"), other than on account of directors fees or expenses accrued but not paid, or to any of its shareholders (the "Common Shareholders");

(cc) the Company does not owe any monetary amount to any Principal or Common Shareholder on any account whatsoever, other than for (i) payment of salary, bonus and other employment or consulting compensation, (ii) reimbursement for expenses duly incurred in connection with the business of the Company or its Subsidiary, and (iii) for other standard employee benefits made generally available to all employees;

(dd) none of the Company nor the Subsidiaries has guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever;

(ee) there are no material liabilities of the Company or the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Company's Financial Statements except those incurred in the ordinary course of its business since December 31, 2018;


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(ff) since December 31, 2018, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Company, or the Subsidiaries or any damage, loss or other change of any kind whatsoever in circumstances materially affecting their respective business, affairs, capital, prospects or assets, or the right or capacity of the Company or the Subsidiaries to carry on their business, such business having been carried on in the ordinary course except as disclosed in the Prospectuses or otherwise disclosed to the Underwriters;

(gg) the directors, officers and key employees of the Company are as disclosed in the Prospectuses and the compensation arrangements with respect to the Company's Named Executive Officers are as disclosed in the information circular for the Company's annual general meeting held on June 11, 2019, and except as disclosed therein, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Company;

(hh) there are no "significant acquisitions", "significant dispositions" or "significant probable acquisitions" for which the Company is required, pursuant to Applicable Securities Laws to include additional financial disclosure in the Prospectuses;

(ii) all contracts and agreements material to the Company and the Subsidiaries, collectively, other than those entered into in the ordinary course of its business as presently conducted (collectively the "Material Contracts") have been disclosed in the Prospectuses and neither the Company nor the Subsidiaries has approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company or a Subsidiary, whether by asset sale, transfer of shares or otherwise;

(jj) there are no amendments to the Material Contracts that have been proposed to be, or are required to be, made other than have been disclosed in the Prospectuses;

(kk) all tax returns, reports, elections, remittances, filings, withholdings and payments of the Company and the Subsidiaries required by law to have been filed or made, have been filed or made (as the case may be) and are substantially true, complete and correct and all taxes owing of the Company as at December 31, 2018 have been paid or accrued in the Company's Financial Statements;

(ll) the Company and each of its Subsidiaries have been assessed for all applicable taxes to and including the fiscal year ended December 31, 2018 and have received all appropriate refunds, made adequate provision for taxes payable for all subsequent periods and the Company is not aware of any material contingent tax liability of the Company or any of its Subsidiaries not adequately reflected in the Company's Financial Statements;

(mm) other than as disclosed in the Continuous Disclosure Materials, there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or pending or, to the Company's knowledge, threatened against or affecting the Company or the Subsidiaries, or to the Company's knowledge, their respective directors or officers at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the Company's knowledge, there is no basis therefor;

(nn) none of the Company nor the Subsidiaries has been in violation of, in connection with the ownership, use, maintenance or operation of its property and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "environmental laws"); without limiting the generality of the foregoing:

(i) the Company and the Subsidiaries have occupied their respective properties and have received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable environmental laws and have received all permits, licenses or other approvals required of them under applicable environmental laws to conduct their respective businesses; and


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(ii) there are no orders, rulings or directives issued against the Company or the Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or the Subsidiaries under or pursuant to any environmental laws requiring any work, repairs, construction or capital expenditures with respect to any property or assets of the Company or its Subsidiaries;

(oo) no notice with respect to any of the matters referred to in the immediately preceding paragraph, including any alleged violations by the Company or the Subsidiaries with respect thereto has been received by the Company or the Subsidiaries, and, to the knowledge of the Company, no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of the Company or the Subsidiaries is in progress, threatened or, to the best of the Company's knowledge, pending, and, to the best of the Company's knowledge, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise;

(pp) none of the Company nor the Subsidiaries and to the best of the Company's knowledge their respective directors or officers are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever;

(qq) the Company's auditors are independent public accountants as required under Applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102")) between the Company and such auditors, who audited the Company's Financial Statements and who provided their audit report thereon were, as at the date of their audit report independent public accountants as required under Applicable Securities Laws and there has never been a reportable event (within the meaning of NI 51-102) between the Company and such auditors nor has there been any event which has led the Company's current auditors to threaten to resign as auditors;

(rr) the Prospectuses will be prepared and filed in compliance with the Applicable Securities Laws, and, at the time of delivery of the Purchased Shares and Additional Common Shares to the Underwriters, the Final Prospectus will comply with the Applicable Securities Laws and the Company shall fulfill and comply with the necessary requirements of the Applicable Securities Laws in order to enable the Purchased Shares, the Over-Allotment Option and any Additional Common Shares, to be lawfully distributed in the Qualifying Jurisdictions through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions and acting in accordance with the terms of their registrations and the Applicable Securities Laws;

(ss) the Prospectuses, including any and all amendments thereto, will contain no untrue statement of a material fact and will not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made and, together with all of the information incorporated by reference in the Prospectuses, will constitute full, true and plain disclosure of all material facts relating to the Company and the securities to be issued pursuant to the Offering and comply with Applicable Securities Laws;

(tt) none of the Company, the Subsidiaries nor to the knowledge of the Company, any of their respective employees or agents have, in connection with the affairs of the Company, made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

(uu) no labour dispute with the employees of the Company or any Subsidiary currently exists or, to the knowledge of the Company and the Subsidiaries, is imminent.  Neither the Company nor any Subsidiary is a party to any collective bargaining agreement and, to the knowledge of the Company and the Subsidiaries no action has been taken or is contemplated to organize any employees of the Company or any Subsidiary;


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(vv) the form of the certificate representing the Purchased Shares and Additional Common Shares has been duly approved by the Company and complies with the provisions of the Business Corporations Act (British Columbia);

(ww) no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any court or governmental authority or agency in Canada is necessary or required for the performance by the Company of its obligations hereunder, in connection with the Offering in the Qualifying Jurisdictions, or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained, or as may be required, under Applicable Securities Laws;

(xx) all information and documentation concerning the Company and the Subsidiaries (including but not limited to the Property Rights and Material Contracts), the Purchased Shares, Over-Allotment Option, Additional Common Shares, and the Offering, that has been provided in writing to the Underwriters on their request by the Company in connection with this Agreement is accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material to a lead manager and underwriter performing the services contemplated herein;

(yy) neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department ("OFAC"); and the Company will not knowingly, directly or indirectly, use the proceeds of the Offering, or knowingly lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; and

(zz) the Company makes the representations, warranties and covenants applicable to it in Schedule "A" hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule "A" form part of this Agreement.

5.2 Each of the Underwriters represents and warrants to the Company, severally, and not jointly, and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement, that:

(a) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder;

(b) it is a valid and subsisting corporation under the laws of the jurisdiction in which it was incorporated, continued or amalgamated; and

(c) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

5.3 The representations and warranties of the Company and the Underwriters contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement in accordance with section 15.5.

6. ADDITIONAL COVENANTS

6.1 The Company covenants and agrees with the Underwriters that it shall:

(a) file with the TSX-V all required documents and pay all required filing fees, and do all things required by the rules and policies of the TSX-V, in order to obtain prior to the Closing Date the requisite acceptance or approval of the TSX-V for:


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(i) the Offering; and

(ii) the conditional listing of the Purchased Shares and the Additional Common Shares subject only to Standard Listing Conditions, which the Company agrees to fully satisfy in a timely manner forthwith after the Closing;

(b) with respect to the filing of the Prospectuses as contemplated herein, fulfill all legal requirements required to be fulfilled by the Company in connection therewith, in each case in form and substance satisfactory to the Underwriters (acting reasonably) as evidenced by the Underwriters' execution of the certificates attached thereto;

(c) prior to the completion of the Offering, allow the Underwriters to review the Offering Documents and conduct all due diligence which the Underwriters may reasonably require in order to fulfill their statutory obligations as Underwriters and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Underwriters in such documents, including, without limitation, corporate and operating records, documentation with respect to Property Rights, technical information, financial information (including budgets), copies of the financial statements to be incorporated by reference in the Prospectuses and access to key officers of the Company;

(d) during the period prior to the completion of the Offering, promptly notify the Underwriters in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) prospects, financial position or capital of the Company, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectuses or any amendment thereto and:

(i) the Company shall, within any applicable time limitation, comply with all filing and other requirements under the Applicable Securities Laws of the Qualifying Jurisdictions, and with the rules of the TSX-V, applicable to the Company as a result of any such change;

(ii) however, notwithstanding the foregoing, the Company shall not file any amendment to the Prospectuses or any other material supplementary to the Prospectuses (all such amendments and material being Supplementary Material) without first obtaining the approval of the Underwriters as to the form and content thereof, which approval shall be provided on a timely basis;

and, in addition to the foregoing, the Company shall, in good faith, discuss with the Underwriters any material change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Company as to whether notice in writing of such change need be given to the Underwriters pursuant to this subparagraph;

(e) deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Company in accordance with subsection (d) above and, if any financial or accounting information is contained in any of the Supplementary Material, an additional Comfort Letter to that required by subsection (k) below;

(f) cause commercial copies of the Prospectuses, the U.S. Memorandum and Supplementary Material to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may request, as soon as possible after the filing of the Preliminary Prospectus, Final Prospectus or Supplementary Material, as the case may be, but in any event on or before noon (Toronto time) on the second business day after obtaining the receipt therefor, as applicable, and such delivery will constitute the Company's consent to the Underwriters' use of such documents in connection with the Offering;

(g) by the act of having delivered each of the Prospectuses and any amendments thereto to the Underwriters, have represented and warranted to the Underwriters that all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters to the Company in writing) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws of the Qualifying Jurisdictions and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation and together constitute full, true and plain disclosure of all material facts relating to the Company, its Subsidiaries, the Purchased Shares and Additional Common Shares as required by the Applicable Securities Laws of the Qualifying Jurisdictions;


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(h) prior to the Closing Time, fulfill to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by the Company to enable the Purchased Shares and the Additional Common Shares to be distributed free of trade restrictions in the Qualifying Jurisdictions, subject only to the requirements of Applicable Securities Laws;

(i) use commercially reasonable efforts to maintain its status as a "reporting issuer" or the equivalent not in default in each of the Qualifying Jurisdictions for a period of two years from the Closing Date, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase of all of the outstanding common shares of the Company;

(j) use commercially reasonable efforts to maintain its listing of its common shares on the TSX-V (or a similar stock exchange or quotation system) for a period of two years from the Closing Date, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase of all of the outstanding common shares of the Company;

(k) deliver to the Underwriters and their legal counsel, as applicable:

(i) at the time of execution of the Final Prospectus by the Underwriters, a long form Comfort Letter (the "Comfort Letter") from the Company's auditors addressed to the Underwriters and to the directors of the Company and dated as of the date of the Final Prospectus and based on procedures performed within two business days of the Final Prospectus, in form and content acceptable to the Underwriters, acting reasonably, relating to the verification of the financial information and accounting data contained in the Final Prospectus and to such other matters as the Underwriters may reasonably require;

(ii) at the Closing Time, such legal opinions (the "Legal Opinions") of the Company's legal counsel addressed to the Underwriters and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, relating to the matters set forth in Schedule "C";

(iii) at the Closing Time, if any Purchased Shares and/or Additional Common Shares are being sold in the United States in accordance with Schedule "A" hereto, a legal opinion of Dorsey & Whitney LLP, the Company's U.S. legal counsel (the "U.S. Legal Opinion"), addressed to the Underwriters and dated as of the Closing Date and/or the Over-Allotment Closing Date, as applicable, in form and content acceptable to the Underwriters, acting reasonably, to the effect that such offer and sale of the Purchased Shares and/or any Additional Common Shares in the United States is not required to be registered under the U.S. Securities Act;

(iv) at the Closing Time, a certificate (the "Officers' Certificate") of the Company signed by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Company and not in their personal capacities that, to the actual knowledge of the persons signing such certificate, after having made due and relevant inquiry:

(A) the Company has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time on the Closing Date;


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(B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Purchased Shares and Additional Common Shares or any of the Company's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;

(C) the Company is a "reporting issuer" or its equivalent under the securities laws of each of the Qualifying Jurisdictions and eligible to use the Short Form Prospectus System established under NI 44-101, and no material change relating to the Company has occurred since the date of this Agreement with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and

(D) all of the representations and warranties made by the Company in this Agreement are true and correct as of the Closing Time in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;

(v) at the Closing Time, such legal opinion (the "Title Opinion") of the Company's legal counsel, addressed to the Underwriters and their legal counsel, dated as of the Closing Date, in the form and content acceptable to the Underwriters acting reasonably, with respect to title and ownership rights in the Company's DeLamar Project;

(vi) certificates dated the Closing Date (or, in the case of the Option Closing, dated the Over-Allotment Closing Date) signed by the CEO of the Company or another officer acceptable to the Underwriters, acting reasonably, in form and content satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Company and the Subsidiaries; the resolutions of the directors of the Company relevant to the Offering, including the allotment, issue (or reservation for issue) and sale of the Purchased Shares and Additional Common Shares, the grant of the Over-Allotment Option the authorization of this Agreement, the TSX-V listing and transactions contemplated by this Agreement; and the incumbency and signatures of signing officers of the Company;

(vii) at the Closing Time, certificates of good standing (or equivalent) for the Company and the Subsidiaries, each dated within one business day (or such earlier or later date as the Underwriters may accept) of the Closing Date;

(viii) at the Closing Time, a certificate of the registrar and transfer agent of the common shares of the Company, which certifies the number of common shares of the Company issued and outstanding on the date prior to the Closing Date;

(ix) at the Closing Time, the Comfort Letter, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to the date which is two business days prior to the Closing Date, the information contained in the Comfort Letter; and

(x) at the Closing Time, such other materials (the "Closing Materials") as the Underwriters may reasonably require and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date or such other date as the Underwriters may reasonably require;

(l) from and including the date of this Agreement through to and including the Closing Time, do all such acts and things necessary to ensure that all of the representations and warranties of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warranty of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect;


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(m) during the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Lead Underwriter, which consent will not be unreasonably withheld, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Company, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Company's employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Company outstanding on the date hereof; (iii) an issuance of options or securities in connection with a bona fide acquisition by the Company (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision); or (iv) pursuant to the Non-Brokered Offering, and, if applicable, pursuant to the participation right granted to Kinross Gold U.S.A. Inc. under an investor rights agreement dated November 3, 2017 (the "Kinross Offering");

(n) cause each of its directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Lead Underwriter, evidencing their agreement to not, without the consent of the Lead Underwriter, which consent shall not be unreasonably withheld, offer, sell, transfer, pledge, assign, resell or otherwise dispose of (or announce any intention to do so) any securities of the Company held by them or agree to or announce any such offer or sale for a period of 90 days following the Closing Date, other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Company held by such person as of the date of this Agreement;

(o) prior to the filing of the Final Prospectus, provide evidence satisfactory to the Underwriters of the conditional approval of each of the TSX-V of the listing and posting for trading on each of the TSX-V of the Purchased Shares and Additional Common Shares, subject only to satisfaction by the Company of customary post-closing conditions imposed by the TSX-V in similar circumstances (the "Standard Listing Conditions");

(p) advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof; of: (i) the issuance by any Commission of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; (ii) the suspension of the qualification of the Purchased Shares, Over-Allotment Option or Additional Common Shares for offering or sale in any of the Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Commission for amending or supplementing the Preliminary Prospectus or the Final Prospectus or any Supplementary Material or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) or (ii) above and, if any such order is issued, to obtain the withdrawal thereof as promptly as possible;

(q) not reproduce, disseminate, quote from or refer to any written or oral opinions, advice, analysis and materials provided by the Underwriters to the Company in connection with the Offering in whole or in part at any time, in any manner or for any purpose, without the Lead Underwriter's prior written consent in each specific instance, and the Company shall and shall cause its affiliates, officers, directors, shareholders, agents and advisors (including those shareholders who have an advisory relationship with the Company and the directors, officers, and employees of such shareholders) to keep confidential the opinions, advice, analysis and materials furnished to the Company by the Underwriters and their counsel in connection with the Offering;

(r) during the period commencing on the date hereof and until completion of the distribution of any Additional Common Shares, promptly provide to the Underwriters drafts of any press releases of the Company for review by the Underwriters and the Underwriters' counsel prior to issuance, provided that any such review will be completed in a timely manner;

(s) forthwith notify the Underwriters of any breach of any covenant of this Agreement or any Ancillary Documents by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Ancillary Document is or has become untrue or inaccurate in any respect;


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(t) ensure that any news release announcing this Offering and naming the Underwriters will include substantially the following legend:  "NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.", and news releases announcing this transaction will include the following statements: "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.  The securities have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States, absent such registration or an applicable exemption from such registration requirements."; and

(u) use the net proceeds of the Offering substantially in the manner set out in the Final Prospectus under the heading "Use of Proceeds", subject to the qualification set out therein.

6.2 The Underwriters covenant and agree with the Company that they shall:

(a) comply with the Applicable Securities Laws in connection with the offer to sell and distribution of the Purchased Shares (including delivery requirements in respect of the Prospectuses) and shall not, directly or indirectly, solicit offers to purchase or sell the Purchased Shares or deliver any Offering Documents so as to require registration of the Purchased Shares or filing of a prospectus or registration statement with respect to the Purchased Shares or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, without limitation, the United States and the Underwriters shall not make any representations or warranties with respect to the Company or the Purchased Shares, other than as set forth in the Offering Documents. The Underwriters will comply with the obligations applicable to them set out in Schedule "A" to this Agreement;

(b) use their reasonable best efforts to complete the distribution of the Purchased Shares as promptly as possible after the Closing Time and will notify the Company when, in the Underwriters' opinion, the Underwriters have ceased the distribution of the Purchased Shares, and, within 30 days after completion of the distribution, will provide the Company, in writing, with a breakdown of the number of Purchased Shares distributed (i) in each of the Qualifying Jurisdictions where that breakdown is required by a Commission for the purpose of calculating fees payable to, or making filings with, that Commission and (ii) in any other Qualifying Jurisdiction;

(c) upon being satisfied the Prospectuses and any amendments thereto are satisfactory for filing, execute the Prospectuses and any amendments; and

(d) execute such other document or documents as may be required by the Company, acting reasonably.

7. UNDERWRITERS' FEES AND EXPENSES

7.1 In consideration of the services to be rendered by the Underwriters to the Company under this Agreement, the Company agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriting Fee. For the avoidance of doubt, the Underwriting Fee will not apply to the common shares of the Company issued pursuant to the Kinross Offering.

7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs, fees and expenses of or incidental to the creation, issue, sale and distribution of the Purchased Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Company including (i) all costs incurred in connection with the preparation of documents related to the Offering and the Prospectuses; (ii) all expenses and fees of the Underwriters; and (iii) the legal fees and disbursements of the Underwriters' legal counsel, up to a maximum of $75,000 exclusive of taxes and disbursements. For the avoidance of doubt, no costs, fees or expenses shall be paid to the Underwriters in connection with the Kinross Offering.

7.3 The Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Company in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect to all matters covered by this Agreement insofar as such matters relate to the Underwriters.


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8. UNDERWRITING PERCENTAGES

8.1 The obligations of the Underwriters hereunder, including the obligation to purchase Purchased Shares and if the Over-Allotment Option is exercised, any obligation to purchase Additional Common Shares at the Closing Time shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Purchased Shares and Additional Common Shares set out opposite the name of the Underwriters below:

Raymond James Ltd.

50%

   

National Bank Financial Inc.

20%

   

PI Financial Corp.

10%

   

Echelon Wealth Partners Inc.

10%

   

GMP Securities L.P.

5%

   

Roth Capital Partners, LLC

5%

   

 

100%

8.2 In the event that any Underwriter shall at the Closing Time fail to purchase its percentage of the Purchased Shares or Additional Common Shares as provided in section 8.1 (a "Defaulting Underwriter") and the percentage of Purchased Shares or Additional Common Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the aggregate Purchased Shares or Additional Common Shares, the other Underwriters shall be severally, and not jointly, nor jointly and severally, obligated, to purchase all of the Purchased Shares and Additional Common Shares that the Defaulting Underwriter has failed to purchase; the Underwriters shall purchase such Purchased Shares and Additional Common Shares pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that the percentage of Purchased Shares or Additional Common Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Purchased Shares or Additional Common Shares, the others shall have the right, but shall not be obligated, to purchase all of the percentage of the Purchased Shares and Additional Common Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right shall purchase such Purchased Shares and Additional Common Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others that are not in default shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Purchased Shares (or in the event of the exercise of the Over-Allotment Option in whole or in part, the Additional Common Shares in respect of which the Over-Allotment Option has been exercised) or relieve from liability to the Company any Underwriter which shall be so in default.

9. CONDITIONS PRECEDENT

9.1 The following are conditions to the obligations of the Underwriters to complete the transactions contemplated in this Agreement, which conditions may be waived in writing in whole or in part by the Lead Underwriter on behalf of the Underwriters in its sole discretion:

(a) all actions required to be taken by or on behalf of the Company, including without limitation the passing of all requisite resolutions of directors of the Company approving the transaction contemplated hereunder, will have been taken so as to approve the Prospectuses, to obtain the requisite approval of the TSX-V to the Offering and to validly offer, sell and distribute the Purchased Shares, grant the Over-Allotment Option and distribute the Additional Common Shares;

(b) the Company will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Prospectuses, including without limitation a receipt from the Commissions pursuant to NP 11-202 in respect of the Prospectuses, to permit the Company to complete its obligations hereunder;


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(c) the Company will have, within the required time set out hereunder, delivered or caused the delivery of the required Comfort Letter, Legal Opinions, U.S. Legal Opinion, Officer's Certificate, the Title Opinion and other Closing Materials as the Underwriters may reasonably require in form and substance satisfactory to the Underwriters and their counsel, acting reasonably;

(d) no order ceasing or suspending trading in any securities of the Company, or ceasing or suspending trading by the directors, officers or promoters of the Company, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose, to the knowledge of the Company, will be pending or threatened;

(e) as of the Closing Time, there shall be: no reports or information that in accordance with the requirements of Regulatory Authorities in Canada must be made publicly available in connection with the sale of the Purchased Shares and the Additional Common Shares that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectuses that have not been filed as required and delivered to the Underwriters; no contracts, documents or other materials required to be described or referred to in the Prospectuses or the U.S. Memorandum that are not described or referred to as required and delivered to the Underwriters;

(f) the Underwriters shall have received at the Closing Time a letter from the transfer agent of the Company dated the date of Closing and signed by an authorized officer of such transfer agent confirming the number of issued and outstanding common shares of the Company;

(g) the Underwriters not having exercised any rights of termination set forth in this Agreement;

(h) there shall not have occurred any adverse material change (actual, anticipated, contemplated or, to the knowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise),financial position or capital of the Company not disclosed in the Continuous Disclosure Materials;

(i) the Company will have, as of the Closing Time, complied in all material respects with all of its covenants and agreements contained in this Agreement, including without limitation all requirements for approval of the Offering and the listing and posting for trading of the Purchased Shares and Additional Common Shares on the TSX-V as required to be provided prior to the Closing Time; and

(j) the representations and warranties of the Company contained in this Agreement will be materially true and correct as of the Closing Time as if such representations and warranties had been made as of the Closing Time.

10. CLOSING

10.1 The Company and the Underwriters shall cause the Closing to occur on December 4, 2019 or such other date as may be agreed by the Company and the Underwriters. The closing of the transactions contemplated under this Agreement (the "Closing") shall be completed at the offices of Cassels Brock & Blackwell LLP, legal counsel to the Company, at the Closing Time on December 4, 2019 or such other time and date as may be agreed to by the Company and the Underwriters (the "Closing Date").

10.2 On the Closing, the Company shall issue and deliver to the Underwriters the one or more global certificates (in physical or electronic form as the Lead Underwriter may advise) representing the Purchased Shares and, subject to receipt of the notice in accordance with the Over-Allotment Option, the Additional Common Shares specified in such notice, in the names and denominations reasonably requested by the Underwriters; provided that separate certificates (in physical or electronic form as the Lead Underwriter may advise) shall be issued to or in respect of each U.S. Accredited Investor, if any, that is purchasing Purchased Shares at the Closing, registered in the name of such U.S. Accredited Investor or its nominee or as otherwise directed by Lead Underwriter.


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10.3 At the Closing Time, the Company shall deliver to the Underwriters such documents set forth in section 6.1(k).

10.4 If the Company has satisfied all of its obligations under this Agreement, at the Closing the Underwriters shall pay to the Company the aggregate gross proceeds of the sale of the Purchased Shares, less the Underwriting Fee and expenses as provided in section 7 hereof.

11. OPTION CLOSING

11.1 In the event the Over-Allotment Option is exercised, at the Option Closing, subject to the terms and conditions contained in this Agreement, the Company shall issue and deliver to the Underwriters in such locations that the Lead Underwriter advises the Company the certificates (in physical or electronic form as the Lead Underwriter may advise in the notice) representing the Additional Common Shares to be issued at the Option Closing in the names and denominations reasonably requested by the Underwriters.

11.2 The Option Closing shall occur not more than three business days after the date that the notice of exercise of the Over-Allotment Option has been given in accordance with the terms of the Over-Allotment Option.

11.3 At the Option Closing, the Company shall deliver to the Underwriters such documents set forth in section 6.1(k) except paragraphs (i), (ii), (iii) and (v) , as the Underwriters may request.

11.4 If the Company has satisfied all of its obligations under this Agreement, on the Over-Allotment Closing Date the Underwriters shall pay to the Company the gross proceeds of the sale of the Additional Common Shares, less the Underwriting Fee.

12. INDEMNITY

12.1 The Company (the "Indemnitor") agrees to indemnify and hold harmless the Underwriters and their respective affiliates, their respective present and former directors, officers, employees, agents, partners, advisors, shareholders and each other person, if any, controlling an Underwriter or any of its affiliates (collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), to the full extent lawful, from and against any and all expenses, losses, claims, actions, damages and liabilities, joint or several, (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, actions, damages or liabilities relate to, are caused by, result from, arise out of or are based upon, directly or indirectly:

(a) any breach of or default under any representation, warranty, covenant or agreement of the Company in this Agreement or any other document to be delivered in connection with the Offering, or the failure of the Company to comply with any of its obligations under this Agreement or under those other documents;

(b) the Company not complying with any requirement of any securities laws relating to the Offering of the Purchased Shares and Additional Common Shares;

(c) any information or statement contained in any of the offering documents or any other document or material filed or delivered by or on behalf of the Company in connection with the Offering (except any information or statement relating solely to the Underwriters and furnished by the Underwriters specifically for use in such documents, being or being alleged to be an untrue statement or misrepresentation);

(d) any omission or alleged omission to state in any offering document filed or delivered by or on behalf of the Company in connection with the Offering (except facts relating solely to the Underwriters and provided by the Underwriters), required to be stated in such offering document or necessary to make any statement in such offering document not misleading in light of the circumstances under which it was made; or


22

(e) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or any other governmental authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation contained in any of the offering documents or in any certificate or other document of the Company filed or delivered in connection with the Offering or based on any failure to comply with the securities laws (except an untrue statement, omission or misrepresentation relating solely to the Underwriters and furnished by them specifically for use in such documents) preventing or restricting the trading in or the sale or distribution of the Purchased Shares and Additional Common Shares.

12.2 Notwithstanding the foregoing, this indemnity shall not apply to an Indemnified Party to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the breach of this Agreement, fraud, gross negligence or wilful misconduct of such Indemnified Party.

12.3 The Indemnitor also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting claims on the Indemnitor's behalf or in right for or in connection with the Offering, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Indemnitor are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the breach of this Agreement, fraud, gross negligence or wilful misconduct of an Indemnified Party.

12.4 If for any reason (other than a determination by a court of competent jurisdiction in a final judgment that has become non-appealable that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the breach of this Agreement, fraud, gross negligence or wilful misconduct of such Indemnified Party) the indemnification provided for herein is unavailable to any Indemnified Party or is insufficient to hold any Indemnified Party harmless, the Indemnitor shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor or any Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, damage or liability in excess of such amount over the aggregate amount of the fee received by the Underwriters pursuant to the Offering.

12.5 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or any Indemnified Party by any governmental authority or stock exchange or if such authority or exchange shall investigate the Indemnitor and/or any Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse an Underwriter for time spent by its, or any of its affiliates, directors, officers, employees, partners or agents (collectively, "Personnel") in connection therewith based on such Underwriter's then current schedule of per diem fees for its personnel) and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Indemnitor as they occur.

12.6 Promptly after receiving notice of an action, suit, proceeding or claim against any Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor pursuant to this indemnity, such Indemnified Party will notify the Indemnitor in writing of the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to any Indemnified Party, except only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had an Indemnified Party not so delayed in or failed to give the notice required hereunder.


23

12.7 The Indemnitor shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Indemnitor notifying an Indemnified Party in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with such defence. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

12.8 Notwithstanding the foregoing, any Indemnified Party shall have the right, at the Indemnitor's expense, to employ counsel of such Indemnified Party's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within 30 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that representation of both parties by the same counsel would be inappropriate because there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf).

12.9 No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

12.10 The Indemnitors hereby acknowledges that the Underwriters act as trustee for the other Indemnified Parties of the Indemnitor's covenants under this indemnity with respect to such persons and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

12.11 This indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, and any Indemnified Party. The foregoing provisions shall survive the completion of the Offering.

13. TERMINATION OF AGREEMENT

13.1 Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by the Company to comply with any conditions in favour of the Underwriters prior to the Closing Date shall entitle the Underwriters to terminate in accordance with section 13.2(d) their obligation to purchase the Purchased Shares and any Additional Common Shares by written notice to that effect given to the Company prior to the Closing Time on the Closing Date or Option Closing (as applicable). The Company shall use its reasonable commercial efforts to cause all conditions in this Agreement to be satisfied. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non-compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

13.2 This Agreement and any obligation of the Underwriters to purchase Purchased Shares and any Additional Common Shares may be terminated by the Lead Underwriter, on behalf of the Underwriters, upon delivery of written notice to the Company at any time up to the Closing of the Offering if at any time prior to the Closing of the Offering:


24

(a) there shall have occurred any material change, change in any material fact, or have arisen or been discovered any new material fact, that would be expected to in the opinion of Lead Underwriter, acting reasonably, on behalf of the Underwriters, have a significant adverse effect on the market price or value of the common shares of the Company; or

(b) any inquiry, investigation, action, suit, investigation or other proceeding (formal or informal) is made by any domestic or foreign federal, provincial, state, municipal or other domestic or foreign government department, commission, board, bureau, agency or instrumentality, including without limitation, the TSX-V or any securities regulatory authority, which, in the opinion of Lead Underwriter, acting reasonably, prevents or restricts trading of the securities of the Company or adversely affects or will adversely affect the financial markets or the business, operations or affairs of the Company; or

(c) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of Lead Underwriter materially adversely affects or involves, or would reasonably be expected to materially adversely affect or involve, the financial markets or the business, operations or affairs of the Company and the Subsidiaries, taken as a whole; or

(d) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false.

13.3 The Lead Underwriter shall use reasonable efforts to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in section 13.2 provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Lead Underwriter to exercise its rights under section 13.2, on behalf of the Underwriters, at any time prior to or at the Closing Time on the Closing Date or the Over-Allotment Closing Date (as the case may be).

13.4 The rights of termination contained in this section 13 as may be exercised by the Lead Underwriter, on behalf of Underwriters, are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement.

13.5 If the obligations of the Underwriters are terminated under this Agreement pursuant to these termination rights, the Company's liabilities to the Underwriters shall be limited to the Company's obligations under subsection 6.1(q), section 7, section 12 and section 13.

14. RELATIONSHIP WITH THE TMX GROUP LIMITED

14.1 Certain of the Underwriters, or affiliates thereof, own or control an equity interest in TMX Group Limited ("TMX Group") and may have a nominee director serving on the TMX Group's board of directors. As such, such investment dealers may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of such dealer supplying or continuing to supply a product or service.

15. GENERAL

15.1 Any notice to be given hereunder shall be in writing and may be given by email or by hand delivery and shall, in the case of notice to the Company, be addressed and emailed or delivered to:


25

Integra Resources Corp.
400 Burrard Street, Suite 1050
Vancouver, BC  V6C 3A6

Attention: George Salamis
Email: george@integraresources.com

with a copy to:

Cassels Brock & Blackwell LLP
Suite 2200, HSBC Building
885 West Georgia Street
Vancouver, BC  V6C 3E8

Attention: David Redford
Email: dredford@cassels.com

and in the case of the Underwriters, be addressed and emailed or delivered to each of:

Raymond James Ltd.
Scotia Plaza, Suite 5400
40 King Street West
Toronto, ON  M5H 3Y2

Attention: Kevin Carter
Email: kevin.carter@raymondjames.ca

National Bank Financial Inc.
475 Howe Street, Suite 3000

Vancouver BC V6C 2B3

Attention: Morten Eisenhardt
Email: morten.eisenhardt@nbc.ca

PI Financial Corp.
1900 - 666 Burrard Street
Vancouver, BC  V6C 3N1

Attention: Dan Barnholden
Email: dbarnholden@pifanancial.com

Echelon Wealth Partners Inc.
1 Adelaide Street East, Suite 2100

Toronto ON M5C 2V9

Attention: David G. Anderson
Email: danderson@echelonpartners.com

GMP Securities L.P.
145 King Street West, Suite 300
Toronto, ON  M5H 1J8

Attention: Pierre Laliberte
Email: plaliberte@gmpsecurities.com

Roth Capital Partners, LLC
57 W 57th Street
New York, New York 10019

Attention: Joseph Barry
Email: jbarry@roth.com


26

with a copy to:

Blake, Cassels & Graydon LLP
595 Burrard Street
Suite 2600, Three Bentall Centre
Vancouver BC  V7X 1L3

Attention: Bob Wooder
Email: bob.wooder@blakes.com

The Company and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.

15.2 Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this section 15.2 or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies under this Agreement.

15.3 This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein and this Agreement supersedes any previous agreements, arrangements or understandings among the parties, including the "bought deal" offering letter dated November 14, 2019, as amended November 15, 2019.

15.4 The headings in this Agreement are for reference only and do not constitute terms of the Agreement.

15.5 Except as expressly provided for in this Agreement, all warranties, representations, covenants and agreements of the Company herein contained, or contained in, documents submitted or required to be submitted pursuant to this Agreement, shall survive the purchase by the Underwriters of the Purchased Shares and any Additional Common Shares for the longer of two years following the date of Closing and the date on which any applicable prospectus liability could apply.  For greater certainty, the provisions contained in this Agreement in any way related to the indemnification or the contribution obligations, including those provided for in section 12, shall survive and continue in full force and effect, subject only to the applicable limitation period prescribed by law.

15.6 No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by the parties directly affected by such alteration, amendment, modification or interpretation.

15.7 The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date, reasonably require in order to carry out the full intent and meaning of this Agreement.

15.8 This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto.

15.9 This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the Canadian federal laws applicable therein.

15.10 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

15.11 The parties in may sign this Agreement as many counterparts as may be deemed necessary and may be delivered by facsimile, all of which so signed and delivered shall be deemed to be an original and together shall constitute one and the same instrument.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]


If the foregoing is in accordance with your understanding and agreed to by you, please signify your acceptance on the accompanying counterparts of this Agreement and return same to the Underwriters whereupon this Agreement as so accepted shall constitute an agreement between the Company and the Underwriters enforceable in accordance with its terms.

Yours truly,

RAYMOND JAMES LTD.

By: "Kevin Carter"                                        

 Name: Kevin Carter
 Title: Managing Director

NATIONAL BANK FINANCIAL INC.

By: "Morten Eisenhardt"                              

 Name: Morten Eisenhardt
 Title: Managing Director

PI FINANCIAL CORP.

By: "Dan Barnholden"                                  

 Name: Dan Barnholden
 Title: Managing Director, Co-Head of Investment Banking

ECHELON WEALTH PARTNERS INC.

By: "David G. Anderson"                              

 Name: David G. Anderson
 Title: Head of Investment Banking

GMP SECURITIES L.P.

By: "Pierre Laliberte"                                  

 Name: Pierre Laliberte
 Title: Director, Investment Banking

ROTH CAPITAL PARTNERS, LLC

By: "Aaron Gurewitz"                                  

 Name: Aaron Gurewitz
 Title: Head of Equity Capital Markets

 

Signature page - Underwriting Agreement


The foregoing is accepted and agreed to on November 19, 2019, effective as of the date appearing on the first page of this Agreement.

INTEGRA RESOURCES CORP.

By: "George Salamis"                                              

 Name: George Salamis
 Title: President and CEO


SCHEDULE "A"

UNITED STATES OFFERS AND SALES

1. As used in this Schedule "A", capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agreement to which this Schedule "A" is annexed and the following terms shall have the meanings indicated:

(a) "affiliate" means "affiliate" as defined in Rule 405 under the U.S. Securities Act;

(b) "Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S; without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of "directed selling efforts" contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Purchased Shares or Additional Common Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Purchased Shares or Additional Common Shares;

(c) "Foreign Issuer" shall have the meaning ascribed thereto in Rule 902(e) of Regulation S; without limiting the foregoing, but for greater clarity, it means any issuer that is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (i) more than 50% of the outstanding voting securities of such issuer are owned of record either directly or indirectly by residents of the United States; and (ii) any of the following: (A) the majority of the executive officers or directors are United States citizens or residents, (B) more than 50% of the assets of the issuer are located in the United States, or (C) the business of the issuer is administered principally in the United States;

(d) "General Solicitation" and "General Advertising" means "general solicitation" and "general advertising", respectively, as used under Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or any other telecommunications medium, including electronic display or television, or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

(e) "Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;

(f) "SEC" means the United States Securities and Exchange Commission;

(g) "Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S; and

(h) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

2. Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters acknowledges that neither the Purchased Shares nor any Additional Common Shares have been registered under the U.S. Securities Act and may be offered and sold within the United States or to persons in the United States (other than persons excluded from the definition of "U.S. person" pursuant to Rule 902(k)(2)(vi) or Rule 902(k)(2)(j) of Regulation S) only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws of any state, territory or possession of the United States ("state securities laws"). Accordingly, each Underwriter represents, warrants and covenants to the Company that:


A-2

(a) It has not offered and sold, and will not offer and sell, any Purchased Shares or Additional Common Shares constituting part of its allotment, except (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) in the United States as provided in paragraphs (b) through (m) below. Accordingly, none of the Underwriters, the U.S. Affiliates, any of their affiliates or any persons acting on their behalf has engaged or will engage in any Directed Selling Efforts with respect to the Purchased Shares or Additional Common Shares.

(b) It has not entered into and will not enter into any contractual arrangement with respect to the distribution of the Purchased Shares or Additional Common Shares, except with its affiliates or the U.S. Affiliates without the prior written consent of the Company.  It shall require each U.S. Affiliate and each other affiliate to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each U.S. Affiliate and each other affiliate complies with, the provisions of this Schedule "A" applicable to such Underwriter as if such provisions applied to such U.S. Affiliate or other affiliate, as applicable.

(c) All offers and sales of Purchased Shares and Additional Common Shares in the United States shall be made through a U.S. Affiliate, which on the dates of all such offers and subsequent sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws of the United States (except where exempted from the respective state's broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. broker-dealer requirements.  Each U.S. Affiliate reselling Purchased Shares or Additional Common Shares to Qualified Institutional Buyers under Rule 144A and is and will be a Qualified Institutional Buyer on the date hereof and at the Closing Date and date of the Option Closing.

(d) In connection with offers and sales of Purchased Shares and Additional Common Shares in the United States, none of it, its U.S. Affiliate, its other affiliates or any person acting on its or their behalf has engaged or will engage in (i) any form of General Solicitation or General Advertising, or (ii) any conduct in the United States involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

(e) Any offer, sale or solicitation of an offer to buy Purchased Shares or Additional Common Shares that has been made or will be made in the United States was or will be made only (i) on behalf of the Underwriter or its U.S. Affiliate, acting as principal, in compliance with Rule 144A to Qualified Institutional Buyers, or (ii) on behalf of the Company in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to U.S. Accredited Investors, who, in each case, is acquiring the Purchased Shares or Additional Common Shares for its own account or for the account of a Qualified Institutional Buyer or a U.S. Accredited Investor, as the case may be, with respect to which it exercises sole investment discretion. Any sales of Purchased Shares or Additional Common Shares made to Substituted Purchasers in the United States will be made directly by the Company to U.S. Accredited Investors purchasing as Substituted Purchasers, and the Underwriter and its U.S. Affiliate shall act in the capacity as placement agent for such sales.

(f) Each offeree in the United States shall be provided, prior to the time of purchase of any Purchased Shares or Additional Common Shares, with a copy of the Preliminary U.S. Private Placement Memorandum and the Final U.S. Private Placement Memorandum and no other written material will be used in connection with the offer or sale of the Purchased Shares or Additional Common Shares in the United States.

(g) Each offeree in the United States shall be a Qualified Institutional Buyer or a U.S. Accredited Investor and it had a relationship with such offeree (with the exception of offerees that constitute part of the President's List Orders), prior to the offer of the Purchased Shares or Additional Common Shares to the offeree, such that it was in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or agent, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Purchased Shares or Additional Common Shares, i.e., that it is a sophisticated investor.


A-3

(h) At least one business day prior to the Closing Date and any Over-Allotment Closing Date, it will provide the transfer agent, the Company and its counsel with a list of each purchaser of the Purchased Shares or Additional Common Shares in the United States or that was offered Purchased Shares or Additional Common Shares in the United States.

(i) At Closing and at any Option Closing, each Underwriter and U.S. Affiliate who made offers or sales of the Purchased Shares or Additional Common Shares in the United States will (i) provide a certificate, substantially in the form of Exhibit A to this Schedule "A", relating to the manner of the offer and sale of the Purchased Shares or Additional Common Shares in the United States, and (ii) provide copies of (A) the Accredited Investor Letters, in the form attached as Exhibit B to the Final U.S. Private Placement Memorandum, executed by the U.S. Accredited Investors purchasing Purchased Shares or Additional Common Shares, and/or (B) the Qualified Institutional Buyer Letters, in the form attached as Exhibit A to the Final U.S. Private Placement Memorandum, executed by the Qualified Institutional Buyers purchasing Purchased Shares or Additional Common Shares.

(j) All Purchased Shares or Additional Common Shares sold to a U.S. Accredited Investor that is in the United States or that was offered Purchased Shares or Additional Common Shares in the United States will bear a legend to the effect contained in the Final U.S. Private Placement Memorandum.

(k) Each Qualified Institutional Buyer has been advised that it must implement appropriate internal controls and procedures to ensure that such Purchased Shares or Additional Common Shares, as applicable, shall be properly identified in the Company's records as restricted securities that are subject to the transfer restrictions set forth the Qualified Institutional Buyer Letters notwithstanding the absence of a U.S. restricted legend or restricted CUSIP number.

(l) As of each Closing Date, with respect to Purchased Shares or Additional Common Shares offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of it, its U.S. Affiliate, or any of its or its U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the offering of Regulation D Securities, the Underwriter's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Regulation D Securities, or any other person associated with any of the above persons that has been or will be paid, directly or indirectly, remuneration for solicitation of purchasers of Regulation D Securities pursuant to Rule 506(b) of Regulation D (each, a "Dealer Covered Person" and, together, "Dealer Covered Persons"), is subject to is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event"), except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. As of the Closing Date, it represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.

(m) None of it, its affiliates or any person acting on its or their behalf has engaged or will engage, directly or indirectly, in any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.

3. Representations, Warranties and Covenants of the Company

 The Company represents, warrants and covenants that:

(a) The Company is a Foreign Issuer with no Substantial U.S. Market Interest in its common shares.


A-4

(b) The Company is not, and as a result of the sale of the Purchased Shares or any Additional Common Shares contemplated hereby will not be, required to be registered as an "investment company" as defined in the United States Investment Company Act of 1940, as amended.

(c) Except with respect to offers and sales to Qualified Institutional Buyers or U.S. Accredited Investors in reliance upon exemptions from registration under the U.S. Securities Act and state securities laws, neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates and any person acting on its or their behalf, as to whom the Company makes no representation, warranty, agreement or covenant), has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, any Purchased Shares or Additional Common Shares to a person in the United States; or (ii) any sale of Purchased Shares or Additional Common Shares unless, at the time the buy order was or will have been originated, the purchaser is (A) outside the United States or (B) such offeror reasonably believes that the purchaser is outside the United States.

(d) None of the Company, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates and any person acting on its or their behalf, as to whom the Company makes no representation, warranty, agreement or covenant), has made or will make any Directed Selling Efforts with respect to the Purchased Shares or Additional Common Shares.

(e) None of the Company, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates and any person acting on its or their behalf, as to whom the Company makes no representation, warranty, agreement or covenant), has engaged in or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Purchased Shares or Additional Common Shares in the United States.

(f) The Preliminary U.S. Private Placement Memorandum and the Final U.S. Private Placement Memorandum (and any other material or document prepared or distributed by or on behalf of the Company used in connection with offers and sales of the Purchased Shares or Additional Common Shares) include, or will include, statements to the effect that the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States unless exemptions from the registration requirements of the U.S. Securities Act and state securities laws are available.  Such statements have appeared, or will appear, (i) on the cover or inside cover page of the Preliminary Prospectus and the Final Prospectus; (ii) in the "Plan of Distribution" section of the Preliminary Prospectus and the Final Prospectus; and (iii) in any press release or other public statement made or issued by the Company or anyone acting on the Company's behalf (other than the Underwriters, the U.S. Affiliates and any person acting on its or their behalf, as to whom the Company makes no representation, warranty, agreement or covenant) in connection with the Purchased Shares or Additional Common Shares.

(g) Except for the Non-Brokered Offering of common shares in the capital of the Company, the Company has not sold, offered for sale or solicited any offer to buy, during the period beginning six months prior to the start of the offering of the Purchased Shares or Additional Common Shares, and will not sell, offer for sale or solicit any offer to buy, during the period ending six months after the completion of the offering of the Purchased Shares or Additional Common Shares, any of its securities in the United States in a manner that would be integrated with and would cause either of the exemptions from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act and Rule 144A, or the exclusion from registration provided by Rule 903 of Regulation S, to be unavailable with respect to offers and sales of the Purchased Shares or Additional Common Shares pursuant to this Schedule "A".

(h) Each offeree in the United States that shall constitute part of the President's List Orders shall be a Qualified Institutional Buyer or a U.S. Accredited Investor and the Company had a relationship with such offeree, prior to the offer of the Purchased Shares or Additional Common Shares to the offeree, such that it was in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or agent, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Purchased Shares or Additional Common Shares, i.e., that it is a sophisticated investor.


A-5

(i) The Purchased Shares or Additional Common Shares are not, and as of the Closing Time, will not be, and no securities of the same class as the Purchased Shares or Additional Common Shares are or will be, (i) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, (ii) quoted in a "U.S. automated inter-dealer quotation system", as such term is used in Rule 144A, or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than 10% for securities so listed or quoted.

(j) None of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining that person for failure to comply with Rule 503 of Regulation D.

(k) As of each Closing Date, with respect to the Regulation D Securities, none of the Company, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Company participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person (as defined below), as to whom no representation, warranty or covenant is made) (each, an "Issuer Covered Person" and, collectively, the "Issuer Covered Persons") is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under Regulation D.  The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.  If applicable, the Company has complied with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to each Underwriter and its U.S. Affiliate(s) a copy of any disclosures provided thereunder.

(l) None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Securities Act in connection with the offer and sale of the Purchased Shares or Additional Common Shares.


 

EXHIBIT A
TO SCHEDULE "A"
UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of common shares of Integra Resources Corp. (the "Company") pursuant to an underwriting agreement (the "Underwriting Agreement") dated November 19, 2019, among the Company, Raymond James Ltd., National Bank Financial Inc., PI Financial Corp., Echelon Wealth Partners Inc., GMP Securities L.P. and Roth Capital Partners, LLC, the undersigned hereby certifies as follows:

(a) the undersigned is on the date hereof, and was on the date of each offer and sale of Purchased Shares or Additional Common Shares made in the United States, a duly registered broker or dealer with the SEC and in each applicable state pursuant to such state's broker-dealer laws (unless exempted from the respective state's broker-dealer registration requirements), and a member of, and in good standing with, the Financial Industry Regulatory Authority, and all offers and sales of Purchased Shares or Additional Common Shares in the United States will be effected in accordance with all U.S. federal and state broker-dealer requirements and in compliance with, or pursuant to exemptions from, the registration or qualification requirements of all applicable state securities laws;

(b) each offeree was provided with a copy of the confidential Preliminary U.S. Private Placement Memorandum and a copy of the confidential Final U.S. Private Placement Memorandum and no other written material was used or will be used in connection with the offer and sale of the Purchased Shares or Additional Common Shares in the United States;

(c) each offeree in the United States was a Qualified Institutional Buyer or a U.S. Accredited Investor and, on the date hereof, each person purchasing Purchased Shares or Additional Common Shares in the United States or that was offered Purchased Shares or Additional Common Shares in the United States is a Qualified Institutional Buyer or a U.S. Accredited Investor;

(d) no form of General Solicitation or General Advertising was used by the undersigned in connection with the offer or sale of the Purchased Shares or Additional Common Shares in the United States, nor have the undersigned solicited offers for or offered to sell the Purchased Shares or Additional Common Shares by any means involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(e) immediately prior to transmitting any materials to an offeree of Purchased Shares or Additional Common Shares in the United States, the undersigned had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor;

(f) prior to any sale of Purchased Shares or Additional Common Shares to a U.S. Accredited Investor that was purchasing the Purchased Shares or Additional Common Shares pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, the undersigned caused each such purchaser to execute a subscription agreement in the form of Exhibit B attached to the Final U.S. Private Placement Memorandum;

(g) prior to any sale of Purchased Shares or Additional Common Shares to a Qualified Institutional Buyer that was purchasing the Purchased Shares or Additional Common Shares pursuant to Rule 144A, the undersigned caused each such purchaser to execute a letter in the form of Exhibit A attached to the Final U.S. Private Placement Memorandum;

(h) none of the undersigned, or their respective affiliates or any person acting on any of their behalf, has taken or will take any action, directly or indirectly, that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Purchased Shares or Additional Common Shares;

(i) no Dealer Covered Person is subject to any Disqualification Event; and


A-2

(j) all offers and sales of the Purchased Shares or Additional Common Shares in the United States have been conducted in accordance with the terms of the Underwriting Agreement, including Schedule "A" thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule "A" thereto), unless otherwise defined herein.

DATED this        day of [●], 2019.

[Underwriter]

 

[US Affiliate of Underwriter]

       
       

By:

 

By:

 

 

Authorized Signing Officer

 

Authorized Signing Officer

 

 

 

 



 

SCHEDULE "B"

OUTSTANDING CONVERTIBLE SECURITIES

Please see attached.

KINROSS INVESTOR RIGHTS AGREEMENT

In connection with the issuance of the Integra Consideration Shares to Kinross during the Acquisition of the DeLamar Project from a wholly owned subsidiary of Kinross Gold Corp, Kinross and the Company entered into an investor rights agreement on the effective date of the DeLamar Closing, pursuant to which, and subject to certain conditions, Kinross has the right (until such time as Kinross beneficially owns less than 5% of the Integra Shares for the first time following completion of the Transaction) to

(i) participate in any future equity offerings by the Company in order to maintain its proportionate interest in the Company and (ii) nominate one person to the board of directors of the Company (until such time as Kinross beneficially owns less than 9.9% of the Integra Shares for the first time following completion of the Transaction).

COEUR INVESTOR RIGHTS AGREEMENT

In connection with the Non-Brokered Offering (defined above), Coeur Mining, Inc. ("Coeur") and the Company will enter into an investor rights agreement on closing of the Non-Brokered Offering, pursuant to which, and subject to certain conditions, Coeur has (i) the right (until November 25, 2021) to participate in any future equity offerings by the Company in order to maintain its proportionate interest in the Company; and (ii) the right to appoint two members to a newly created five person technical committee so long as Coeur continues to hold at least 2.4% of the Company's issued and outstanding common share capital.


 


 

No. of
options
outstanding

Weighted
average
remaining
life (Years)

 

Exercise price

 

No. of
options
currently
exercisable

 

Expiration date

 

 

4,015,000

 

$1.00

1,705,001

November 3, 2022

 

225,000

 

$1.28

75,000

February 1, 2023

 

250,000

 

$1.18

166,667

February 28, 2023

 

225,000

 

$0.87

75,000

August 29, 2023

 

100,000

 

$0.87

33,333

September 10, 2023

 

1,828,500

 

$0.80

133,333

November 23, 2023

 

250,000

 

$0.80

83,333

December 13, 2023

 

100,000

 

$0.87

-

January 11, 2024

 

125,000

 

$0.86

-

January 16, 2024

 

250,000

 

$1.31

83,333

September 16, 2024

Total

7,368,500

3.55

$0.96

2,355,000

 



 

SCHEDULE "C"

LEGAL OPINION

(a) each of the Company and the Subsidiaries is a corporation duly incorporated, continued, or amalgamated, as the case may be, and validly existing and is in good standing under the laws of the jurisdiction in which it was incorporated, continued, or amalgamated, as the case may be;

(b) each of the Company and the Subsidiaries has all requisite corporate power and capacity to carry on its business as now conducted as described in the Final Prospectus and to own, lease and operate its property and assets described in the Final Prospectus and the Company has the requisite corporate power and capacity to execute and deliver this Agreement and to carry out the transactions contemplated hereby;

(c) the Company's ownership interest in each of the Subsidiaries;

(d) the authorized and issued capital of the Company and each of the Subsidiaries;

(e) all necessary corporate action having been taken by Company to authorize the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder and to authorize the issuance, sale and delivery of the Purchased Shares and Additional Common Shares and the grant of the Over-Allotment Option;

(f) the Purchased Shares have been validly created and will be issued as fully-paid and non-assessable common shares in the capital of the Company upon full payment therefor and, upon full payment therefor, and the issue thereof, the Additional Common Shares will have been validly issued as fully paid and non-assessable common shares in the capital of the Company;

(g) the Additional Common Shares have been duly created, allotted and reserved for issuance by the Company;

(h) the form and terms of the definitive certificate representing the common shares have been approved by the directors of the Company and comply in all material respects with the Business Corporations Act (British Columbia), the notice of articles and articles of the Company and the rules and by-laws of the TSX-V;

(i) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and perform its obligations under this Agreement; and (ii) to issue the Purchased Shares and Additional Common Shares;

(j) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Commissions;

(k) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;

(l) the execution and delivery of this Agreement, the fulfillment of the terms hereof by the Company and the offering, issuance, sale and delivery of the Purchased Shares and Additional Common Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or notice of articles of the Company;


C-2

(m) TSX Trust Company is the duly appointed registrar and transfer agent for the common shares of the Company;

(n) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction to qualify the distribution of the Purchased Shares, the Over-Allotment Option and the Additional Common Shares in each of the Qualifying Jurisdictions through persons who are duly registered under Applicable Securities Laws and who have complied with the relevant provisions of such applicable laws; and

(o) as to the accuracy of the statements under the headings "Eligibility For Investment" in the Prospectuses.


SCHEDULE "D"

LIST OF PROPERTY RIGHTS

Please see attached.


287 unpatented lode and placer mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Loc. Date

Original
Bk/Pg/Doc

Amended
Bk/Pg/Doc

1 (160 ac Placer)

Barnes

IMC-50576

Apr/15/1980

163589

 

2 (38 ac Placer)

Blue Gulch

IMC-50577

Apr/15/1980

163585

 

3

Century

IMC-19303

Jul/03/1933

19/130; 46550

 

4 (160 ac Placer)

CHINA

IMC-49020

Oct/21/1979

163225

 

5

COLUMBIA

IMC-19297

Jun/24/1908

14/353

 

6

Cook 2

IMC-16257

Jul/17/1964

26/378; 111933

 

7

Cook 3

IMC-16258

Jul/17/1964

26/379; 111934

 

8

Cook 6

IMC-16261

Jul/17/1964

26/382; 111937

 

9

Cook 8

IMC-16263

Jul/17/1964

26/384; 111939

 

10

Cook 10

IMC-16265

Jul/17/1964

26/386; 111941

 

11

Cook 12

IMC-16267

Jul/17/1964

26/388; 111943

 

12

Cook 14

IMC-16269

Jul/17/1964

26/390; 111945

 

13

Cook 16

IMC-16271

Jul/17/1964

26/392; 111947

 

14

Cook 19

IMC-16274

Jul/18/1964

26/395; 111950

 

15

Cook 48

IMC-16303

Jul/22/1964

26/424; 111979

 

16

Cook 52

IMC-16307

Nov/23/1967

28/124; 119693

 

17

Cook 53

IMC-16308

Nov/23/1967

28/125; 119694

 

18

Cook 54

IMC-16309

Nov/23/1967

28/126; 119695

 

19

Cook 56

IMC-16311

Nov/23/1967

28/128; 119697

 

20

Cook 57

IMC-16312

Nov/23/1967

28/129; 119698

 

21

Cook 58

IMC-16313

Nov/23/1967

28/130; 119699

 

22

Cook 60

IMC-16315

0ct/04/1968

28/382

 

23

Cook 62

IMC-16317

0ct/04/1968

28/384

 

24

Cook 74

IMC-16329

Octy 13/1968

29/244; 122410

 

25

Cook 75

IMC-16330

Oct/15/1968

29/245; 122411

 

26

Cook 76

IMC-16331

Oct/15/1968

29/246; 122412

 

27

Cook 77

IMC-16332

Oct/15/1968

29/247; 122413

 

28

Cook 78

IMC-16333

Oct/27/1968

29/248; 122414

 

29

Cook 79

IMC-16334

Oct/27/1968

29/249; 122415

 

30

Cop 1

IMC-16337

Nov/24/1967

28/139; 120085

 

31

Cop 3

IMC-16339

Nov/24/1967

28/141; 120087

 

32

Cop 5

IMC-16341

Nov/24/1967

28/143; 120089

 

33

Cop 7

IMC-16343

Nov/25/1967

28/145; 120091

 

34

Cop 9

IMC-16345

Nov/25/1967

28/147; 120093

 

35

Cop 11

IMC-16347

Nov/25/1967

28/149; 120095

 

36

Cop 13

IMC-16349

Nov/24/1967

28/151; 120097

 

37

Cop 15

IMC-16351

Nov/25/1967

28/153; 120099

 

38

Cop 17

IMC-16353

Nov/25/1967

28/155; 120101

 

39

Cop 19

IMC-16355

Nov/25/1967

28/157; 120103

 

40

Cop 21

IMC-16357

Sep/01/1968

28/339; 121847

 

41

Cop 22

IMC-16358

Sep/01/1968

28/340; 121848

 

42

Cop 23

IMC-16359

Sep/01/1968

28/341; 121849

 

43

Cop 24

IMC-16360

Sep/01/1968

28/342; 121850

 

44

Cop 25

IMC-16361

Sep/01/1968

28/343; 121851

 

45

Cop 26

IMC-16362

Sep/02/1968

28/344; 121852

 

46

Cop 32

IMC-16368

Sep/02/1968

28/350; 121858

 

47

Cop 33

IMC-16369

Sep/04/1968

28/351; 121859

 

48

Cop 34

IMC-16370

Sep/04/1968

28/352; 121860

 

49

Cop 35

IMC-16371

Sep/04/1968

28/353; 121861

 

50

Cop 40

IMC-16376

Sep/04/1968

28/358; 121866

 

51

Cop 68

IMC-16404

Sep/23/1968

28/417; 122107

 

52

Cop 69

IMC-16405

Sep/23/1968

28/418; 122108

 

53

Cop 70

IMC-16406

0ct/04/1968

28/419; 122109

 

54

Cop 73

IMC-16409

0ct/04/1968

28/422; 122112

 

55

Cop 74

IMC-16410

0ct/04/1968

28/423; 122113

 



287 unpatented lode and placer mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Loc. Date

Original Bk/Pg/Doc

Amended Bk/Pg/Doc

56

Cop 75

IMC-16411

0ct/04/1968

28/424; 122114

 

57

Cop 78

IMC-16414

0ct/04/1968

28/427; 122117

 

58

Cop 80

IMC-16416

0ct/04/1968

28/429; 122119

 

59

DALY

IMC-20390

Jan/03/1913

 

 

60

DAM #8

IMC-136064

Sep/16/1988

195975

 

61

DAM #12

IMC-136068

Sep/16/1988

195979

 

62

DAM #13

IMC-136069

Sep/16/1988

195980

 

63

DAM #28

IMC-136072

Sep/16/1988

195983

 

64

DELAGARDE

IMC-19299

Jul/02/1921

17/194

 

65

DeLamar #5 Fraction

IMC-11235

Jul/21/1970

126815

129815

66

DeLamar Fraction #1A

IMC-11231

Sep/27/1974

141989

 

67

DeLamar Fraction #6

IMC-11236

Aug/15/1973

138029

 

68

DeLamar Fraction #7

IMC-11237

Aug/15/1973

138030

 

69

DeLamar Fraction #9

IMC-13720

Jul/03/1974

141448

 

70

DeLamar Fraction #11

IMC-13722

Jul/05/1974

141450

 

71

DeLamar Fraction #13

IMC-11239

Oct 01/1974

142451

 

72

DeLamar Fraction #14

IMC-13724

Sep/21/1974

141993

 

73

DeLamar Fraction #15

IMC-11240

Jun/30/1975

145225

 

74

DeLamar Fraction #16

IMC-11241

Nov/23/1974

142452

 

75

DeLamar Fraction #20

IMC-50823

Jun/10/1980

164311

 

76

DeLamar Fraction 2A

IMC-11232

Sep/23/1974

141990

 

77

DeLamar Fraction 3A

IMC-11233

Sep/23/1974

141991

 

78

DeLamar Fraction 4

IMC-11234

Jul/07/1970

126814

129813

79

DeLamar Fraction 17

IMC-11242

May/18/1976

147427

 

80

DeLamar Fraction 18

IMC-11243

May/18/1976

147428

 

81

DeLamar Fraction 19

IMC-50822

Jun/10/1980

164310

 

82

DeLamar Fraction 19A

IMC-11244

Jul/27/1976

148027

 

83

DeLamar Fraction 20

IMC-11245

May/18/1976

147430

 

84

DeLamar Fraction 21

IMC-50824

Jun/10/1980

164312

 

85

DL-2

IMC-217429

Dec/08/2016

291626

 

86

DL-3

IMC-217430

Dec/08/2016

291627

 

87

DL-4

IMC-217431

Dec/07/2016

291628

 

88

DL-5

IMC-217432

Dec/08/2016

291629

 

89

DL-6

IMC-217433

Dec/07/2016

291630

 

90

DL-7

IMC-217434

Dec/06/2016

291631

 

91

DL-8

IMC-217435

Dec/06/2016

291632

 

92

DL-9

IMC-217436

Dec/06/2016

291633

 

93

DL-10

IMC-217437

Dec/06/2016

291634

 

94

DL-11

IMC-217438

Dec/07/2016

291635

 

95

DL-12

IMC-217439

Dec/07/2016

291636

 

96

DL-13

IMC-217440

Dec/07/2016

291637

 

97

DL-14

IMC-217441

Dec/08/2016

291638

 

98

DL-15

IMC-217442

Dec/08/2016

291639

 

99

DL-16

IMC-217443

Dec/08/2016

291640

 

100

DL-17

IMC-217444

Dec/06/2016

291641

 

101

DLF #36

IMC-153395

0ct/02/1989

201094

 

102

DLF-23

IMC-65556

Jul/09/1981

170032

 

103

DLF-24

IMC-65557

Jul/09/1981

170033

 

104

DLF-25

IMC-65558

Jul/09/1981

170034

 

105

DLF-26

IMC-65559

Jul/09/1981

170035

 

106

DLF-27

IMC-65560

Jul/09/1981

170036

 

107

DLF-28

IMC-65561

Jul/09/1981

170037

 

108

DLF-29

IMC-65562

Jul/09/1981

170038

 

109

DLF-30

IMC-65563

Jul/10/1981

170039

 

110

DLF 33

IMC-134646

Jul/26/1988

195482

 



287 unpatented lode and placer mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Loc. Date

Original Bk/Pg/Doc

Amended Bk/Pg/Doc

111

DLF 34

IMC-134647

Jul/26/1988

195483

 

112

DLF 35

IMC-134648

Jul/26/1988

195485

 

113

Elko

IMC-13655

Jul/02/1966

27/356

 

114

Elko No.2

IMC-13656

Jul/02/1966

27/355

 

115

ENGL 1

IMC-14687

Sep/13/1975

145597

 

116

ENGL 2

IMC-137927

Aug/02/1988

196038

 

117

ENGL 3

IMC-14689

Sep/13/1975

145599

 

118

ENGL 4

IMC-14690

Sep/13/1975

145600

 

119

ENGL 5

IMC-14691

Sep/13/1975

145601

 

120

ENGL 6

IMC-137928

Aug/02/1988

196041

 

121

ENGL 7

IMC-137929

Aug/02/1988

196040

 

122

ENGL 7A

IMC-137930

Aug/02/1988

196039

 

123

ENGL 8

IMC-163888

Nov/13/1990

204298

 

124

ENGL 9

IMC-16228

Jul/13/1976

148236

 

125

ENGL 10

IMC-16229

Jul/13/1976

148237

 

126

ENGL 11

IMC-16230

Jul/13/1976

148238

 

127

ENGL 12

IMC-16231

Jul/13/1976

148239

 

128

ENGL 13

IMC-16232

Jul/13/1976

148240

 

129

ENGL 14

IMC-16233

Jul/13/1976

148241

 

130

ENGL 15

IMC-16234

Jul/13/1976

148242

 

131

ENGL 16

IMC-16235

Jul/13/1976

148243

 

132

ENGL 17

IMC-16236

Jul/13/1976

148244

 

133

ENGL 19

IMC-16238

Jul/13/1976

148246

 

134

ENGL 21

IMC-16240

Jul/21/1976

148248

 

135

ENGL 23

IMC-163889

Nov/13/1990

204299

 

136

ENGL 24

IMC-16243

Aug/13/1976

148251

 

137

ENGL 25

IMC-16244

Aug/13/1976

148252

 

138

ENGL 26

IMC-16245

Aug/13/1976

148253

 

139

ENGL 27

IMC-16246

Aug/13/1976

148254

 

140

ENGL 28

IMC-16247

Aug/13/1976

148255

 

141

ENGL 29

IMC-16248

Aug/13/1976

148256

 

142

ENGL 30

IMC-16249

Aug/13/1976

148257

 

143

ENGL 31

IMC-16250

Aug/13/1976

148258

 

144

ENGL 32

IMC-16251

Aug/13/1976

148259

 

145

ENGL 33

IMC-16252

Aug/13/1976

148260

 

146

ENGL 34

IMC-16253

Aug/13/1976

148261

 

147

ENGL 35

IMC-16254

Aug/13/1976

148262

 

148

ENGL 36

IMC-16255

Aug/14/1976

148263

 

149

FM-1 Fraction

IMC-11485

0ct/06/1975

145674

 

150

FM 16-Fraction

IMC-111724

Jui/22/1986

190077

 

151

FM 18-Fraction

IMC-111726

Jul/24/1986

190079

 

152

FM 19-Fraction

IMC-111727

Jul/24/1986

190080

 

153

FM 20-Fraction

IMC-111728

Jul/24/1986

190081

 

154

FM 21-Fraction

IMC-111729

Jul/22/1986

190082

 

155

FM 22 Fraction

IMC-111730

Aug/01/1986

190083

 

156

FM 23 Fraction

IMC-111731

Aug/01/1986

190084

 

157

FM Fraction #2

IMC-11486

Jun/28/1976

148083

 

158

FM Fraction #3

IMC-11487

Jun/28/1976

148084

204295

159

FM Fraction #5

IMC-11489

Jul/19/1976

148086

 

160

FM Fraction #6

IMC-11490

Jul/19/1976

148087

 

161

FM Fraction #7

IMC-11491

Aug/07/1976

148282

204296

162

FM Fraction #8

IMC-11492

Aug/18/1976

148283

 

163

FM Fraction #9

IMC-11493

Aug/18/1976

148284

 

164

FM Fraction #10

IMC-11494

Aug/18/1976

148285

 

165

FMP-4

IMC-125864

Aug/08/1987

193604

 



287 unpatented lode and placer mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Loc. Date

Original Bk/Pg/Doc

Amended Bk/Pg/Doc

166

FMP-5

IMC-125865

Aug/08/1987

193605

 

167

FMP-6

IMC-125866

Aug/08/1987

193606

 

168

FMP-7

IMC-125867

Aug/08/1987

193607

 

169

FMP-12

IMC-125872

Aug/08/1987

193612

 

170

FMP-13

IMC-125873

Aug/08/1987

193613

 

171

FMP-14

IMC-125874

Aug/08/1987

193614

 

172

FMP-15

IMC-125875

Aug/08/1987

193615

 

173

FMP-21

IMC-125882

Aug/08/1987

193622

 

174

GLOBE

IMC-20389

Jan/01/1913

273

 

175

Golden Gate

IMC-19300

Aug/15/1931

19/73; 43273

 

176

Gold Standard #4

IMC-13714

Jun/12/1960

25/303; 102867

 

177

Grand Central

IMC-20391

Dec/29/1899

115

 

178

GS-1

IMC-13672

Nov/12/1975

145678

 

179

GS-2

IMC-13673

Nov/12/1975

145679

 

180

GS-3

IMC-13674

Nov/12/1975

145680

 

181

GS-4

IMC-13675

Nov/12/1975

145681

 

182

GS-5

IMC-13676

Nov/12/1975

145682

 

183

GS-6

IMC-13677

Nov/12/1975

145683

 

184

GS-7

IMC-13678

Nov/12/1975

145684

 

185

GS-9

IMC-13680

Nov/12/1975

145686

 

186

GS-11

IMC-13682

Nov/12/1975

145688

 

187

GS-13

IMC-13684

Nov/12/1975

145690

 

188

GS-14

IMC-13685

Nov/12/1975

145691

 

189

GS-15

IMC-13686

Nov/12/1975

145692

 

190

GS-16

IMC-13687

Nov/12/1975

145693

 

191

GS-17

IMC-13688

Nov/12/1975

145694

 

192

GS-26

IMC-13697

Nov/12/1975

145703

 

193

GS-27

IMC-13698

Nov/12/1975

145704

 

194

Hawk #1

IMC-1043

Jul/17/1977

151525

 

195

Hawk #2

IMC-1044

Jul/17/1977

151526

 

196 (160 ac Placer)

JACOBS

IMC-49021

Oct/21/1979

163226

 

197

LAST CHANCE

IMC-19298

Aug/27/1917

16/608

 

198 (160 ac Placer)

LAST CHANCE

IMC-50579

Apr/15/1980

163587

 

199

Little Rose

IMC-19293

May/10/1895

10/470

 

200

M&D

IMC-169336

Mar/14/1992

207435

 

201

MARY LYNN 1

IMC-163890

Oct/23/1990

204290

 

202

MARY LYNN 2

IMC-163891

Oct/23/1990

204291

 

203

MARY LYNN 3

IMC-163892

Oct/23/1990

204292

 

204

MARY LYNN 4

IMC-163893

Nov/14/1990

204294

 

205 (160 ac Placer)

MERCURY

IMC-50578

Apr/15/1980

163586

 

206

MONO

IMC-19294

Jun/01/1901

13/386

160527

207

MS-1

IMC-217422

Dec/09/2016

291619

 

208

MS-2

IMC-217423

Dec/09/2016

291620

 

209

MS-3

IMC-217424

Dec/09/2016

291621

 

210

MS-4

IMC-217425

Dec/09/2016

291622

 

211

MS-5

IMC-217426

Dec/09/2016

291623

 

212

MS-6

IMC-217427

Dec/09/2016

291624

 

213

MS-7

IMC-217428

Dec/09/2016

291625

 

214

MVC

IMC-169335

Mar/14/1992

207434

 

215

New Deal

IMC-19301

Jul/03/1933

19/131; 46551

 

216

Noon Silver

IMC-13703

Jun/01/1964

26/365-366; 411720

 

217

North Chance

IMC-13705

Sep/01/1968

28/279

143105

218

North DeLamar #4

IMC-13728

Jul/05/1974

141444

 

219

North DeLamar #7

IMC-13731

Nov/12/1975

145675

 

220

NORTHERN LIGHT

IMC-19295

Nov/04/1905

13/608

 



287 unpatented lode and placer mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Loc. Date

Original Bk/Pg/Doc

Amended Bk/Pg/Doc

221

North Summit

IMC-13709

Oct/01/1968

28/325; 121733

 

222

Ontario

IMC-11500

Jul/01/1925

31864

 

223

PAYETTE

IMC-20392

Jan/02/1913

275

 

224

Progress

IMC-19302

Jul/03/1933

19/132; 46552

 

225

Rawhide A

IMC-13716

Nov/26/1974

142450

 

226

Red Cloud

IMC-14797

Jun/12/1962

26/23; 107134

 

227

RG 1

IMC-140230

Sep/29/1988

196935

 

228

RG 3

IMC-140232

Sep/29/1988

196937

 

229

RG 5

IMC-140234

Sep/29/1988

196939

 

230

RG 7

IMC-140236

Sep/29/1988

196941

 

231

RG 41

IMC-140270

Sep/30/1988

196975

 

232

RG 43

IMC-140272

Sep/30/1988

196977

 

233

RG 56

IMC-140285

Sep/30/1988

196990

 

234

RG 57

IMC-140286

Sep/30/1988

196991

 

235

RG 58

IMC-140287

Sep/30/1988

196992

 

236

RG 59

IMC-140288

Sep/30/1988

196993

 

237

SC 5

IMC-160973

Jun/25/1990

203471

 

238

SC 6

IMC-160974

Jun/25/1990

203472

 

239

SC 7

IMC-160975

Jun/25/1990

203473

 

240

SC 10

IMC-160978

Jun/25/1990

203476

 

241

SKYLARK

IMC-19296

Dec/10/1906

14/36

 

242

South DeLamar #11

IMC-11259

Jul/24/1970

126827

129821

243

South DeLamar #11A

IMC-11260

Sep/21/1974

141997

 

244

South DeLamar #12

IMC-11262

Jul/24/1970

126828

129822; 130138

245

South DeLamar #12A

IMC-11261

Sep/21/1974

141998

 

246

South DeLamar #13

IMC-11263

Jul/25/1970

126829

130139

247

South DeLamar #14

IMC-11264

Jul/25/1970

126830

130140

248

South DeLamar #16

IMC-11266

Aug/14/1973

138034

 

249

South DeLamar #18

IMC-11268

Aug/14/1973

138036

 

250

South DeLamar #54A

IMC-167689

Apr/24/1981

168763

 

251

South DeLamar #55

IMC-61553

Apr/24/1981

168764

 

252

South DeLamar #56

IMC-61554

Apr/24/1981

168765

 

253

South DeLamar #57

IMC-61555

Apr/24/1981

168766

 

254

South DeLamar #58

IMC-61556

Apr/24/1981

168767

 

255

South DeLamar # 59

IMC-61557

Apr/24/1981

168768

 

256

South DeLamar #63

IMC-61561

Apr/24/1981

168772

 

257

South DeLamar No. 39

IMC-79

Oct/30/1976

149292

 

258

South DeLamar No. 40

IMC-80

Oct/30/1976

149293

 

259

South DeLamar No. 41

IMC-81

Nov/05/1976

149294

151482

260

South DeLamar No. 42

IMC-844

Jun/06/1977

151146

 

261

South DeLamar No. 43

IMC-845

Jun/06/1977

151147

 

262

South DeLamar No. 48

IMC-850

Jun/14/1977

151152

 

263

South DeLamar No. 49

IMC-851

Jun/14/1977

151153

 

264

Summercamp A

IMC-13717

Nov/26/1974

142449

 

265

Summit

IMC-13704

Jul/28/1968

28/275

143103

266

TM # 29

IMC-134677

May/20/1988

195462

 

267

TM #40

IMC-134688

May/20/1988

195473

 

268

TM #42

IMC-134690

May/20/1988

195475

 

269

Vein Dike

IMC-20388

Jun/01/1935

19/372; 50282

 

270

Vein Dyke Fraction

IMC-20387

Aug/01/1938

19/556; 56168

 

271

Virginia

IMC-11499

Jun/14/1971

129793

 

272 (160 ac Placer)

WAGON 1

IMC-49023

Oct/21/1979

163228

 

273 (160 ac Placer)

WAGON 2

IMC-49024

Oct/21/1979

163229

 

274

West Henrietta #2

IMC-53365

Aug/13/1980

165023

165584

275

West Henrietta #3

IMC-53366

Aug/13/1980

165024

 



287 unpatented lode and placer mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Loc. Date

Original Bk/Pg/Doc

Amended Bk/Pg/Doc

276

West Henrietta #4

IMC-53367

Aug/13/1980

165025

 

277

West Henrietta #5

IMC-53368

Aug/13/1980

165026

 

278

West Henrietta #6

IMC-53369

Aug/13/1980

165027

 

279

West Henrietta 7

IMC-53370

Aug/13/1980

165028

 

280

West Henrietta 8

IMC-53371

Aug/13/1980

165029

 

281

West Henrietta 9

IMC-53372

Aug/13/1980

165030

 

282

West Henrietta 10

IMC-53373

Aug/13/1980

165031

 

283

West Henrietta-11

IMC-53374

Aug/12/1980

165032

 

284

West Henrietta-12

IMC-53375

Aug/12/1980

165033

 

285

West Henrietta-13

IMC-53376

Aug/12/1980

165034

 

286

West Henrietta-15

IMC-53378

Aug/12/1980

165036

 

287

West Henrietta-16

IMC-53379

Aug/12/1980

165037

 

 

 

 

 

 



226 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

1

JG-1

IMC-221535

Jan/25/2018

295356

 

2

JG-2

IMC-221536

Jan/25/2018

295357

 

3

JG-3

IMC-221537

Jan/25/2018

295358

 

4

JG-4

IMC-221538

Jan/25/2018

295359

 

5

JG-5

IMC-221539

Jan/25/2018

295360

 

6

JG-6

IMC-221540

Jan/25/2018

295361

 

7

JG-7

IMC-221541

Jan/25/2018

295362

 

8

JG-8

IMC-221542

Jan/25/2018

295363

 

9

JG-9

IMC-221543

Jan/25/2018

295364

 

10

JG-10

IMC-221544

Jan/25/2018

295365

 

11

JG-11

IMC-221545

Jan/25/2018

295366

 

12

JG-12

IMC-221546

Jan/25/2018

295367

 

13

JG-13

IMC-221547

Jan/25/2018

295368

 

14

JG-14

IMC-221548

Jan/25/2018

295369

 

15

JG-15

IMC-221549

Jan/25/2018

295370

 

16

JG-16

IMC-221550

Jan/26/2018

295371

 

17

JG-21

IMC-221551

Jan/26/2018

295372

 

18

JG-22

IMC-221552

Jan/26/2018

295373

 

19

JG-23

IMC-221553

Jan/26/2018

295374

 

20

JG-24

IMC-221554

Jan/26/2018

295375

 

21

JG-25

IMC-221555

Jan/26/2018

295376

 

22

JG-26

IMC-221556

Jan/26/2018

295377

 

23

JG-27

IMC-221557

Jan/26/2018

295378

 

24

JG-28

IMC-221558

Jan/26/2018

295379

 

25

JG-29

IMC-221559

Jan/26/2018

295380

 

26

JG-30

IMC-221560

Jan/26/2018

295381

 

27

JG-31

IMC-221561

Jan/26/2018

295382

 

28

JG-32

IMC-221562

Jan/26/2018

295383

 

29

JG-33

IMC-221563

Jan/26/2018

295384

 

30

JG-34

IMC-221564

Jan/26/2018

295385

 

31

JG-35

IMC-221565

Jan/26/2018

295386

 

32

JG-36

IMC-221566

Jan/26/2018

295387

 

33

JG-37

IMC-221567

Jan/26/2018

295388

 

34

JG-38

IMC-221568

Jan/26/2018

295389

 

35

JG-39

IMC-221569

Jan/26/2018

295390

 

36

JG-40

IMC-221570

Feb/6/2018

295391

 

37

JG-41

IMC-221571

Feb/6/2018

295392

 

38

JG-42

IMC-221572

Feb/6/2018

295393

 

39

JG-43

IMC-221573

Feb/6/2018

295394

 

40

JG-44

IMC-221574

Feb/6/2018

295395

 

41

JG-45

IMC-221575

Feb/6/2018

295396

 

42

JG-46

IMC-221576

Feb/6/2018

295397

 

43

JG-47

IMC-221577

Feb/6/2018

295398

 

44

JG-48

IMC-221578

Feb/6/2018

295399

 

45

JG-49

IMC-221579

Feb/6/2018

295400

 

46

JG-50

IMC-221580

Feb/6/2018

295401

 

47

JG-51

IMC-221581

Feb/6/2018

295402

 

48

JG-52

IMC-221582

Feb/6/2018

295403

 

49

JG-53

IMC-221583

Feb/6/2018

295404

 

50

JG-54

IMC-221584

Feb/6/2018

295405

 

51

JG-55

IMC-221585

Feb/6/2018

295406

 

52

JG-56

IMC-221586

Feb/6/2018

295407

296139

53

JG-57

IMC-221587

Feb/6/2018

295408

 

54

JG-58

IMC-221588

Feb/6/2018

295409

 

55

JG-59

IMC-221589

Feb/6/2018

295410

 

56

JG-60

IMC-221590

Feb/6/2018

295411

 

57

JG-61

IMC-221591

Feb/6/2018

295412

 

58

JG-62

IMC-221592

Feb/6/2018

295413

 

59

JG-63

IMC-221593

Feb/6/2018

295414

 

60

JG-64

IMC-221594

Feb/6/2018

295415

 

61

JG-65

IMC-221595

Feb/6/2018

295416

 



226 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

62

JG-66

IMC-221596

Feb/7/2018

295417

 

63

JG-67

IMC-221597

Feb/7/2018

295418

 

64

JG-68

IMC-221598

Feb/7/2018

295419

 

65

JG-69

IMC-221599

Feb/7/2018

295420

 

66

JG-70

IMC-221600

Feb/7/2018

295421

 

67

JG-71

IMC-221601

Feb/7/2018

295422

 

68

JG-72

IMC-221602

Feb/7/2018

295423

 

69

JG-73

IMC-221603

Feb/7/2018

295424

 

70

JG-74

IMC-221604

Feb/7/2018

295425

 

71

JG-75

IMC-221605

Feb/7/2018

295426

 

72

JG-76

IMC-221606

Feb/7/2018

295427

 

73

JG-77

IMC-221607

Feb/7/2018

295428

 

74

JG-78

IMC-221608

Feb/7/2018

295429

 

75

FMS-1

IMC-223228

Mar/24/2018

296140

 

76

FMS-2

IMC-223229

Mar/24/2018

296141

 

77

FMS-3

IMC-223230

Mar/24/2018

296142

 

78

FMS-4

IMC-223231

Mar/24/2018

296143

 

79

FMS-5

IMC-223232

Mar/24/2018

296144

 

80

FMS-6

IMC-223233

Mar/24/2018

296145

 

81

FMS-7

IMC-223234

Mar/24/2018

296146

 

82

FMS-8

IMC-223235

Mar/24/2018

296147

 

83

FMS-9

IMC-223236

Mar/24/2018

296148

 

84

FMS-10

IMC-223237

Mar/24/2018

296149

 

85

FMS-11

IMC-223238

Mar/24/2018

296150

 

86

FMS-12

IMC-223239

Mar/24/2018

296151

 

87

FMS-13

IMC-223240

Mar/24/2018

296152

 

88

FMS-14

IMC-223241

Mar/24/2018

296153

 

89

FMS-15

IMC-223242

Mar/24/2018

296154

 

90

FMS-16

IMC-223243

Mar/24/2018

296155

 

91

FMS-17

IMC-223244

Mar/24/2018

296156

 

92

FMS-18

IMC-223245

Mar/24/2018

296157

 

93

FMS-19

IMC-223246

Mar/24/2018

296158

 

94

FMS-20

IMC-223247

Mar/24/2018

296159

 

95

FMS-21

IMC-223248

Mar/24/2018

296160

 

96

FMS-22

IMC-223249

Mar/24/2018

296161

 

97

JG-79

IMC-223250

Apr/11/2018

296162

 

98

JG-80

IMC-223251

Apr/11/2018

296163

 

99

JG-81

IMC-223252

Apr/11/2018

296164

 

100

JG-82

IMC-223253

Apr/11/2018

296165

 

101

JG-83

IMC-223254

Apr/11/2018

296166

 

102

JG-84

IMC-223255

Apr/11/2018

296167

 

103

JG-85

IMC-223256

Apr/11/2018

296168

 

104

JG-86

IMC-223257

Apr/11/2018

296169

 

105

JG-87

IMC-223258

Apr/25/2018

296170

 

106

JG-88

IMC-223259

Mar/24/2018

296171

 

107

JG-89

IMC-223260

Mar/24/2018

296172

 

108

JG-90

IMC-223261

Mar/24/2018

296173

 

109

JG-91

IMC-223262

Mar/24/2018

296174

 

110

JG-92

IMC-223263

Mar/24/2018

296175

 

111

JG-93

IMC-223264

Mar/24/2018

296176

 

112

JG-94

IMC-223265

Mar/24/2018

296177

 

113

JG-95

IMC-223266

Mar/24/2018

296178

 

114

JG-96

IMC-223267

Mar/24/2018

296179

 

115

JG-97

IMC-223268

Mar/24/2018

296180

 

116

JG-98

IMC-223269

Mar/24/2018

296181

 

117

JG-99

IMC-223270

Mar/24/2018

296182

 

118

JG-100

IMC-223271

Mar/24/2018

296183

 

119

JG-101

IMC-223272

Mar/24/2018

296184

 

120

JG-102

IMC-223273

Mar/24/2018

296185

 



226 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

121

JG-103

IMC-223274

Mar/24/2018

296186

 

122

JG-104

IMC-223275

Mar/24/2018

296187

 

123

JG-105

IMC-223276

Mar/24/2018

296188

 

124

JG-106

IMC-223277

Mar/24/2018

296189

 

125

JG-107

IMC-224111

Jun/9/2018

296572

 

126

JG-108

IMC-224112

Jun/9/2018

296573

 

127

JG-109

IMC-224113

Jun/9/2018

296574

 

128

JG-110

IMC-224114

Jun/9/2018

296575

 

129

JG-111

IMC-224115

Jun/9/2018

296576

 

130

JG-112

IMC-224116

Jun/9/2018

296577

 

131

JG-113

IMC-224117

Jun/9/2018

296578

 

132

JG-114

IMC-224118

Jun/9/2018

296579

 

133

JG-115

IMC-224119

Jun/9/2018

296580

 

134

JG-116

IMC-224120

Jun/9/2018

296581

 

135

JG-117

IMC-224121

Jun/9/2018

296582

 

136

JG-118

IMC-224122

Jun/9/2018

296583

 

137

JG-119

IMC-224123

Jun/9/2018

296584

 

138

JG-120

IMC-224124

Jun/9/2018

296585

 

139

JG-121

IMC-224125

Jun/9/2018

296586

 

140

JG-122

IMC-224126

Jun/9/2018

296587

 

141

JG-123

IMC-224127

Jun/9/2018

296588

 

142

JG-124

IMC-224128

Jun/9/2018

296589

 

143

JG-125

IMC-224129

Jun/9/2018

296590

 

144

JG-126

IMC-224130

Jun/9/2018

296591

 

145

JG-127

IMC-224131

Jun/9/2018

296592

 

146

JG-128

IMC-224132

Jun/9/2018

296593

 

147

JG-129

IMC-224133

Jun/9/2018

296594

 

148

JG-130

IMC-224134

Jun/9/2018

296595

 

149

JG-131

IMC-224135

Jun/9/2018

296596

 

150

JG-132

IMC-224136

Jun/9/2018

296597

 

151

JG-133

IMC-224137

Jun/9/2018

296598

 

152

JG-134

IMC-224138

Jun/9/2018

296599

 

153

JG-135

IMC-224139

Jun/9/2018

296600

 

154

FMS-23

IMC-224140

Apr/26/2018

296601

 

155

FMS-24

IMC-224141

Apr/27/2018

296602

 

156

FMS-25

IMC-224142

Apr/27/2018

296603

 

157

FMS-26

IMC-224143

Apr/27/2018

296604

 

158

FMS-27

IMC-224144

Apr/27/2018

296605

 

159

FMS-28

IMC-224145

Apr/27/2018

296606

 

160

FMS-29

IMC-224146

May/3/2018

296607

 

161

FMS-30

IMC-224147

May/3/2018

296608

 

162

FMS-31

IMC-224148

May/3/2018

296609

 

163

FMS-32

IMC-224149

May/3/2018

296610

 

164

FMS-33

IMC-224150

Apr/26/2018

296611

 

165

FMS-34

IMC-224151

Apr/27/2018

296612

 

166

FMS-35

IMC-224152

Apr/27/2018

296613

 

167

FMS-36

IMC-224153

Apr/26/2018

296614

 

168

FMS-37

IMC-224154

Apr/26/2018

296615

 

169

FMS-38

IMC-224155

Apr/26/2018

296616

 

170

FMS-39

IMC-224156

Apr/26/2018

296617

 

171

FMS-40

IMC-224157

Apr/27/2018

296618

 

172

FMS-41

IMC-224158

Apr/27/2018

296619

 

173

FMS-42

IMC-224159

Apr/26/2018

296620

 

174

FMS-43

IMC-224160

Apr/26/2018

296621

 

175

FMS-44

IMC-224161

Apr/26/2018

296622

 

176

FMS-45

IMC-224162

Apr/27/2018

296623

 

177

FMS-46

IMC-224163

Apr/27/2018

296624

 

178

FMS-47

IMC-224164

Apr/26/2018

296625

 

179

FMS-48

IMC-224165

Apr/27/2018

296626

 



226 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

180

FMS-49

IMC-224166

Apr/27/2018

296627

 

181

FMS-50

IMC-224167

Apr/26/2018

296628

 

182

FMS-51

IMC-224168

Apr/26/2018

296629

 

183

FMS-52

IMC-224169

Apr/26/2018

296630

 

184

FMS-53

IMC-224170

May/19/2018

296631

 

185

FMS-54

IMC-224171

May/19/2018

296632

 

186

FMS-55

IMC-224172

May/19/2018

296633

 

187

FMS-56

IMC-224173

May/19/2018

296634

 

188

FMS-57

IMC-224174

May/19/2018

296635

 

189

FMS-58

IMC-224175

May/19/2018

296636

 

190

FMS-59

IMC-224176

May/19/2018

296637

 

191

FMS-60

IMC-224177

May/19/2018

296638

 

192

FMS-61

IMC-224178

May/19/2018

296639

 

193

FMS-62

IMC-224179

May/19/2018

296640

 

194

FMS-63

IMC-224180

May/19/2018

296641

 

195

FMS-64

IMC-224181

May/19/2018

296642

 

196

FMS-65

IMC-224182

May/19/2018

296643

 

197

FMS-66

IMC-224183

May/19/2018

296644

 

198

FMS-67

IMC-224184

May/19/2018

296645

 

199

FMS-68

IMC-224185

May/19/2018

296646

 

200

FMS-69

IMC-224186

May/19/2018

296647

 

201

FMS-70

IMC-224187

May/19/2018

296648

 

202

FMS-71

IMC-224188

May/19/2018

296649

 

203

FMS-72

IMC-224189

May/19/2018

296650

 

204

FMS-73

IMC-224190

May/19/2018

296651

 

205

FMS-74

IMC-224191

May/19/2018

296652

 

206

FMS-75

IMC-224192

May/19/2018

296653

 

207

FMS-76

IMC-224193

May/19/2018

296654

 

208

FMS-77

IMC-224194

May/19/2018

296655

 

209

FMS-78

IMC-224195

May/19/2018

296656

 

210

FMS-79

IMC-224196

May/19/2018

296657

 

211

FMS-80

IMC-224197

May/19/2018

296658

 

212

FMS-81

IMC-224198

May/19/2018

296659

 

213

FMS-82

IMC-224199

May/19/2018

296660

 

214

FMS-83

IMC-224200

May/19/2018

296661

 

215

FMS-84

IMC-224201

May/19/2018

296662

 

216

FMS-85

IMC-224202

May/19/2018

296663

 

217

FMS-86

IMC-224203

May/19/2018

296664

 

218

FMS-87

IMC-224204

May/19/2018

296665

 

219

FMS-88

IMC-224205

May/19/2018

296666

 

220

FMS-89

IMC-224206

May/19/2018

296667

 

221

FMS-90

IMC-224207

May/19/2018

296668

 

222

FMS-91

IMC-224208

May/19/2018

296669

 

223

FMS-92

IMC-224209

May/19/2018

296670

 

224

FMS-93

IMC-224210

May/19/2018

296671

 

225

FMS-94

IMC-224211

May/19/2018

296672

 

226

FMS-95

IMC-224212

May/19/2018

296673

 



101 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM IMC #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

1

DD 1

226002

Aug/28/2018

297851

 

2

DD 2

226003

Aug/28/2018

297852

 

3

DD 3

226004

Sep/1/2018

297853

 

4

DD 4

226005

Sep/1/2018

297854

 

5

DD 5

226006

Sep/1/2018

297855

 

6

DD 6

226007

Sep/1/2018

297856

 

7

DD 7

226008

Sep/1/2018

297857

 

8

DD 8

226009

Sep/1/2018

297858

 

9

GG 1

226010

Sep/1/2018

297859

 

10

GG 2

226011

Sep/1/2018

297860

 

11

GG 3

226012

Sep/1/2018

297861

 

12

GG 4

226013

Sep/1/2018

297862

 

13

GG 5

226014

Sep/1/2018

297863

 

14

GG 6

226015

Sep/1/2018

297864

 

15

GG 7

226016

Aug/28/2018

297865

 

16

GG 8

226017

Sep/1/2018

297868

 

17

GG 9

226018

Aug/28/2018

297869

 

18

GG 10

226019

Aug/28/2018

297870

 

19

GG 11

226020

Aug/28/2018

297871

 

20

GG 12

226021

Aug/28/2018

297872

 

21

GG 13

226022

Aug/28/2018

297873

 

22

GG 14

226023

Aug/28/2018

297874

 

23

GG 15

226024

Aug/28/2018

297875

 

24

GG 16

226025

Sep/1/2018

297876

 

25

GG 17

226026

Sep/1/2018

297877

 

26

GG 18

226027

Sep/1/2018

297878

 

27

GG 19

226028

Oct/11/2018

297879

 

28

GG 20

226029

Oct/11/2018

297880

 

29

GG 21

226030

Oct/11/2018

297881

 

30

LD 1

226031

Aug/28/2018

297882

 

31

LD 2

226032

Aug/28/2018

297883

 

32

LD 3

226033

Aug/28/2018

297884

 

33

LD 4

226034

Aug/28/2018

297885

 

34

LD 5

226035

Aug/28/2018

297886

 

35

LD 6

226036

Aug/28/2018

297887

 

36

SH 1

226037

Sep/1/2018

297888

 

37

SH 2

226038

Sep/1/2018

297889

 

38

SH 3

226039

Sep/1/2018

297890

 

39

SH 4

226040

Sep/1/2018

297891

 

40

SH 5

226041

Sep/1/2018

297892

 

41

SH 6

226042

Sep/1/2018

297893

 

42

SH 7

226043

Sep/1/2018

297894

 

43

SH 8

226044

Sep/1/2018

297895

 

44

SH 9

226045

Sep/1/2018

297896

 

45

SH 10

226046

Sep/1/2018

297897

 

46

SH 11

226047

Sep/1/2018

297898

 

47

SH 12

226048

Sep/1/2018

297899

 

48

SH 13

226049

Sep/1/2018

297900

 

49

SH 14

226050

Oct/11/2018

297901

 

50

SH 15

226051

Oct/11/2018

297902

 

51

SH 16

226052

Oct/10/2018

297903

 

52

SH 17

226053

Oct/10/2018

297904

 

53

SH 18

226054

Oct/10/2018

297905

 

54

SH 19

226055

Oct/10/2018

297906

 

55

SH 20

226056

Oct/10/2018

297907

 

56

SH 21

226057

Oct/10/2018

297908

 

57

SH 22

226058

Oct/10/2018

297909

 

58

SH 23

226059

Oct/10/2018

297910

 

59

SH 24

226060

Oct/10/2018

297911

 

60

SH 25

226061

Oct/10/2018

297913

 

61

SH 26

226062

Oct/10/2018

297914

 



101 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM IMC #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

62

SH 27

226063

Oct/10/2018

297915

 

63

SH 28

226064

Oct/10/2018

297916

 

64

SH 29

226065

Oct/10/2018

297917

 

65

SH 30

226066

Oct/10/2018

297918

 

66

SH 31

226067

Oct/10/2018

297919

 

67

SH 32

226068

Oct/10/2018

297920

 

68

SH 33

226069

Oct/10/2018

297921

 

69

SH 34

226070

Oct/10/2018

297922

 

70

SS 1

226071

Aug/28/2018

297923

 

71

SS 2

226072

Aug/28/2018

297924

 

72

SS 3

226073

Oct/10/2018

297925

 

73

SS 4

226074

Oct/10/2018

297926

 

74

SS 5

226075

Oct/10/2018

297927

 

75

SS 6

226076

Oct/10/2018

297928

 

76

SS 7

226077

Oct/10/2018

297929

 

77

SS 8

226078

Oct/10/2018

297930

 

78

SS 9

226079

Oct/10/2018

297931

 

79

SS 10

226080

Oct/10/2018

297932

 

80

SS 11

226081

Oct/10/2018

297933

 

81

SS 12

226082

Oct/10/2018

297934

 

82

SS 13

226083

Oct/10/2018

297935

 

83

SS 14

226084

Oct/10/2018

297936

 

84

SS 15

226085

Oct/10/2018

297937

 

85

SS 16

226086

Oct/10/2018

297938

 

86

TP 1

226087

Aug/28/2018

297939

 

87

TP 2

226088

Aug/28/2018

297940

 

88

TP 3

226089

Aug/28/2018

297941

 

89

TP 4

226090

Aug/28/2018

297942

 

90

TP 5

226091

Aug/28/2018

297943

 

91

TP 6

226092

Aug/28/2018

297944

 

92

TP 7

226093

Aug/28/2018

297945

 

93

TP 8

226094

Aug/28/2018

297946

 

94

TP 9

226095

Aug/28/2018

297947

 

95

TP 10

226096

Aug/28/2018

297948

 

96

TP 11

226097

Aug/28/2018

297949

 

97

TP 12

226098

Aug/28/2018

297950

 

98

TP 13

226099

Oct/10/2018

297951

 

99

TP 14

226100

Oct/10/2018

297952

 

100

TP 15

226101

Oct/10/2018

297953

 

101

TP 16

226102

Oct/10/2018

297954

 



86 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM IMC #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

1

SC 1

IMC 227635

Dec/07/2018

298178

 

2

SC 2

IMC 227636

Dec/07/2018

298179

 

3

SC 3

IMC 227637

Dec/08/2018

298180

 

4

SC 4

IMC 227638

Dec/08/2018

298181

 

5

SC 5

IMC 227639

Dec/08/2018

298182

 

6

SC 6

IMC 227640

Dec/08/2018

298183

 

7

SC 7

IMC 227641

Dec/07/2018

298184

 

8

SC 8

IMC 227642

Dec/07/2018

298185

 

9

SC 9

IMC 227643

Dec/07/2018

298186

 

10

SC 10

IMC 227644

Dec/07/2018

298187

 

11

SC 11

IMC 227645

Dec/07/2018

298188

 

12

SC 12

IMC 227646

Dec/07/2018

298189

 

13

SC 13

IMC 227647

Nov/17/2018

298190

 

14

SC 14

IMC 227648

Nov/17/2018

298191

 

15

SC 15

IMC 227649

Nov/17/2018

298192

 

16

SC 16

IMC 227650

Nov/17/2018

298193

 

17

SC 17

IMC 227651

Nov/17/2018

298194

 

18

SC 18

IMC 227652

Nov/17/2018

298195

 

19

SC 19

IMC 227653

Nov/17/2018

298196

 

20

SC 20

IMC 227654

Nov/17/2018

298197

 

21

SC 21

IMC 227655

Nov/17/2018

298198

 

22

SC 22

IMC 227656

Nov/17/2018

298199

 

23

SC 23

IMC 227657

Nov/17/2018

298200

 

24

SC 24

IMC 227658

Nov/17/2018

298201

 

25

SC 25

IMC 227659

Nov/17/2018

298202

 

26

SC 26

IMC 227660

Dec/09/2018

298203

 

27

SC 27

IMC 227661

Dec/09/2018

298204

 

28

SC 28

IMC 227662

Dec/09/2018

298205

 

29

SC 29

IMC 227663

Dec/09/2018

298206

 

30

SC 30

IMC 227664

Dec/09/2018

298207

 

31

SC 31

IMC 227665

Dec/09/2018

298208

 

32

SC 32

IMC 227666

Dec/09/2018

298209

 

33

SC 33

IMC 227667

Dec/09/2018

298210

 

34

SC 34

IMC 227668

Dec/09/2018

298211

 

35

SC 35

IMC 227669

Dec/09/2018

298212

 

36

SC 36

IMC 227670

Dec/09/2018

298213

 

37

SC 37

IMC 227671

Dec/09/2018

298214

 

38

SC 38

IMC 227672

Dec/09/2018

298215

 

39

SC 39

IMC 227673

Dec/09/2018

298216

 

40

SC 40

IMC 227674

Dec/09/2018

298217

 

41

SC 41

IMC 227675

Dec/09/2018

298218

 

42

SC 42

IMC 227676

Dec/09/2018

298219

 

43

SC 43

IMC 227677

Dec/09/2018

298222

 

44

SC 44

IMC 227678

Dec/09/2018

298223

 

45

SC 45

IMC 227679

Dec/08/2018

298224

 

46

SC 46

IMC 227680

Dec/08/2018

298225

 

47

SC 47

IMC 227681

Dec/08/2018

298226

 

48

SC 48

IMC 227682

Dec/08/2018

298227

 

49

SC 49

IMC 227683

Dec/08/2018

298228

 

50

SC 50

IMC 227684

Dec/08/2018

298229

 

51

SC 51

IMC 227685

Dec/08/2018

298230

 

52

SC 52

IMC 227686

Dec/08/2018

298231

 

53

EL 1

IMC 227687

Dec/09/2018

298232

 

54

EL 2

IMC 227688

Dec/09/2018

298233

 

55

EL 3

IMC 227689

Dec/09/2018

298234

 

56

EL 4

IMC 227690

Dec/09/2018

298235

 

57

EL 5

IMC 227691

Dec/09/2018

298236

 

58

EL 6

IMC 227692

Dec/09/2018

298237

 

59

EL 7

IMC 227693

Dec/09/2018

298238

 

60

EL 8

IMC 227694

Dec/09/2018

298239

 

61

EL 9

IMC 227695

Dec/09/2018

298240

 



86 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM IMC #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

62

EL 10

IMC 227696

Dec/09/2018

298241

 

63

EL 11

IMC 227697

Dec/09/2018

298242

 

64

EL 12

IMC 227698

Dec/09/2018

298243

 

65

EL 13

IMC 227699

Dec/07/2018

298244

 

66

EL 14

IMC 227700

Dec/07/2018

298245

 

67

EL 15

IMC 227701

Dec/07/2018

298246

 

68

EL 16

IMC 227702

Dec/07/2018

298247

 

69

EL 17

IMC 227703

Dec/07/2018

298248

 

70

EL 18

IMC 227704

Dec/08/2018

298249

 

71

EL 19

IMC 227705

Dec/08/2018

298250

 

72

EL 20

IMC 227706

Dec/08/2018

298251

 

73

EL 21

IMC 227707

Dec/08/2018

298252

 

74

EL 22

IMC 227708

Dec/08/2018

298253

 

75

EL 23

IMC 227709

Dec/08/2018

298254

 

76

EL 24

IMC 227710

Dec/08/2018

298255

 

77

EL 25

IMC 227711

Dec/08/2018

298256

 

78

EL 26

IMC 227712

Dec/08/2018

298257

 

79

EL 27

IMC 227713

Dec/08/2018

298258

 

80

EL 28

IMC 227714

Dec/08/2018

298259

 

81

EL 29

IMC 227715

Dec/08/2018

298260

 

82

EL 30

IMC 227716

Dec/08/2018

298261

 

83

EL 31

IMC 227717

Dec/08/2018

298262

 

84

EL 32

IMC 227718

Dec/08/2018

298263

 

85

EL 33

IMC 227719

Dec/08/2018

298264

 

86

EL 34

IMC 227720

Dec/08/2018

298265

 



184 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

1

TM 1

IMC 228583

3/1/2019

299835

 

2

TM 2

IMC 228584

3/1/2019

299836

 

3

TM 3

IMC 228585

3/1/2019

299837

 

4

TM 4

IMC 228586

3/1/2019

299838

 

5

TM 5

IMC 228587

3/1/2019

299839

 

6

TM 6

IMC 228588

3/1/2019

299840

 

7

TM 7

IMC 228589

3/1/2019

299841

 

8

TM 8

IMC 228590

3/1/2019

299842

 

9

TM 9

IMC 228591

3/1/2019

299843

 

10

TM 10

IMC 228592

3/1/2019

299844

 

11

TM 11

IMC 228593

3/1/2019

299845

 

12

TM 12

IMC 228594

3/1/2019

299846

 

13

TM 13

IMC 228595

3/1/2019

299847

 

14

TM 14

IMC 228596

3/1/2019

299848

 

15

TM 15

IMC 228597

3/1/2019

299849

 

16

TM 16

IMC 228598

3/1/2019

299850

 

17

TM 17

IMC 228599

3/1/2019

299851

 

18

TM 18

IMC 228600

3/1/2019

299852

 

19

TM 19

IMC 228601

3/1/2019

299853

 

20

JK 1

IMC 228627

16-Apr-19

300176

 

21

JK 2

IMC 228628

16-Apr-19

300177

 

22

JK 3

IMC 228629

16-Apr-19

300178

 

23

JK 4

IMC 228630

16-Apr-19

300179

 

24

JK 5

IMC 228631

16-Apr-19

300181

 

25

JK 6

IMC 228632

16-Apr-19

300182

 

26

JK 7

IMC 228633

16-Apr-19

300183

 

27

JK 8

IMC 228634

16-Apr-19

300184

 

28

JK 9

IMC 228635

16-Apr-19

300185

 

29

JK 10

IMC 228636

16-Apr-19

300186

 

30

JK 11

IMC 228637

16-Apr-19

300187

 

31

JK 12

IMC 228638

16-Apr-19

300188

 

32

JK 13

IMC 228639

16-Apr-19

300189

 

33

JK 14

IMC 228640

16-Apr-19

300190

 

34

JK 15

IMC 228641

16-Apr-19

300191

 

35

JK 16

IMC 228642

16-Apr-19

300192

 

36

JK 17

IMC 228643

17-Apr-19

300193

 

37

JK 18

IMC 228644

17-Apr-19

300194

 

38

JK 19

IMC 228645

17-Apr-19

300195

 

39

JK 20

IMC 228646

17-Apr-19

300196

 

40

JK 21

IMC 228647

17-Apr-19

300197

 

41

JK 22

IMC 228648

17-Apr-19

300198

 

42

JK 23

IMC 228649

17-Apr-19

300199

 

43

JK 24

IMC 228650

17-Apr-19

300200

 

44

JK 25

IMC 228651

17-Apr-19

300201

 

45

JK 26

IMC 228652

17-Apr-19

300202

 

46

JK 27

IMC 228653

17-Apr-19

300203

 

47

JK 28

IMC 228654

17-Apr-19

300204

 

48

JK 29

IMC 228655

17-Apr-19

300205

 

49

JK 30

IMC 228656

17-Apr-19

300206

 

50

JK 31

IMC 228657

17-Apr-19

300207

 

51

JK 32

IMC 228658

17-Apr-19

300208

 

52

JK 33

IMC 228659

17-Apr-19

300209

 



184 unpatented lode mining claims owned by DeLamar Mining Company

 

Claim #

 

Claim Name

 

BLM #

Location Date

Original Notice Co. Inst. #

Amended Notice Co. Inst. #

53

JK 34

IMC 228660

17-Apr-19

300210

 

54

JK 35

IMC 228661

17-Apr-19

300211

 

55

JK 36

IMC 228662

17-Apr-19

300212

 

56

JK 37

IMC 228663

17-Apr-19

300213

 

57

JK 38

IMC 228664

17-Apr-19

300214

 

58

JK 39

IMC 228665

17-Apr-19

300215

 

59

JK 40

IMC 228666

17-Apr-19

300216

 

60

JK 41

IMC 228667

17-Apr-19

300217

 

61

JK 42

IMC 228668

17-Apr-19

300218

 

62

JK 43

IMC 228669

17-Apr-19

300219

 

63

JK 44

IMC 228670

17-Apr-19

300220

 

64

JK 45

IMC 228671

17-Apr-19

300221

 

65

JK 46

IMC 228672

17-Apr-19

300222

 

66

JK 47

IMC 228673

17-Apr-19

300223

 

67

JK 48

IMC 228674

17-Apr-19

300224

 

68

JK 49

IMC 228675

17-Apr-19

300225

 

69

JK 50

IMC 228676

17-Apr-19

300226

 

70

JK 51

IMC 228677

17-Apr-19

300227

 

71

JK 52

IMC 228678

17-Apr-19

300228

 

72

JK 53

IMC 228679

17-Apr-19

300229

 

73

JK 54

IMC 228680

17-Apr-19

300230

 

74

JK 55

IMC 228681

17-Apr-19

300231

 

75

JK 56

IMC 228682

17-Apr-19

300232

 

76

JK 57

IMC 228683

17-Apr-19

300233

 

77

JK 58

IMC 228684

17-Apr-19

300234

 

78

JK 59

IMC 228685

17-Apr-19

300235

 

79

JK 60

IMC 228686

17-Apr-19

300236

 

80

JK 61

IMC 228687

17-Apr-19

300237

 

81

JK 62

IMC 228688

17-Apr-19

300238

 

82

JK 63

IMC 228689

17-Apr-19

300239

 

83

JK 64

IMC 228690

17-Apr-19

300240

 

84

JK 65

IMC 228691

17-Apr-19

300241

 

85

JK 66

IMC 228692

17-Apr-19

300242

 

86

JK 67

IMC 228693

17-Apr-19

300243

 

87

JK 68

IMC 228694

17-Apr-19

300244

 

88

JK 69

IMC 228695

17-Apr-19

300245

 

89

JK 70

IMC 228696

17-Apr-19

300246

 

90

JK 71

IMC 228697

17-Apr-19

300247

 

91

JK 72

IMC 228698

17-Apr-19

300248

 

92

JK 73

IMC 228699

17-Apr-19

300249

 

93

JK 74

IMC 228700

17-Apr-19

300250

 

94

JK 75

IMC 228701

17-Apr-19

300251

 

95

JK 76

IMC 228702

17-Apr-19

300252

 

96

JK 77

IMC 228703

17-Apr-19

300253

 

97

JK 78

IMC 228704

17-Apr-19

300254

 

98

JK 79

IMC 228705

17-Apr-19

300255

 

99

JK 80

IMC 228706

17-Apr-19

300256

 

100

JK 81

IMC 228707

17-Apr-19

300257

 

101

JK 82

IMC 228708

17-Apr-19

300258

 

102

JK 83

IMC 228709

17-Apr-19

300259

 

103

JK 84

IMC 228710

17-Apr-19

300260

 

104

JK 85

IMC 228711

17-Apr-19

300261

 



184 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

105

JK 86

IMC 228712

17-Apr-19

300262

 

106

JK 87

IMC 228713

17-Apr-19

300263

 

107

JK 88

IMC 228714

17-Apr-19

300264

 

108

JK 89

IMC 228715

16-Apr-19

300265

 

109

JK 90

IMC 228716

16-Apr-19

300266

 

110

JK 91

IMC 228717

16-Apr-19

300267

 

111

JK 92

IMC 228718

16-Apr-19

300268

 

112

JK 93

IMC 228719

16-Apr-19

300269

 

113

JK 94

IMC 228720

16-Apr-19

300270

 

114

JK 95

IMC 228721

16-Apr-19

300271

 

115

JK 96

IMC 228722

16-Apr-19

300272

 

116

JK 97

IMC 228723

16-Apr-19

300273

 

117

JK 98

IMC 228724

16-Apr-19

300274

 

118

JK 99

IMC 228725

16-Apr-19

300275

 

119

JK 100

IMC 228726

16-Apr-19

300276

 

120

JK 101

IMC 228727

16-Apr-19

300277

 

121

JK 102

IMC 228728

16-Apr-19

300278

 

122

JK 103

IMC 228729

16-Apr-19

300279

 

123

JK 104

IMC 228730

16-Apr-19

300280

 

124

JK 105

IMC 228731

16-Apr-19

300281

 

125

JK 106

IMC 228732

16-Apr-19

300282

 

126

JK 107

IMC 228733

16-Apr-19

300283

 

127

JK 108

IMC 228734

16-Apr-19

300284

 

128

JK 109

IMC 228735

16-Apr-19

300285

 

129

JK 110

IMC 228736

16-Apr-19

300286

 

130

JK 111

IMC 228737

16-Apr-19

300287

 

131

JK 112

IMC 228738

16-Apr-19

300288

 

132

JK 113

IMC 228739

16-Apr-19

300289

 

133

JK 114

IMC 228740

16-Apr-19

300290

 

134

JK 115

IMC 228741

16-Apr-19

300291

 

135

JK 116

IMC 228742

16-Apr-19

300292

 

136

JK 117

IMC 228743

16-Apr-19

300293

 

137

JK 118

IMC 228744

16-Apr-19

300294

 

138

JK 119

IMC 228745

16-Apr-19

300295

 

139

JK 120

IMC 228746

16-Apr-19

300296

 

140

JK 121

IMC 228747

16-Apr-19

300297

 

141

JK 122

IMC 228748

16-Apr-19

300298

 

142

JK 123

IMC 228749

16-Apr-19

300299

 

143

JK 124

IMC 228750

16-Apr-19

300300

 

144

JK 125

IMC 228751

16-Apr-19

300301

 

145

JK 126

IMC 228752

16-Apr-19

300302

 

146

JK 127

IMC 228753

16-Apr-19

300303

 

147

JK 128

IMC 228754

16-Apr-19

300304

 

148

JK 129

IMC 228755

16-Apr-19

300305

 

149

JK 130

IMC 228756

16-Apr-19

300306

 

150

JK 131

IMC 228757

16-Apr-19

300307

 

151

JK 132

IMC 228758

16-Apr-19

300308

 

152

JK 133

IMC 228759

16-Apr-19

300309

 

153

JK 134

IMC 228760

16-Apr-19

300310

 

154

JK 135

IMC 228761

16-Apr-19

300311

 

155

JK 136

IMC 228762

16-Apr-19

300312

 

156

JK 137

IMC 228763

16-Apr-19

300313

 



184 unpatented lode mining claims owned by DeLamar Mining Company

Claim #

Claim Name

BLM #

Location Date

Original Notice
Co. Inst. #

Amended Notice
Co. Inst. #

157

JK 138

IMC 228764

16-Apr-19

300314

 

158

JK 139

IMC 228765

16-Apr-19

300315

 

159

JK 140

IMC 228766

16-Apr-19

300316

 

160

JK 141

IMC 228767

16-Apr-19

300317

 

161

JK 142

IMC 228768

16-Apr-19

300318

 

162

JK 143

IMC 228769

16-Apr-19

300319

 

163

JK 144

IMC 228770

16-Apr-19

300320

 

164

JK 145

IMC 228771

16-Apr-19

300321

 

165

JK 146

IMC 228772

16-Apr-19

300322

 

166

JK 147

IMC 228773

16-Apr-19

300323

 

167

JK 148

IMC 228774

16-Apr-19

300324

 

168

JK 149

IMC 228775

16-Apr-19

300325

 

169

JK 150

IMC 228776

16-Apr-19

300326

 

170

JK 151

IMC 228777

16-Apr-19

300327

 

171

JK 152

IMC 228778

16-Apr-19

300328

 

172

JK 153

IMC 228779

16-Apr-19

300329

 

173

JK 154

IMC 228780

16-Apr-19

300330

 

174

JK 155

IMC 228781

16-Apr-19

300331

 

175

JK 156

IMC 228782

16-Apr-19

300332

 

176

JK 157

IMC 228783

16-Apr-19

300333

 

177

JK 158

IMC 228784

16-Apr-19

300334

 

178

JK 159

IMC 228785

16-Apr-19

300335

 

179

JK 160

IMC 228786

16-Apr-19

300337

 

180

JK 161

IMC 228787

16-Apr-19

300338

 

181

JK 162

IMC 228788

16-Apr-19

300339

 

182

JK 163

IMC 228789

16-Apr-19

300340

 

183

JK 164

IMC 228790

16-Apr-19

300341

 

184

JK 165

IMC 228791

16-Apr-19

300342

 



73 unpatented claims owned by DeLamar Mining Company

 

 

 

Location

Original Notice

Amended Notice

Claim #

Claim Name

BLM #

Date

Co. Inst. #

Co. Inst. #

1

DS 1

IMC-228903

10-Jul-19

300769

 

2

DS 2

IMC-228904

10-Jul-19

300770

 

3

DS 3

IMC-228905

10-Jul-19

300771

 

4

DS 4

IMC-228906

10-Jul-19

300772

 

5

DS 5

IMC-228907

10-Jul-19

300773

 

6

DS 6

IMC-228908

10-Jul-19

300774

 

7

DS 7

IMC-228909

10-Jul-19

300775

 

8

DS 8

IMC-228910

10-Jul-19

300776

 

9

DS 9

IMC-228911

10-Jul-19

300777

 

10

DS 10

IMC-228912

10-Jul-19

300778

 

11

DS 11

IMC-228913

10-Jul-19

300779

 

12

DS 12

IMC-228914

10-Jul-19

300780

 

13

DS 13

IMC-228915

10-Jul-19

300782

 

14

DS 14

IMC-228916

10-Jul-19

300783

 

15

DS 15

IMC-228917

10-Jul-19

300784

 

16

DS 16

IMC-228918

10-Jul-19

300785

 

17

DS 17

IMC-228919

10-Jul-19

300786

 

18

DS 18

IMC-228920

10-Jul-19

300787

 

19

DS 19

IMC-228921

10-Jul-19

300788

 

20

DS 20

IMC-228922

10-Jul-19

300789

 

21

DS 21

IMC-228923

10-Jul-19

300790

 

22

DS 22

IMC-228924

10-Jul-19

300791

 

23

DS 23

IMC-228925

10-Jul-19

300792

 

24

DS 24

IMC-228926

10-Jul-19

300793

 

25

DS 25

IMC-228927

10-Jul-19

300794

 

26

DS 26

IMC-228928

10-Jul-19

300795

 

27

DS 27

IMC-228929

10-Jul-19

300796

 

28

DS 28

IMC-228930

10-Jul-19

300797

 

29

DS 29

IMC-228931

10-Jul-19

300798

 

30

DS 30

IMC-228932

10-Jul-19

300799

 

31

DS 31

IMC-228933

10-Jul-19

300800

 

32

DS 32

IMC-228934

10-Jul-19

300801

 

33

DS 33

IMC-228935

10-Jul-19

300802

 

34

DS 34

IMC-228936

10-Jul-19

300803

 

35

DS 35

IMC-228937

10-Jul-19

300804

 

36

DS 36

IMC-228938

10-Jul-19

300805

 

37

DS 37

IMC-228939

10-Jul-19

300806

 

38

DS 38

IMC-228940

10-Jul-19

300807

 

39

DS 39

IMC-228941

11-Jul-19

300808

 

40

DS 40

IMC-228942

11-Jul-19

300809

 

41

DS 41

IMC-228943

11-Jul-19

300810

 

42

DS 42

IMC-228944

11-Jul-19

300811

 

43

DS 43

IMC-228945

11-Jul-19

300812

 

44

DS 44

IMC-228946

11-Jul-19

300813

 

45

DS 45

IMC-228947

11-Jul-19

300814

 

46

DS 46

IMC-228948

11-Jul-19

300817

 

47

DS 47

IMC-228949

11-Jul-19

300818

 

48

DS 48

IMC-228950

11-Jul-19

300819

 

49

DS 49

IMC-228951

11-Jul-19

300820

 

50

DS 50

IMC-228952

11-Jul-19

300821

 

51

DS 51

IMC-228953

11-Jul-19

300822

 

52

DS 52

IMC-228954

11-Jul-19

300823

 



73 unpatented claims owned by DeLamar Mining Company

53

DS 53

IMC-228955

11-Jul-19

300824

 

54

DS 54

IMC-228956

11-Jul-19

300825

 

55

DS 55

IMC-228957

11-Jul-19

300826

 

56

DS 56

IMC-228958

31-Jul-19

300827

 

57

DS 57

IMC-228959

31-Jul-19

300828

 

58

DS 58

IMC-228960

31-Jul-19

300829

 

59

DS 59

IMC-228961

31-Jul-19

300830

 

60

DS 60

IMC-228962

31-Jul-19

300831

 

61

DS 61

IMC-228963

31-Jul-19

300832

 

62

DS 62

IMC-228964

31-Jul-19

300833

 

63

DS 63

IMC-228965

31-Jul-19

300834

 

64

DS 64

IMC-228966

31-Jul-19

300835

 

65

DS 65

IMC-228967

31-Jul-19

300836

 

66

DS 66

IMC-228968

12-Jul-19

300837

 

67

DS 67

IMC-228969

12-Jul-19

300838

 

68

DS 68

IMC-228970

12-Jul-19

300839

 

69

DS 69

IMC-228971

12-Jul-19

300840

 

70

DS 70

IMC-228972

12-Jul-19

300841

 

71

DS 71

IMC-228973

12-Jul-19

300842

 

72

DS 72

IMC-228974

11-Jul-19

300843

 

73

DS 73

IMC-228975

11-Jul-19

300844

 


Patented & Unpatented Mining Claims owned or controlled by

DeLamar Mining Company

November 18, 2019

Owned Real Property (Owyhee County, ID):

1. Tax Parcel #RP 95S04W050106A

LODES:

BOSTON, MS 855; CASH, MS 859A; CHICAGO, MS 643A; CHRISTIAN WAHL, MS 642A; CROWN PRINCE & BISMARCK CONSOLIDATED, MS 923A; DENVER, MS 856A; DISSON, MS 921; HIDDEN TREASURE, MS 1264; HOPE, MS 920A; IBURG, MS 1260;IDAHO, MS 548; LONDON, MS 857A; LOUIS WAHL, MS 854; MICHIGAN, MS 1266; MOLLOY, MS 1029A; NEW YORK, MS 863A; PHEBE GRACE, MS 858; PHILADELPHIA, MS 862A; SAN FRANCISCO, MS 860; STODDARD, MS 38; TORPEDO, MS 1261; WALLSTREET, MS 1265; WILSON, MS 547; ZULU, MS 1259.

MILLSITES:

CASH MILL SITE, MS 859B; CHICAGO MILL SITE, MS 643B; CHRISTIAN WAHL MILL SITE, MS 642B; CROWN PRINCE & BISMARCK CONSOLIDATED, MS 923B; DELAMAR MILL SITE, MS

1024; DENVER MILL SITE, MS 856B; HOPE MILL SITE, MS 920B; LONDON MILL SITE, MS 857B; NEW YORK MILL SITE, MS 863B; PHILADELPHIA MILL SITE, MS 862B; WILSON MILL SITE, MS 652.

2. Tax parcel #RP 95S04W060146A

Leply group, MS 3066, ADVANCE, BOONE, CHATAQUA (sic), INDEPENDENCE, and a portion of BECK and LAST CHANCE

3. Tax parcel #RP 95S04W050147A

BECK, LAST CHANCE, MS 3066, described as Lot 47.

Per Assessor's office, said Lot 147 is a portion of Beck and Last Chance (Leply group)

4. Tax parcel #RP 95S04W08119AA

PORTION OF IBURG, MS 1260, Tax 119A

5. Tax parcel #RP 95S04W050151A

ELLA, CZARINA, ONLY CHANCE, BADGER, MS 3067

6. Tax parcel #RP 95S04W05074AA

HOWE, MS 950A, & MANHATTAN, MS 866, less a portion

7. Tax parcel #RP 95S04W05074BA

PORTION OF HOWE, MS 950A, & MANHATTAN, MS 866

8. Tax parcel #RP 95S04W056000A

NDCO SEC5 #27, 28, [29-32], 30, 31, [34-35], 36, 37, 38, 39, 40

9. Tax parcel #RP 95S04W068400A

NDCO SEC6 #17, 18, 19, 20, 21, 22, 23, 24, 25, 29, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43

10. Tax parcel #RP 95S04W072300A

NDCO SEC7 #6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41

11. Tax parcel #RP 95S04W084300A

NDCO SEC8 #8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32,

 


33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60,

61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 73, 74, 75, 76, 77, 78, 79, 80, 81, 82, 83, 84, 85, 87, 88, 89, 90

12. Tax parcel #RP 95S04W094600A

NDCO SEC9 #8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 35, 36, 37, 38, 39, 40, 41,

42, 43, 44, 45, 46, 47, 48, 50, 51, 52, 53, 54, 55, 56, 57

13. Tax parcel #RP 95S04W01093FA

EUREKA, MS 3100, located in 1-5S-4W

14. Banner Patented claims

Star Spangle: U.S. Mineral Survey No. 2295
Harmon: U.S. Mineral Survey No. 2296
Banner: U.S. Mineral Survey No. 2296
COD: U.S. Mineral Survey No. 2296

Ella: U.S. Mineral Survey No. 2296
Mammon: U.S. Mineral Survey No. 2296
Coffee: U.S. Mineral Survey No. 2296
Justice: U.S. Mineral Survey No. 1302
Tip Top: U.S. Mineral Survey No. 1303A
Apex: U.S. Mineral Survey No. 1304

15. Empire Patented claims

Parcel 1:

Black Jack: U.S. Mineral Survey No. 848A
Empire State: U.S. Mineral Survey No. 878
Phillips: U.S. Mineral Survey No. 879
Sullivan: U.S. Mineral Survey No. 880

Belfast: U.S. Mineral Survey No. 881 - Expressly excepting and excluding all that portion of ground embraced in Mineral Survey No. 879
Colorado: U.S. Mineral Survey No. 1091
Sierra Nevada: U.S. Mineral Survey No. 1092
Independence: U.S. Mineral Survey No. 1097
Jumbo: U.S. Mineral Survey No. 1099
South Pluto: U.S. Mineral Survey No. 1100
Black Bart: U.S. Mineral Survey No. 1102 - Expressly excepting and excluding all that portion of ground embraced in Mineral Survey No. 1278 (Harrison Claim)

James G. Blaine: U.S. Mineral Survey No. 1103

Caroline: U.S. Mineral Survey No. 1201 - Expressly excepting and excluding all that portion of ground embraced in Mineral Survey No. 548 (Idaho Claim)

Owyhee Treasury: U.S. Mineral Survey No. 1233A
Seventy Nine: U.S. Mineral Survey No. 1234A

J.M. Guffy: U.S. Mineral Survey No. 1258A

Rough & Ready: U.S. Mineral Survey No. 1256A - Expressly excepting and excluding all that portion of ground embraced in Mineral Survey Nos. 1167 and 1233A.

Alpine: U.S. Mineral Survey No. 1277
Little Chief: U.S. Mineral Survey No. 1329
Harrison: U.S. Mineral Survey No. 1278
Alleghany: U.S. Mineral Survey No. 1330
Twenty One: U.S. Mineral Survey No. 1331

Black Jack Mill Site: U.S. Mineral Survey No. 848B
Pluto Mill Site: U.S. Mineral Survey No. 1104B
Sunflower: U.S. Mineral Survey No. 1509

Industry: U.S. Mineral Survey No. 1570

 


Economy: U.S. Mineral Survey No. 1571
North Extension Commonwealth: U.S. Mineral Survey No. 1567
Commonwealth: U.S. Mineral Survey No. 1568
Comstock Lode: U.S. Mineral Survey No. 1635
Baltic: U.S. Mineral Survey No. 1636
Sterling: U.S. Mineral Survey No. 1637
Palm Beach Inn: U.S. Mineral Survey No. 1566

Parcel 2:

Trade Dollar Lode (Mineral Survey No. 1111) Trade Dollar Lode (Mineral Survey No. 1111)

Parcel 3:

Fraction Lode (Mineral Survey No. 1199) - Expressly excepting and excluding all that portion of ground embraced in Mineral Survey No. 548

Parcel 4:
South Extension Blaine Lode (Mineral Survey No. 1200)

16. Carton claims

Carton Myrtle, Cash Bill, El Mahdi, Ninety-Two, Carton Fraction MS 3036 Carton Number 2 MS 3205

Leased Patented & Unpatented Claims:

1. Brunzell/Jayo/Brunzell - Sidney Mining Co. Agreement

Purpose: Explore, develop, and mine Property
Description: Tax parcel #RP 95S04W010940A- SUMMIT, MS#2383, Patent #88744, in Sec 1, T5S, R4W, BM

2. Elordi Lease Option

Purpose: Explore, develop, and mine Property

Description: Tax parcel #RP 95S04W041010A- HENRIETTA, MS#630, Patent #17275, in Sec 6, T5S, R4W, BM

3. Elordi-Sidney Mining Co. Agreement

Purpose: Explore, develop, and mine Property

Description: Tax parcel # RP 95S04W010100A MAMMOTH & ANACONDA, MS 2151, Patent #45359, Sec 1&2, T5S, R4W, BM

4. Getchell/Gross Lease Option

Purpose: Explore, develop, and mine Property

Description: Tax parcel #RP 95S04W060146A OHIO, MS #3064, Patent #1031892, in Sec. 4, T5S, R4W, BM


5. Nottingham Mining Lease and Option Agreement

Purpose: Explore and mine property

Description: Patented Claims

 

Survey Number  Patent Number   Claim Name
     

MS 3101

1019060

Alright

MS 3100

1019061

Eureka (7.3 acres)

MS 3100

1019061

Search Light

MS 1968A

44196

Harrison

MS 1968A

44196

Blaine

MS 1968A

44196

Shannon

MS 1968A

44196

Molly Pincher

MS 1968A

44196

Tonowanda Placer

MS 3103

1019062

Roosevelt Placer

MS 3099

1019063

Ida May

MS 3099

1019063

Nellie Grant

MS 3102

1019059

King Edward

6. Statham Mining Lease and Option Agreement

Purpose: Explore and mine property
Description: Patented and Unpatented Claims

Unpatented Claim Name

BLM No.

   

The Holy Terror Placer No. 1 Placer Claim

IMC # 23906

Patented Claims

                                                    

    Survey Number Patent No.                   Claim Name
     

MS 2155

54089

September

MS 1913

40635

Joseph

MS 1909

40636

True Blue

MS 1910

40637

George Washington

MS 1908

40637

Palmer

MS 1906

40637

Eagle

MS 1912

40637

Kentuck

MS 1907

40637

Eclipse

MS 1911

40637

North Extension Humboldt

 


Idaho State Land Deptartment Leases owned or controlled by DeLamar Mining Company

Owyhee County, Idaho; November 18, 2019

 

Lease No.

Acres (Rounded to

even number)

 

Status

E600067

396

Issued

E600077

551

Leased from NV Select

E600085

640

Pending

E600086

601

Pending

E600087

640

Pending

E600088

560

Pending

E600089

520

Pending

E600090

640

Pending

E600091

510

Pending

E600092

514

Pending

E600093

557

Pending

E600094

600

Pending

E600095

640

Pending

E600096

560

Pending



Integra Resources Corp

Schedule of Real Property and Leases

Entity

 

Building type

Location

Owned or Leased

Occupied

Integra Resources

Office

      1050-400 Burrard Street, Vancouver, BC     Leased   Y
DeLamar Mining Company     Staff house

806 Marshall Street, Jordan Valley, OR

Owned

Y

DeLamar Mining Company

Staff house

807 Marshall Street, Jordan Valley, OR

Owned

Y

DeLamar Mining Company

Two offices

5470 Kietzke Lane, 130/300, Reno, NV

Leased

Y

DeLamar Mining Company

Site Office

Owyhee County, ID

Owned

Y

DeLamar Mining Company

Shop

Owyhee County, ID

Owned

Y

DeLamar Mining Company

Water treatment building

Owyhee County, ID

Owned

 



SCHEDULE "E"

SUBSIDIARIES

Please see attached.


Integra Resources Corp.
(Ontario, Canada, Incorporated)
Public Company
   100%
Integra Resources Holdings Canada Inc.
(BC, Canada, Incorporated)
   100%
Integra Holdings U.S. Inc.
(Nevada incorporated)
   100%
DeLamar Mining Company
(Oregon Incorporated)