FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Integra Resources Corp. ("Integra" or the "Company")
1050 - 400 Burrard Street
Vancouver, British Columbia
Canada V6C 3A6

Item 2 Date of Material Change

February 20, 2024

Item 3 News Release

Integra disseminated a new release in respect of the material change referred to in this report on February 21, 2024 to the New York Metro and TSX Venture Disclosure distribution wires using the services GlobeNewswire. The news release was subsequently filed on the Company's SEDAR+ profile.

Item 4 Summary of Material Change

On February 21, 2024, Integra announced that through its wholly-owned subsidiary, DeLamar Mining Company ("DMC"), it entered into a binding agreement dated February 20, 2024 (the "Royalty Agreement") with Wheaton Precious Metals (Cayman) Co. ("Wheaton Cayman"), a wholly-owned subsidiary of Wheaton Precious Metals Corp. ("Wheaton"), pursuant to which Wheaton Cayman will acquire a 1.5% net smelter returns royalty (the "Royalty") on metal production from all claims of the DeLamar and Florida Mountain deposit (together "DeLamar" or the "Project") for an aggregate cash purchase price of US$9.75 million, to be paid in two installments (the "Transaction").

Item 5 Full Description of Material Change

Royalty Agreement

On February 21, 2024, Integra announced that through its wholly-owned subsidiary, DMC, it entered into the Royalty Agreement with Wheaton Cayman, a wholly-owned subsidiary of Wheaton, pursuant to which Wheaton Cayman will acquire the Royalty on metal production from DeLamar for an aggregate cash purchase price of US$9.75 million, to be paid in two installments.

The first installment of US$4.875 million is expected to be received by Integra upon closing of the Transaction (the "First Installment Payment"), which is expected to occur on or about March 5, 2024. The second installment of US$4.875 million is expected to be received by Integra four months from the date of the First Installment Payment (the "Second Installment Payment"). Each installment is subject to certain closing conditions which may be waived by Wheaton Cayman, including, but not limited to:

First Installment Payment Conditions

• as of the end of the most recently completed calendar month end, Integra shall have positive working capital, such working capital being calculated: (A) on a consolidated basis; (B) on the basis of unrestricted cash plus unrestricted cash equivalents, prepaid expenses and receivables less accounts payable and less accrued and other current liabilities and interest (excluding interest payments or settlements under the Credit Agreement (as defined below)) and principal repayments due in the next 12 months (excluding amounts already set aside in restricted cash); and (C) excluding the First Installment Payment;

• on or prior to the First Installment Payment date, DMC shall have executed and delivered to Wheaton Cayman a royalty deed, in form and substance satisfactory to Wheaton Cayman, acting reasonably, together with any consents and deliverables necessary or desirable in order to register the royalty deed against title to the mining properties that comprise the Project;

• DMC shall have delivered to Wheaton Cayman an Internal Revenue Service Form W-9;

• there is no adverse claim, challenge or appeal outstanding as of the First Installment Payment date that would prevent, or would be reasonably expected to prevent or have a reasonable risk of preventing the grant of the Royalty or the registration of the royalty deed against the mining properties that comprise the Project;

• Beedie Investments Ltd. ("Beedie Capital") will have consented to the Royalty, in a form and substance satisfactory to Wheaton Cayman, acting reasonably;

• Wheaton Cayman shall have entered into an inter-creditor arrangement with Beedie satisfactory to Wheaton Cayman, acting reasonably;

• there is no adverse claim, challenge or appeal outstanding that would prevent, or would be reasonably expected to prevent or have a reasonable risk of preventing, the construction, development or operation of mine at DeLamar; and

• Wheaton Cayman shall have received certain other certificates, opinions and letters pertaining to, among other items, the corporate status of DMC, the Transaction documents and title status of the mineral properties that comprise the Project. 

If the conditions to the First Installment Payment are not satisfied on or before the third anniversary of the date of the Royalty Agreement, the Wheaton Cayman may terminate the Royalty Agreement.

Second Installment Payment Conditions

• as of the end of the most recently completed calendar month end, the Integra shall have sufficient working capital to satisfy all of its obligations and liabilities due within a period of 12 months following the Second Installment Payment date, such working capital being calculated: (A) on a consolidated basis; (B) on the basis of unrestricted cash plus unrestricted cash equivalents, prepaid expenses and receivables less accounts payable and less accrued and other current liabilities and interest (excluding interest payments or settlements under the Credit Agreement) and principal repayments due in the 12 months following the Second Installment Payment date (excluding amounts already set aside in restricted cash); and (C) including the Second Installment Payment; and

• Wheaton Cayman shall have received certain other certificates pertaining to the Transaction documents.

If the conditions to the Second Installment Payment are not satisfied on or before the date that is six months from the First Installment Payment date, then until the Second Installment Payment is made the Royalty percentage shall be reduced by 50%. 

Under the terms of the Royalty Agreement, proceeds from the Royalty Agreement must be used for the purposes of developing a mine at DeLamar and for general corporate purposes subject to certain exclusions.  The Company anticipates using net proceeds from the Transaction for the continued development of DeLamar, including work to support a feasibility study and the advancement of the National Environmental Policy Act permitting process in the United States

Under the terms of the Royalty Agreement, the Royalty is subject to adjustment in the event certain production thresholds have not been met by January 1, 2029 (the "Outside Completion Date"), subject to extension in certain circumstances.  Should the applicable production thresholds not be met under the Royalty Agreement by the Outside Completion Date, then the Royalty shall be increased in increments of 0.15% each year to a maximum total Royalty of 2.70%.

Third Supplemental Credit Agreement

On February 21, 2024, Integra also announced that the Company and its subsidiaries, Integra Resources Holdings Canada Inc., Integra Holdings U.S. Inc. and DMC entered into an amendment dated February 20, 2024 (the "Third Supplemental Credit Agreement") to the credit agreement dated July 28, 2022, as amended (the "Credit Agreement") with Beedie Capital, pursuant to which, among other items, Beedie Capital consented to the Royalty and the parties agreed to amend the participation rights afforded to Beedie Capital with respect to future equity financings under the Credit Agreement.  For more information regarding the Third Supplemental Credit Agreement, see the Third Supplemental Credit Agreement available at the Company's profile on SEDAR+ at www.sedarplus.ca.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

N/A

Item 7 Omitted Information

N/A

Item 8 Executive Officer

Andree St-Germain, Chief Financial Officer
Telephone (604) 416-0576

February 23, 2024

Forward Looking and Other Cautionary Statements

Item 9 Date of Report Certain information set forth in this material change report contains "forward‐looking statements" and "forward‐looking information" within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: closing of the Transaction; the future financial or operating performance of the Company and the Company's mineral properties and project portfolio; the results from work performed to date; the estimation of mineral resources and reserves; the realization of mineral resource and reserve estimates; the development, operational and economic results of technical reports on mineral properties referenced herein; magnitude or quality of mineral deposits; the anticipated advancement of the Company' mineral properties and project portfolios; exploration expenditures, costs and timing of the development of new deposits; underground exploration potential; costs and timing of future exploration; the completion and timing of future development studies; estimates of metallurgical recovery rates; exploration prospects of mineral properties; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of mineral properties; future growth potential of mineral properties; and future development plans.

Forward-looking statements are often identified by the use of words such as "may", "will", "could", "would", "anticipate", "believe", "expect", "intend", "potential", "estimate", "budget", "scheduled", "plans", "planned", "forecasts", "goals" and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the Company's ability to satisfy the closing conditions to the Transaction; the Company's ability to complete its planned exploration programs; the absence of adverse conditions at mineral properties; no unforeseen operational delays; no material delays in obtaining necessary permits; the price of gold remaining at levels that render mineral properties economic; the Company's ability to continue raising necessary capital to finance operations; and the ability to realize on the mineral resource and reserve estimates. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: integration risks; general business, economic and competitive uncertainties; the actual results of current and future exploration activities; conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain technology usage; changes in project parameters and/or economic assessments as plans continue to be refined; future prices of metals; possible variations of mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; and management's ability to anticipate and manage the foregoing factors and risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in Integra's annual report on Form 20-F dated March 17, 2023 for the fiscal year ended December 31, 2022, and Millennial Precious Metals Corp's management's discussion and analysis dated April 28, 2023 for the fiscal year ended December 31, 2022.

There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward‐looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the Company's plans, objectives and goals, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements.

THIRD SUPPLEMENTAL CREDIT AGREEMENT

THIS THIRD SUPPLEMENTAL CREDIT AGREEMENT (this "Agreement") is made effective as of February 20, 2024

BETWEEN:

INTEGRA RESOURCES CORP.

(the "Borrower")

AND:

INTEGRA RESOURCES HOLDINGS CANADA INC.

("Integra Holdings Canada")

AND:

INTEGRA HOLDINGS U.S. INC.

("Integra Holdings US")

AND:

DELAMAR MINING COMPANY

("DeLamar" and together with Integra Holdings Canada and Integra Holdings US, the "Corporate Guarantors")

AND:

BEEDIE INVESTMENTS LTD.

(the "Lender")

WHEREAS:

A. The Borrower, the Corporate Guarantors (collectively, the "Loan Parties") and the Lender are parties to a credit agreement dated as of July 28, 2022 as amended by a first supplemental credit agreement dated as of February 26, 2023 and a second supplemental credit agreement dated as of May 4, 2023 (the "Credit Agreement") which establishes a non-revolving convertible term loan in favour of the Borrower of up to the principal amount of US$20,000,000 (the "Loan");

B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings given to them in the Credit Agreement;

C. The Initial Advance in the principal amount of US$10,000,000 was made by the Lender to the Borrower on the Closing Date; D. DeLamar proposes to enter into a royalty agreement (the "Wheaton Royalty Agreement") dated February 20, 2024 with Wheaton Precious Metals (Cayman) Co. ("Wheaton") pursuant to which DeLamar will grant to Wheaton a royalty with respect to the Mining Properties (as defined therein) relating to the DeLamar Project;

E. The entering into of the Wheaton Royalty Agreement and the granting by DeLamar of the royalty provided for therein, requires the consent of the Lender pursuant to the terms of the Credit Agreement; and

F. The Lender has agreed to provide such consent, and the Loan Parties and the Lender have agreed to amend the Credit Agreement on the terms and conditions set out herein.

WITNESSES THAT in consideration of the premises and of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.1 Gender and Number

In this Agreement, words importing the singular include the plural and vice versa; and words importing gender include all genders.

1.2 Section Headings

The insertion of headings and the division of this Agreement into Sections are for the convenience of reference only and shall not affect the interpretation hereof.

1.3 Entire Agreement

The Credit Agreement, as amended by this Third Supplemental Credit Agreement (the "Credit Agreement"), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto pertaining to the subject matter hereof, and there are no warranties, representations or other agreements between the parties hereto in connection with the subject matter hereof except as specifically set forth herein and in the Credit Agreement.

1.4 Limited Waiver

No waiver of any of the provisions of this Agreement or the Credit Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

1.5 Severability of Provisions

The invalidity or unenforceability of any provision of this Agreement herein contained shall not affect the validity or enforceability of any other provision hereof or herein contained and any such invalid provision or covenant shall be deemed to be severable.

1.6 Currency References

All currency amounts referred to in this Agreement are in US Dollars unless otherwise indicated.

2.0 ACKNOWLEDGMENTS

2.1 Truth of Recitals

The Loan Parties confirm the accuracy of the facts and matters set out in the Recitals hereto and agree that the same shall be contractual and not a mere recital and that the same will form an integral part hereof.

2.2 Indebtedness

The Loan Parties acknowledge and agree that the Borrower is currently indebted to the Lender under the Credit Agreement in the principal amount of US$10,000,000 with respect to the Initial Advance plus interest and costs (together with all other outstanding Obligations of the Loan Parties under the Credit Agreement and the other Loan Documents, the "Outstanding Obligations").

2.3 Acknowledgments

(a) The Loan Parties acknowledge and agree with the Lender that the Outstanding Obligations are owing to the Lender without abatement or setoff of any kind; and

(b) Each Loan Party acknowledges and agrees that the Security to which it is a party is valid and enforceable in accordance with its terms and is not released, or amended or merged in any manner as a result of the execution and delivery of this Agreement and the amendments to the Credit Agreement effected hereby and remains in full force and effect following the execution and delivery of this Agreement for the benefit of the Lender as security for its Outstanding Obligations.

3.0 AMENDMENTS TO CREDIT AGREEMENT

3.1 The Lender hereby, effective as of the date of this Agreement and subject to the terms and conditions hereof, consents to DeLamar entering into of the Wheaton Royalty Agreement and the performance of its obligations thereunder, including the granting by DeLamar of the royalty provided for therein.

3.2 Effective as of the date hereof, the Credit Agreement shall be deemed to be amended set out below.

(a) by adding the following definition in Section 1.1:

""Wheaton Royalty Agreement" means the royalty agreement dated as of February 20, 2024 made between DeLamar and Wheaton Precious Metals (Cayman) Co. pursuant to which DeLamar granted to Wheaton Precious Metals (Cayman) Co. a royalty with respect to the DeLamar Project."

(b) by adding the following clause in the definition of Permitted Encumbrances in Section 1.1:

"(m.1) [redacted];"

(c) by adding the following clause to the definition of Permitted Funded Debt in Section 1.1:

"(f.1) [redacted];"

(d) by deleting Section 8.6 (Pre-Emptive Rights) and substituting the following therefor:

"8.6 Pre-Emptive Rights

8.6.1 Pre-Emptive Rights

(a) If at any time, any outstanding Obligations of the Borrower or any Corporate Guarantor under the Credit Agreement and the other Loan Documents remain due and owing to the Lender, or if the Lender and its Affiliates own, directly or indirectly, 5% or more of the outstanding Common Shares of the Borrower on a non-diluted basis (the "Pre-Emptive Rights Threshold"), the Borrower hereby grants to the Lender the right to purchase, directly or by any of its Affiliates, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable under such Triggering Event (the "Pre-Emptive Right Securities") on the same terms and conditions as those issuable to all other Persons under such Triggering Event (provided that, if the Borrower is prohibited by Applicable Securities Legislation or other Applicable Laws or the rules of any stock exchange from participating on the same terms and conditions under such Trigger Event, the Borrower shall use commercially reasonable efforts to enable the Lender to participate on terms and conditions that are as substantially similar as circumstances permit) which will allow the Lender to maintain the As-Converted Ownership of the Lender immediately prior to the Triggering Event, to a maximum number which shall not exceed of 20% or more of the issued and outstanding Common Shares on a non-diluted basis, unless any applicable approvals of the Exchanges are obtained and any related requirements are satisfied, including shareholder approval by the Borrower in accordance with Applicable Securities Legislation and the rules or policies of each applicable Exchange, if applicable.  Upon written notice from the Lender that the Lender intends to acquire any Pre-Emptive Right Securities pursuant to this Section 8.6.1(a) that would result in the Lender exceeding the aforementioned 20% threshold, the Borrower shall (A) cause a resolution (the "Lender Ownership Resolution") to be put forth before the Borrower's shareholders at the Borrower's next meeting of shareholders (whether an annual general meeting or a special meeting) to seek requisite shareholder approval in order to permit the Lender to beneficially own 20% or more of the outstanding Common Shares in compliance with Applicable Securities Legislation or other Applicable Laws or the rules of any stock exchange and acquire the number of Common Shares the Lender would have otherwise been able to acquire in order to allow the Lender to maintain the As-Converted Ownership of the Lender immediately prior to the Triggering Event, but which were not issued to the Lender because of the aforementioned 20% threshold; (B) recommend shareholders to vote in favour of the Lender Ownership Resolution; (C) solicit proxies in support thereof (in accordance with past practice regarding solicitation at annual general meetings); and (iv) cause all votes received by proxy in favour of the Lender Ownership Resolution to be voted in favour of the Lender Ownership Resolution.  In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to the Lender and its Affiliates between Common Shares and Convertible Securities on the same pro rata basis as are allocated to other subscribers under the Triggering Event.  In connection with a Triggering Event that includes the issuance of Convertible Securities, the As-Converted Ownership of the Lender and the issue of Pre-Emptive Right Securities will be calculated assuming the conversion or exercise into Common Shares of all Convertible Securities under the Triggering Event and the Pre-Emptive Right.  In connection with a Triggering Event whereby additional Common Shares and/or Convertible Securities are issued to any third parties upon the exercise of any other participation, top-up or pre-emptive rights provided by the Borrower to such third party (a "Third Party Pre-Emptive Right"), the As-Converted Ownership of the Lender and the issue of Pre-Emptive Right Securities will be calculated after taking into account all additional Common Shares and/or Convertible Securities that are issued pursuant to the exercise of any Third Party Pre-Emptive Right that are triggered as a result of a Triggering Event.  For the purposes of this Section 8.6, the "As-Converted Ownership of the Lender" means, as at any date, the aggregate interest of the Lender and its Affiliates calculated as a percentage, (a) the numerator of which shall be the number of Common Shares and Convertible Securities otherwise beneficially owned or controlled by the Lender and its Affiliates, as at such relevant date, and (b) the denominator of which shall be the aggregate number of Common Shares outstanding of the Company, together with the Convertible Securities otherwise beneficially owned or controlled by the Lender and its Affiliates, as at such relevant date.

(b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to the Lender or its Affiliates.

(c) Except as otherwise specifically provided in this Section 8.6, each Party shall bear its own expenses incurred in connection with this Section 8.6 and in connection with all obligations required to be performed by each of them under this Section 8.6.

(d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Section 8.6 or the transactions contemplated hereby, before issuing any such press release.

(e) The Borrower shall provide to the Lender written notice (a "Triggering Event Notice") as soon as practicable following a determination by the Borrower to effect a Triggering Event.  Each Triggering Event Notice shall include the particulars of the Triggering Event, including [redacted].

(f) The Triggering Event Notice will specify the time within which the Pre-Emptive Right, if not exercised in whole or in part, will be deemed to be declined, which time shall be [redacted] (the "Notice Period").

(g) Notwithstanding Section 8.6.1(f), if the proposed Triggering Event to which such Triggering Event Notice is to be carried out is an a offering that may be launched in [redacted] according to usual market practice (including, without limitation, a "bought deal" or overnight marketed deal), then the Borrower may, in advance of providing the Triggering Event Notice contemplated in Section 8.6.1(e), provide advance notice of a proposed Triggering Event (the "Advance Triggering Event Notice") to the Lender.  The Advance Triggering Event Notice must include [redacted].  In the event such an Advanced Triggering Event Notice is provided to the Lender, the Borrower may, [redacted], provide a subsequent Triggering Event Notice with respect to the Triggering Event that [redacted].

(h) Upon receipt of a Triggering Event Notice, the Lender may, in its discretion, at any time until the expiry of the Notice Period and deemed declination of the Triggering Event Notice as set forth Sections 8.6.1(f) and (g) above, deliver an irrevocable notice (subject to Section 8.6.2(c) below) (an "Exercise Notice") in writing addressed to the Borrower confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and which of the Lender and/or its Affiliates such Pre-Emptive Right Securities are to be issued.  If the Borrower does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable Notice Period set out above, the Lender shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event, and the Borrower shall be free to conduct the Triggering Event to which such Triggering Event Notice relates without the participation of the Lender.

(i) Subject to Applicable Law and the provisions of Section 8.6.2 below, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur promptly after delivery of the Exercise Notice on a date agreed by the Parties, which must be on or after the Triggering Event Closing Date.  Notwithstanding the foregoing, Borrower may complete the issue and sale of securities under a Triggering Event prior to completion of the Pre-Emptive Right.

8.6.2 Exercise of Pre-Emptive Right

(a) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done as promptly as practicable, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Section 8.6, including obtaining any governmental, regulatory, stock exchange or other consents, transfers, orders, qualifications, waivers, authorizations, exemptions and approvals, providing all notices and making all registrations, filings and applications necessary or desirable for the consummation of the transactions contemplated by this Section 8.6, including any filings with any Governmental Authorities.  The Borrower shall forthwith notify the Lender if as a condition of obtaining any applicable regulatory approvals, including securities regulatory and stock exchange approval, the purchase price must be an amount greater than the Triggering Event Price (in which event, the Lender shall be entitled to revoke its Exercise Notice in whole or in part), and shall keep the Lender informed and allow it to participate in any communications with such stock exchange regarding the exercise of the Lender's rights under this Section 8.6.

(b) The obligation of the Borrower to consummate an issuance and sale of Pre-Emptive Right Securities under this Section 8.6 is subject to the fulfilment, prior to or at the applicable closing date, of each of the following conditions, any of which may be waived by the Borrower in writing:

(i) [redacted];

(ii) [redacted];

(iii) [redacted];

(iv) [redacted]; and

(v) [redacted].

(c) The obligation of the Lender and/or its Affiliates, as applicable, to consummate a purchase of Pre-Emptive Right Securities under this Section 8.6 is subject to the fulfilment, prior to or at the applicable closing date, of each of the following conditions, any of which may be waived by the Lender in writing:

(i) [redacted];

(ii) [redacted];

(iii) [redacted];

(iv) [redacted];

(v) [redacted]; and

(vi) [redacted].

If the aforementioned conditions in favour of the Lender have not been satisfied or waived within [redacted], then the Lender shall have the right to revoke and terminate the applicable Exercise Notice by notice in writing to the Borrower, and the Lender shall have no further obligation to purchase the Pre-Emptive Right Securities set forth in such Exercise Notice.

(d) At or prior to the closing of any issuance of securities to the Lender and/or its Affiliates under this Section 8.6:

(i) the Borrower shall deliver, or cause to be delivered, to the Lender and/or its Affiliate, the applicable securities registered in the name of or otherwise credited to such entity, in accordance with a written direction to be provided by the Lender [redacted];

(ii) the Lender and/or its Affiliate shall deliver or cause to be delivered to the Borrower payment of the applicable purchase price by certified cheque or wire or other electronic funds transfer; and

(iii) the Parties shall deliver any documents required to evidence the requirements set out in Section 8.6.2(b) and Section 8.6.2(c).

8.6.3 Nothing herein contained or done pursuant hereto shall obligate the Lender to purchase or pay for, or shall obligate the Borrower to issue, the Pre-Emptive Right Securities except upon the exercise by the Lender of the Pre-Emptive Right in accordance with the provisions of this Section 8.6 and compliance with all other conditions precedent to such issue and purchase contained in this Section 8.6.

8.6.4 

(a) Notwithstanding anything to the contrary contained herein, Sections 8.6.1 to 8.6.3 will not apply to any Triggering Event in the following circumstances (each such Triggering Event pursuant to paragraphs (i) through (iv) of this Section 8.6.4 being referred to as an "Excluded Event"):

(i) any share split, share dividend or capital reorganization of the Borrower or any subsidiary, provided that the beneficial shareholders of the Borrower or such subsidiary, as applicable, and the percentage ownership interest of each beneficial shareholder of the Borrower or such subsidiary, as applicable, do not change as a result thereof; (ii) for compensatory purposes to directors, officers, employees of or consultants to the Borrower and its Affiliates pursuant to a security compensation plan of the Borrower that complies with the requirements of the Exchange;

(iii) pursuant to a dividend reinvestment plan of the Borrower that complies with the requirements of the Exchange and Applicable Laws; and

(iv) upon the conversion, exchange or exercise of any Convertible Securities issued following the date of this Agreement in compliance with Section 8.6.1.

(b) If at any time [redacted], the Borrower shall provide the Lender with prompt written notice (the "Dilution Notice") of the occurrence of such Excluded Event and the Lender shall have the right [redacted], subscribe, at a price determined in good faith by the Board if the Common Shares are not listed on any stock exchange or a price equal to the Market Price if the Common Shares are listed the Exchange, that number of Common Shares required for the Lender to maintain the As-Converted Ownership of the Lender at its value prior to such dilution. Upon receipt of such notice and the applicable subscription price, the Borrower shall issue such additional number of Common Shares to the Lender as soon as practicable.

8.6.5 [redacted].

8.6.6 The covenants and agreements in Sections 8.6.1, 8.6.2 and 8.6.3 shall survive repayment or satisfaction of the Obligations but shall immediately terminate if, after the repayment or satisfaction of the Obligations, the Lender and its Affiliates do not satisfy the Pre-Emptive Rights Threshold, provided that the applicable rights will not terminate if the Lender, together with its Affiliates, satisfies the Pre-Emptive Rights Threshold within [redacted].

8.6.7 The covenants and agreements in Sections 8.6.4 and 8.6.5 shall survive repayment or satisfaction of the Obligations but shall immediately terminate if, after the repayment or satisfaction of the Obligations, the Lender and its Affiliates do not own, directly or indirectly, 10% or more of the outstanding Common Shares of the Borrower on a non-diluted basis, provided that the applicable rights will not terminate if the Lender, together with its Affiliates, satisfies the aforementioned ownership threshold [redacted]." 4.0 CONDITIONS TO EFFECTIVENESS AND CONDITION SUBSEQUENT

4.1 As a condition to the effectiveness of this Agreement, the Lender shall have received each of the following documents, in form and substances satisfactory to the Lender:

(a) fully executed copy of this Agreement; and

(b) fully executed copy of the Wheaton Royalty Agreement.

5.0 REPRESENTATIONS AND WARRANTIES

The Borrower agrees with and confirms to the Lender that as of the date hereof and after giving effect to the Lender consents and the amendments to the Credit Agreement contained in the First Amendment and this Second Amendment each of the representations and warranties contained in Section 7.1 of the Credit Agreement is true and accurate in all material respects, except to (x) the extent that they relate to an earlier date, in which case they are true and correct as of such date or as it relates and (y) as it relates to MPM and the MPM Subsidiaries (as each are defined in the First Amendment) such representations and warranties shall be true and accurate in all material respects, subject to the disclosures contained in the MPM Disclosure Letter (as defined in the First Amendment).  Further, the Borrower hereby represents and warrants to the Lender that:

(a) no Default or Event of Default has occurred and is continuing;

(b) the execution and delivery of this Agreement, the amendments to the Credit Agreement contemplated herein, and the performance by the Borrower of its obligations hereunder and under the Credit Agreement (i) are within its powers; (ii) do not require any consent or approval of the Exchange; (iii) have been duly authorized by all necessary corporate action; (iv) have received all necessary authorizations of Governmental Authorities (if any required); and (v) do not and will not contravene or conflict with any provision of its constating documents or by-laws or of any Applicable Laws or any material agreement, judgment, license, order or permit applicable to or binding upon the Loan Parties; and

(c) this Agreement is a legal, valid and binding obligation of each of the Loan Parties, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, winding-up, moratorium or similar applicable laws relating to the enforcement of creditors' rights generally and by general principles of equity.

6.0 GENERAL

6.1 Credit Agreement

(a) All references to the "this Agreement" or the "Credit Agreement" and all similar references in any of the other Loan Documents shall hereafter include, mean and be a reference to the Credit Agreement without any requirement to amend such Loan Documents. This Agreement shall constitute a "Loan Document" under, and as defined in, the Credit Agreement.

(b) This Agreement is supplemental to and shall be read with and deemed to be part of the Credit Agreement and the Credit Agreement shall from the date of this Agreement be read in conjunction with this Agreement.

(c) This Agreement shall henceforth have effect so far as practicable as though all of the provisions of the Credit Agreement and this Agreement were, as appropriate, contained in one instrument.

(d) All of the provisions of the Credit Agreement, except only insofar as the same may be inconsistent with the express provisions of this Agreement or amended by this Agreement, shall apply to this Agreement.

(e) If, after the date of this Agreement, any provision of this Agreement is inconsistent with any provision of the Credit Agreement, the relevant provision of this Agreement shall prevail.

(f) The Credit Agreement as changed, altered, amended, modified and supplemented by this Agreement shall be and continue in full force and effect and be binding upon the Borrower and the Lender and is hereby confirmed in all respects.

6.2 Further Assurances

The Loan Parties will from time to time forthwith at the Lender's request and at the Borrower's own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by the Lender and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under the Credit Agreement, the Security and this Agreement.

6.3 Counterparts

This Agreement may be executed and delivered by facsimile or by electronic mailing in Portable Document Format (PDF) or DocuSign and in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  Each party hereby irrevocably consents to and authorizes each other party and its solicitors to consolidate the signed pages of each such executed counterpart into a single document, which consolidated document shall be deemed to be a fully executed original copy of this Agreement as though all parties had executed the same document.

6.4 Governing Law

This Agreement shall be conclusively deemed to be a contract made under, and shall for all purposes be governed by and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia.  Each party to this Agreement hereby irrevocably and unconditionally attorns to the non-exclusive jurisdiction of the courts of Ontario and all courts competent to hear appeals therefrom.

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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed on the day and year first above written.

Acknowledged and agreed to by the undersigned Corporate Guarantors.