Toronto, Ontario--(Newsfile Corp. - September 26, 2024) - Florida Canyon Gold Inc. (TSXV: FCGV) ("FCGI", or the "Corporation") is pleased to announce that it has filed its management information circular (the "Circular") and related materials for its special meeting (the "Meeting") of the holders ("FCGI Shareholders") of common shares ("FCGI Shares") in the capital of the Corporation, to be held on October 25, 2024 at 11:00 a.m. (Toronto time) at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario M5X 1A4.

Special Meeting on October 25, 2024

At the Meeting, FCGI Shareholders will be asked to consider and vote on, among other things, a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the "Arrangement"), subject to the terms and conditions of an arrangement agreement dated July 28, 2024, as amended on September 3, 2024 (the "Arrangement Agreement"), entered into between FCGI and Integra Resources Corp. ("Integra").

Under the Arrangement Agreement, the parties have agreed to effect the Arrangement, pursuant to which, among other things, Integra will acquire all of the issued and outstanding FCGI Shares. The FCGI Shares will be exchanged for common shares in the capital of Integra (the "Integra Shares") at a share exchange ratio of 0.467 of an Integra Share for each FCGI Share.

Immediately following the completion of the Arrangement, FCGI will be a wholly owned subsidiary of Integra, while the former FCGI Shareholders will own 0.467 of an Integra Share for each FCGI Share previously held by them (subject to rounding, as provided for in the Arrangement Agreement).

For the Arrangement to become effective, the Arrangement Resolution must first be approved at the Meeting by the affirmative vote of (i) at least two-thirds (66?%) of the votes cast on the Arrangement Resolution by FCGI Shareholders, and (ii) a majority (50% + 1) of the votes cast on the Arrangement Resolution by FCGI Shareholders, excluding the votes cast in respect of FCGI Shares held by certain interested or related parties or joint actors of FCGI in accordance with the minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The FCGI Board of Directors unanimously recommends that FCGI Shareholders vote FOR the Arrangement Resolution. see & read more onhttps://www.floridacanyongold.com/English/news-and-events/news-releases/news-release-details/2024/Florida-Canyon-Gold-Announces-Filing-of-Management-Information-Circular-in-Connection-with-Proposed-Arrangement-and-Provides-Update-on-Mexican-Transaction/default.aspx