Florida Canyon Shareholders Overwhelmingly Approve Arrangement with Integra

Toronto, Ontario–(Newsfile Corp. – October 25, 2024) – Florida Canyon Gold Inc. (TSXV: FCGV) (“FCGI” or the “Company“) is pleased to announce that the shareholders of the Company (the “Shareholders“) have approved a special resolution (the “Arrangement Resolution“) at the special meeting of Shareholders held earlier today (the “Meeting“) authorizing a plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement“), as previously announced on July 29, 2024, pursuant to which Integra Resources Corp. (“Integra“) will acquire all of the issued and outstanding common shares of FCGI (each, a “Share“).

The purpose of the Meeting was to consider and vote upon the Arrangement Resolution authorizing the Arrangement and approving the transactions contemplated in the arrangement agreement dated July 28, 2024 between the Company and Integra, as amended on September 3, 2024 (the “Arrangement Agreement“), pursuant to which, among other things, Integra will acquire all of the issued and outstanding Shares by way of a court-approved plan of arrangement, and in exchange, the Shareholders will be entitled to receive 0.467 of a common share of Integra for each Share held.

A total of 101,922,768 Shares were represented in person or by proxy at the Meeting, representing approximately 73.87% of the issued and outstanding Shares.

Approval of the Arrangement

The Arrangement Resolution was overwhelmingly approved at the Meeting by (i) 99.71% of the votes cast by Shareholders voting in person or represented by proxy at the Meeting, and (ii) 99.58% of the votes cast by the minority Shareholders voting in person or represented by proxy at the Meeting, excluding the Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

To be effective, the Arrangement Resolution required the affirmative vote of at least (i) two-thirds of the votes cast by the Shareholders, present or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by the minority Shareholders, present or represented by proxy at the Meeting, excluding the Shares required to be excluded pursuant to MI 61-101 (being the Shares held by GMT Capital Corp.).

Accordingly, the Shareholder approval required in order to proceed with the Arrangement has been obtained.

The Arrangement is expected to become effective in November 2024, subject to, among other things, the Company obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions, including the sale of FCGI’s Mexican assets to Heliostar Metals Ltd. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on October 30, 2024. Following the completion of the Arrangement, it is expected that the Shares will be delisted from the TSX Venture Exchange.

Further details regarding the Arrangement and on the above matters are set out in the management information circular of FCGI dated September 19, 2024, which is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

About Florida Canyon Gold Inc.

FCGI is a Canadian-based junior gold producer with assets in the United States and Mexico. The principal operating assets of FCGI are the Florida Canyon mine in Nevada and San Agustin mine in Mexico. The Company also holds the El Castillo mine, La Colorada mine, Cerro del Gallo project, and San Antonio project (which is subject to an option agreement with Heliostar Metals Ltd.), all located in Mexico. FCGI has entered into a binding agreement to sell its interests in the San Agustin mine, El Castillo mine, La Colorada mine, Cerro del Gallo project and San Antonio project to Heliostar Metals Ltd.

Cautionary Note Regarding Forward-looking Statements

This news release contains certain “forward-looking statements” under applicable Canadian securities laws concerning the business, operations and financial performance and condition of FCGI. Except for statements of historical fact relating to FCGI, all statements included herein are forward-looking statements. The words “believe”, “expect”, “strategy”, “target”, “plan”, “scheduled”, “commitment”, “opportunities”, “guidance”, “project”, “continue”, “on track”, “estimate”, “growth”, “forecast”, “potential”, “future”, “extend”, “planned”, “will”, “could”, “would”, “should”, “may” and similar expressions typically identify forward-looking statements. In particular, this news release contains forward-looking statements including, without limitation, information and statements regarding the Arrangement; regulatory and Court approval of the Arrangement; the timing and ability of FCGI to complete the Arrangement (if at all); the timing and ability of FCGI to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the Arrangement Agreement, including the sale of FCGI’s Mexican assets to Heliostar Metals Ltd.; and the timing and ability to delist the Shares from the TSX Venture Exchange (if at all).

Forward-looking statements are necessarily based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of FCGI and there is no assurance they will prove to be correct.

These factors are discussed in greater detail in FCGI’s TSX Venture Exchange Form 2B – Listing Application, filed under the Company’s issuer profile on SEDAR+, which also provides additional general assumptions in connection with these statements. FCGI cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail.

Although FCGI has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. 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. FCGI 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 reader is cautioned not to place undue reliance on forward-looking statements. Comparative market information is as of a date prior to the date of this document. Further, the forward-looking statements included herein speak only as of the date of this news release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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