Millennial Precious Metals Shareholders Overwhelmingly Approve The Proposed Arrangement With Integra Resources

TORONTO, April 27, 2023 - Millennial Precious Metals Corp. (TSXV: MPM) (OTCQB: MLPMF) ("Millennial" or the "Company") is pleased to announce that, at the special meeting of shareholders of the Company ("Shareholders") held yesterday (the "Special Meeting"), Shareholders overwhelmingly approved the proposed arrangement (the "Arrangement") with Integra Resources Corp. ("Integra") under the provisions of the Business Corporations Act (British Columbia).

At the Special Meeting, the special resolution authorizing the Arrangement (the "Arrangement Resolution") was approved by: (i) approximately 99.79% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote; and (ii) approximately 99.76% of the votes cast by the minority Shareholders present in person or represented by proxy and entitled to vote, which excluded the votes cast in respect of the common shares of Millennial beneficially owned, or over which control or direction is exercised, by Mr. Jason Kosec and Mr. Andres Tinajero, as determined in accordance with Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions. The Shareholders who participated in the Arrangement Resolution represented approximately 57.93% and 55.22%, respectively, of all issued and outstanding common shares of Millennial entitled to vote on the special resolution authorizing the Arrangement.


TRANSACTION UPDATE

Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Millennial anticipates that closing of the Arrangement will occur on or about May 4, 2023.

Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including the final approval of the Supreme Court of British Columbia. The hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement is scheduled to take place on May 1, 2023.


TRANSACTION BACKGROUND

On February 26, 2023, Millennial and Integra entered into a definitive arrangement agreement, whereby, subject to the terms and conditions of the arrangement agreement, Integra will acquire all of the issued and outstanding common shares of Millennial by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia).

Under the terms of the Arrangement, Shareholders will be entitled to receive 0.23 of a common share of Integra in exchange for each common share of Millennial held immediately prior to the effective time of the Arrangement.

Further details regarding the Arrangement are set out in the management information circular of Millennial dated March 27, 2023, which is available on SEDAR (www.sedar.com) under Millennial's issuer profile.


ABOUT MILLENNIAL PRECIOUS METALS CORP.

Millennial Precious Metals (TSXV: MPM, OTCQB: MLPMF) is an exploration and development company focused on unlocking quality ounces through the responsible expansion of its eight gold and silver projects located in Nevada and Arizona, USA. The Company plans to accelerate the development of its two flagship projects located in Nevada: Wildcat and Mountain View. The Wildcat Inferred Mineral Resource estimate contains 776,000 ounces of oxide Au (60.8 million tonnes at 0.40 g/t Au; effective date of November 18, 2020) and the Mountain View Inferred Mineral Resource estimate contains 427,000 ounces of oxide Au (23.2 million tonnes at 0.57 g/t Au; effective date of November 15, 2020). Technical reports titled "NI 43-101 Technical Report Resource Estimate for the Wildcat Project, Pershing County, Nevada, United States", dated November 20, 2020 with an effective date of November 18, 2020 prepared by William J. Lewis, B.Sc., P.Geo., Rodrigo Calles-Montijo, MSc., CPG, and Leonardo de Souza, MAusIMM (CP), and "NI 43-101 Technical Report for the Mountain View Project, Washoe County, Nevada, USA", dated November 25, 2020 with an effective date of November 15, 2020, prepared by William J. Lewis, B.Sc., P.Geo., Rodrigo Calles-Montijo, MSc., CPG, and Leonardo de Souza, MAusIMM (CP), are available on Millennial's issuer profile on SEDAR at www.sedar.com.

Millennial Precious Metals is led by an experienced management team and board of directors with a proven track record of success in financing and developing high-quality mining projects. The Company is well positioned to create value for all stakeholders by applying a systematic strategy to advance and de-risk all eight projects over the next few years.

Corporate Website: https://millennialpreciousmetals.com/


CAUTION REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the business development objectives and plans of Millennial. Such statements include, but are not limited to, the terms and conditions of the Arrangement, timing for the hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement and the timing and ability of the Company to complete the Arrangement.

Forward-looking information contained in this news release are based on certain factors and assumptions. While Millennial considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include the ability to obtain necessary approvals in respect of the Arrangement, the ability to consummate the Arrangement, risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks and risks relating to health pandemics and the outbreak of communicable diseases.

Further, these forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause the Company's actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties and speculative nature associated with mineral exploration, (3) a decreased demand for precious metals, (4) any number of events or causes which may delay exploration and development of the property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labour problems, (5) the risk that the Company does not execute its business plan, (6) inability to finance operations and growth, (7) inability to obtain all necessary permitting and financing, and (8) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and Millennial does not assume an obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Millennial Precious Metals Corp.



Contact

Millennial Precious Metals Corp.
Jason Kosec, President, CEO & Director
jason.kosec@millennialpm.com
Dir.: 250-552-7424

Jason Banducci, Vice President, Corporate Development
jason.banducci@millennialpm.com
Dir.: 647-537-8295