UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
T

Filed by a Party other than the Registrant [ ]

☐

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-12

INTEGRAL TECHNOLOGIES, INC.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
- --------------------------------------------------------------------------------

T Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to under §240.14a-12

Integral Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
-(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

INTEGRAL TECHNOLOGIES, INC.
805 W. Orchard Dr.,
☐ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): $ per share as determined under Rule 0-11 under the Exchange Act.
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

Integral Technologies, Inc.
2605 Eastside Park Road, Suite 7
Bellingham, Washington 98225

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Evansville, Indiana 47715
(812) 550-1770

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS OF

TO BE HELD ON APRIL 28, 2006

NOTICE IS HEREBY GIVEN thatNOVEMBER 12, 2016

To the Special Meeting of ShareholdersStockholders of Integral Technologies, Inc.:

The Special meeting of Integral Technologies, Inc., a Nevada corporation (the “Company”), will be held on Saturday, November 12, 2016, at our offices located at Suite 3, 1070 West
Pender Street, Vancouver, British Columbia, Canada V6E 2N7, on Friday, April 28,
2006, at 9:10:00 a.m., Pacific DaylightCentral Time, to consider and act uponat the following:

1. offices of Integral Technologies, Inc., 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715 for the following purposes:

1. To amend our Articles of Incorporation, as amended, to increase the number of shares of
common stock authorized from 50,000,000 shares to 150,000,000 shares.

2. To transact any other business that may properly come before the meeting.

These business items are described more fully in the Proxy Statement
accompanying this Notice.

Only shareholders who owned our common stock authorized for issuance from 150,000,000 to 250,000,000; and

2. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors of the Company has fixed October 24, 2016 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Company’s special meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on March
22, 2006 maythe record date are entitled to notice of, and to vote at, this meetingthe the Company’s special meeting. Only stockholders or any adjournmentstheir proxy holders and the Company’s guests may attend the meeting. A list of stockholders entitled to vote will be kept at the offices of Integral Technologies, Inc., 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715, for ten days before the meeting. At the close of business on the record date, the Company had [*] shares of common stock outstanding and entitled to vote.

Whether or not you expect to attend in person, we urge you to vote your shares over the Internet or by signing, dating, and returning a proxy card at your earliest convenience.

Voting over the Internet is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet you help us reduce postage, printing and proxy tabulation costs.

BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE SPECIAL MEETING IN PERSON OR BY PROXY.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on November 12, 2016. The Proxy Statement is available at: https://secure.corporatestock.com/vote.php.
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If You Plan to Attend

Please note that space limitations make it necessary to limit attendance to stockholders. Registration and seating will begin at 9:00 a.m. Shares of common stock can be voted at the Special Meeting only if the holder is present in person or by valid proxy.

For admission to the Special Meeting, each stockholder may take place. Thebe asked to present valid picture identification, such as a driver's license or passport, and proof of stock transfer booksownership as of the Companyrecord date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will remain open. All shareholdersnot be permitted at the meeting. If you do not plan on attending the meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Your vote is very important.

By Order of the Board of Directors,
/s/ James Eagan
James Eagan
Chairman of the Board of Directors
Evansville, Indiana
[*], 2016
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Integral Technologies, Inc.
2605 Eastside Park Road, Suite 1
Evansville, Indiana 47715
(212) 297-0020

PROXY STATEMENT

General Information

This proxy statement is furnished to holders of common stock of Integral Technologies, Inc., a Nevada corporation ("we,” "us," "our," "Integral" or the "Company"), in connection with the solicitation of proxies by our board of directors for use at our Special Meeting of Stockholders (the “Special Meeting”) to be held at 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715 at 10:00 a.m., Central Time, on November 12, 2016, and at any postponement or adjournment thereof. This proxy statement is being distributed or made available, as the case may be, to stockholders on or about October 26, 2016.

You are
cordially invited to attend the meetingSpecial Meeting to vote on the proposals described in person.this proxy statement. However, you do not need to assure your
representation atattend the meeting to vote your shares. Instead, you are urged to mark,may simply complete, sign and return the enclosed proxy as promptly as possible incard if you received paper copies of the postage-prepaid envelope for that
purpose. Your stock will be voted in accordance withproxy materials, or follow the instructions below to submit your proxy over the Internet.

Our board of directors is asking you have
given. Any stockholder attendingto vote your shares by completing, signing and returning the meetingaccompanying proxy card. If you attend the Special Meeting in person, you may vote in personat the Special Meeting even if he or
she hasyou have previously returned a proxy.proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to attend and
vote in person at the meeting,Special Meeting, you must obtain from the record holder a proxy issued in your name.name from that record holder as described in more detail below.

ABOUT THE MEETING

What is a proxy?

A proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By Order ofcompleting, signing and returning the Board of Directors,

/s/

William S. Robinsonaccompanying proxy card, you are designating Doug Bathauer, a Director and our Chief Executive Officer, Vancouver, B.C.
March , 2006
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YOUR VOTE IS IMPORTANT
----------------------

PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE VOTED IF YOU
ARE NOT ABLE TO ATTEND THE SPECIAL MEETING.

INTEGRAL TECHNOLOGIES, INC.
805 W. Orchard Dr., Suite 7
Bellingham, Washington 98225

PROXY STATEMENT

FOR SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 28, 2006

GENERAL

The enclosedas your proxy is solicited on behalf offor the Company's Board of Directors
for useSpecial Meeting and you are authorizing Mr. Bathauer to vote your shares at the Special Meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting. Even if you plan to attend the Special Meeting, we urge you to vote in one of Shareholdersthe ways described below so that your vote will be counted even if you are unable or decide not to be heldattend the Special Meeting.

What is a proxy statement?

A proxy statement is a document that we are required by regulations of the Securities and Exchange Commission, or "SEC ," to give you when we ask you to sign a proxy card designating Mr. Bathauer as proxies to vote on Friday, April 28,
2006, at 9:00 a.m., Pacific Daylight Time (the "Special Meeting"), or at any
adjournment or postponement of this meeting, for the purposes set forthyour behalf.

What is in this Proxy Statement andproxy statement?

This proxy statement describes the proposals on which we would like you, as a stockholder, to vote at the Special Meeting. It gives you information on the proposals, as well as other information about us, so that you can make an informed decision.

At the Special Meeting, stockholders will act upon the following matters referred to in the accompanying Noticeattached notice of Special Meeting of
Shareholders. Themeeting and described in detail in this proxy statement:

(1) the approval of the increase in the number of shares of common stock authorized for issuance under the Company’s Certificate of Incorporation from 150,000,000 to 250,000,000; and
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(2) the transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who is entitled to vote at the Special Meeting will be held at Suite 3, 1070 West Pender
Street, Vancouver, British Columbia, Canada V6E 2N7. We intend to mail this
Proxy Statement and accompanying proxy card to shareholders on or about March
31, 2006.

SOLICITATION

The cost of soliciting proxies will be borne by the Company. In addition to
soliciting shareholders by mail and through its regular employees, the Company
will request that banks and brokers and other persons representing beneficial
owners of the shares forward the proxy solicitation material to such beneficial
owners and the Company may reimburse these parties for their reasonable
out-of-pocket costs. The Company may use the services of its officers, directors
and others to solicit proxies, personally or by telephone, facsimile or
electronic mail, without additional compensation. As of this date, the Company
has no plans to retain an outside firm to solicit proxies, but reserves the
right to do so if it becomes necessary to ensure that the quorum requirement is
met.

VOTING; QUORUM; ABSTENTIONS AND BROKER NON-VOTES

Meeting?

Only shareholdersstockholders of record at the close of business on March 22, 2006 (the
"Record Date")October 24 2016, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting.
The holdersMeeting or any adjournment or postponement thereof. These shares include those (1) held directly in your name as the stockholder of outstandingrecord and (2) held for you as the beneficial owner through a broker, bank or other nominee.

What is the difference between holding shares as a stockholder of common stockrecord and preferred stock shall be
entitledas a beneficial owner?

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name as the stockholder of record. As summarized below, there are some important distinctions between shares held of record and those owned beneficially.

Stockholder of Record — If your shares are registered directly in your name with our transfer agent, Corporate Stock Transfer, Inc., you are considered the stockholder of record with respect to these shares. As the stockholder of record, you have the right with respect to these shares to grant your voting proxy directly to us or to vote together as a class. At the close of business on March 22,
2006, there were 42,439,149 shares of common stock outstanding and entitled to
vote. Each holder of record of shares of common stock on that date will be
entitled to one vote for each share held on all matters to be voted uponin person at the Special Meeting. In addition, holders

Beneficial Owner — If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of outstanding shares held in street name and your broker or nominee is considered the stockholder of Series A
Convertible Preferred Stock, are entitledrecord with respect to those shares. As the beneficial owner of these shares, you have the right to direct your broker or nominee on how to vote these shares and shall be entitledare also invited to that
number of votes equal to the largest number of whole shares of common stock into
which such holder's shares of Series A Convertible Preferred Stock could be
converted at the Record Date. As of the Record Date, the outstanding shares of
Series A Convertible Preferred Stock were held by the two directors of the
Company, and were convertible into shares of common stock.
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Proxies properly executed, duly returned to the Company and not revoked will be
voted in accordance with the specifications made. Where no specifications are
given, such proxies will be voted "FOR" all of the proposals described in this
Proxy Statement. It is not expected that any matters other than those referred
to in this Proxy Statement will be brought beforeattend the Special Meeting. If,
however, any matterHowever, since you are not describedthe stockholder of record, you may not vote these shares in this Proxy Statement is properly presented
for actionperson at the Special Meeting unless you receive a proxy from your broker or nominee. Your broker or nominee has provided voting instructions for you to use. If you wish to attend the persons named as proxiesSpecial Meeting and vote in the enclosed
form ofperson shares held in street name, please contact your broker or nominee so that you can receive a legal proxy will have discretionary authority to vote according to their own
discretion.

The required quorum for the transaction of businesspresent at the Special Meeting isMeeting.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at our transfer agent or with your broker, bank or other nominee. Please complete, sign and return all proxy cards to ensure that all your shares are voted. Unless you need multiple accounts for specific purposes, in the future it may be less confusing if you consolidate as many of your transfer agent or brokerage accounts as possible under the same name and address.

What constitutes a majority of the issued and outstanding shares of the Company's common stock
entitled to vote at the Special Meeting, whether present in person or
represented by proxy. The Bylaws of the Companyquorum?

Our bylaws provide that unless otherwise
provided by law or by the Articles of Incorporation or the Bylaws, all matters
shall be decided by the vote of the holders

of a majority of the outstanding shares of stock represented and entitled to
votepresence, in person or by proxy, at the Special Meeting. SharesMeeting of the holders of a majority of outstanding shares of our common stock will constitute a quorum for the transaction of business. On the record date, there were [*] shares of our common stock issued and outstanding.

For the purpose of determining the presence of a quorum, proxies marked "withhold authority" or "abstain" will be counted as present. Shares represented by a properly signed and returned proxyproxies that include so-called broker non-votes, as described in greater detail below, also will be treatedcounted as shares present atfor purposes of establishing a quorum.

Abstentions and broker non-votes

While the Special Meetinginspectors of election will treat shares represented by proxies that reflect abstentions or include “broker non-votes” as shares that are present and entitled to vote for purposes of determining the presence of a quorum, regardless of
whether the proxy is marked as castingabstentions or “broker non-votes” do not constitute a vote “for” or abstaining. Shares“against” any matter and thus will be disregarded in any calculation of stock
represented by "broker non-votes" (i.e.,“votes cast.” However, abstentions and “broker non-votes” will have the effect of a negative vote if an item requires the approval of a majority of a quorum or of a specified proportion of all issued and outstanding shares.
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Brokers holding shares of stock held in record name by
brokers or nominees as to which (i) instructions havefor customers generally are not been received from the
beneficial owners or persons entitled to vote; (ii)vote on “non-routine” matters, unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received voting instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that non-routine matter. In connection with the treatment of abstentions and broker non-votes, the approval of the amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 150,000,000 to 250,000,000, is considered a “routine” matter. Accordingly, brokers are entitled to vote uninstructed shares with respect to this proposal.

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a stockholder of record and you:

indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board of Directors, or

sign and return a proxy card without giving specific voting instructions

then the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under applicablethe rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, such as the approval of the amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 150,000,000 to 250,000,000.

What are the voting rights of the holders of Integral common stock?

Each share of our common stock entitles the holder to one vote on all matters to come before the Special Meeting. The following voting rights are associated with respect to the proposals:

As to Proposal 1 regarding the amendment to our Articles of Incorporation, as amended, as disclosed in this proxy statement, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

An automated system administered by our transfer agent will tabulate votes cast by proxy at the instrument
under which it servesSpecial Meeting, and the inspector of elections for the Special Meeting will tabulate votes cast in person at the Special Meeting.

What vote is required for the proposals?

Each share of our common stock entitles the holder to one vote on all matters to come before the Special Meeting. The following voting rights are associated with respect to the proposals:

The vote required of Integral stockholders for the approval of an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance from 150,000,000 to 250,000,000, is the approval of a majority of the outstanding common stock of the Company entitled to vote.

How will my shares be voted if I am a stockholder of record?

If you are a stockholder of record and do not vote via the Internet or by returning a signed proxy card, your shares will not be voted unless you attend the Special Meeting and vote your shares in person.
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If you vote via the Internet and do not specify contrary voting instructions, your shares will be voted in accordance with the recommendations of our board of directors. Similarly, if you sign and submit your proxy card or voting instruction card with no instructions, your shares will be voted in accordance with the recommendations of our board of directors.

If I am a beneficial owner of shares, can my brokerage firm vote my shares?

If you are a beneficial owner and do not vote via the Internet or by returning a signed voting instruction card to your broker, your shares may be voted only with respect to so-called routine matters where your broker has discretionary voting authority over your shares. Brokers will have no such capacity;discretionary authority to vote on any of the proposals, because such proposals are not considered routine matters.

We encourage you to provide instructions to your brokerage firm by returning your voting instruction card. This ensures that your shares will be voted at the Special Meeting with respect to all of the proposals described in this proxy statement.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed to third parties except as may be necessary to meet legal requirements.

What are the board's recommendations?

The recommendations of our board of directors are set forth together with the description of each proposal in this proxy statement. In summary, our board of directors recommends a vote:

"FOR" the amendment to the Articles of Incorporation as described in Proposal 1.

How can I attend the Special Meeting?

You may attend the Special Meeting if you are listed as a stockholder of record as of October 24, 2016 and bring proof of your identity. If you hold your shares in street name through a broker or (iii)other nominee, you will need to provide proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of October 24, 2016, or a legal proxy if you wish to vote your shares in person at the Special Meeting. In addition to the items mentioned above, you should bring proof of your identity.

How can I vote my shares in person at the Special Meeting?

Shares held directly in your name as the stockholder of record holder has indicatedmay be voted in person at the Special Meeting. If you choose to do so, please bring proof of your identity to the Special Meeting. Shares held in street name beneficially owned may be voted by you if you receive and present at the Special Meeting a proxy from your broker or nominee, together with proof of your identity. Even if you plan to attend the Special Meeting, we urge you to vote in one of the ways described below so that your vote will be counted if you are unable or decide not to attend the Special Meeting. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described below.

How can I vote my shares without attending the Special Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Special Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet or by mail. Please refer to the summary instructions below, and if you request printed proxy materials, the instructions included on your proxy card or, for shares held in street name, the voting instruction card provided by your broker or nominee.
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By Internet—If you have Internet access, you may submit your proxy from any location in the world by following the Internet voting instructions on the proxy card or has executed avoting instruction card sent to you.

By Mail—You may do this by marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or nominee, and otherwise notifiedmailing it in the Company
that it does not have authority toenclosed, self-addressed, postage prepaid envelope. No postage is required if mailed in the United States.

Can I change my vote such shares on that matter) will be
treated as present for purposes of determining a quorum.

REVOCABILITY OF PROXIES

Anyor revoke my proxy?

You may change your proxy given pursuant to this solicitation may be revoked by the person
giving itinstructions at any time before its use by deliveringprior to the Company's Secretary,vote at the addressSpecial Meeting. For shares held directly as the stockholder of the Company's executive offices noted above,record, you may accomplish this by granting another proxy that is properly signed and bears a later date, by sending a properly signed written notice of
revocation or a duly executed proxy bearing a later dateto our Corporate Secretary or by attending the Special Meeting and voting in person. To revoke a proxy previously submitted through the Internet, you may simply vote again at a later date, using the same procedures, in which case your later submitted vote will be recorded and your earlier vote revoked. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described above. For shares held beneficially by itself, revoke a proxy. Please note, however, that ifyou, you may change your vote by submitting new voting instructions to your broker or nominee. All written notices should be addressed as follows: Integral Technologies, Inc., 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715, Attention: Corporate Secretary.

Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares are held of record by a broker, banksuch persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

Do I Have Dissenters’ Rights of Appraisal?

Company shareholders do not have appraisal rights under Nevada law or other nominee and you wishunder its governing documents with respect to attend and
vote in personthe matters to be voted upon at the Special Meeting, you must obtain fromMeeting.

Where can I find the record holdervoting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will publish final voting results in a proxy issued in your name.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB

The Company makes available, free of charge through its website (www.itkg.net),
its annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current
reportsCurrent Report on Form 8-K filed with the SEC within four business days following the Special Meeting.

Interest of Officers and amendmentsDirectors in Matters to those reports filed or furnished pursuant
to Section 13(a) or 15(d)Be Acted Upon

Certain of the Securities Exchange ActCompany’s officers and directors have an interest in this action as a result of 1934 (the "Exchange
Act"), as soon as reasonably practicable after such documents are electronically
filed with or furnished to the Securities and Exchange Commission. The Company
will provide to any shareholder without charge, upon the written request of that
shareholder, a copy of the Company's Annual Report on Form 10-KSB (without
exhibits), including financial statements and the financial statement schedules,
for the fiscal year ended June 30, 2005. Such requests should be addressed to
Investor Relations, Integral Technologies, Inc., Suite 3, 1070 West Pender
Street, Vancouver, British Columbia, Canada V6E 2N7.

PROPOSAL ONE

AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors has adopted a resolution declaring it advisable and in
the best interests of the Company and the stockholders to amend our Articles of
Incorporation, as amended (the "Articles") to increase the authorized numbertheir ownership of shares of our common stock, par value $.001 peras set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below. However, we do not believe that our officers or directors have interests in this action that are different from or greater than those of any other of our stockholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of September 30, 2016 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) our named executive officers and (iv) all directors and executive officers as a group. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Integral Technologies, Inc., 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715.

Name of Beneficial Owner Number of Shares Percentage (1)
Executive officers and directors:
Doug Bathauer 243,823 (2) *
Bart Snell 786,000 (3) *
James Eagan 1,100,000 (4) *
Richard P. Blumberg 5,156,786 (5) 3.75 %
Jeffrey Babka 90,000 (6) *
Douglas Mathias 20,000 (7) *
All Officers and Directors as a Group (6 persons) 7,396,609 5.39 %
5% or greater holders:
None
___________________________
*less than 1%

(1) Based on 137,338,603 shares outstanding on September 30, 2016.

(3) Consists of 243,823 common shares.

(3) Consists of 36,000 common shares and 750,000 stock options.

(4) Consists of 1,000,000 common shares, and 100,000 stock options.

(5) Consists of 988,094 common shares and 4,168,692 share purchase warrants. Richard P. Blumberg has sole voting power with respect to 571,428 shares held directly and has shared voting power over 416,666 common shares.

(6) Consists of 90,000 shares of unissued Restricted Shares of common stock.

(7) Consists of 20,000 shares of unissued Restricted Shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting and investment power with respect to securities. Beneficial ownership determined in this manner may not constitute ownership of such securities for other purposes or indicate that such person has an economic interest in such securities.
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PROPOSAL 1

APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 250,000,000

Background

Our Board of Directors has approved, subject to stockholder approval, an amendment to the Company’s Articles of Incorporation, as amended, substantially in the form attached hereto as Annex A, to effect an increase in the Company’s authorized shares of Common Stock from 50,000,000150,000,000 to 250,000,000. We currently have authorized 150,000,000 shares.

The Articles presently authorize 50,000,000 shares of common stock, of which 42,439,149137,338,603 shares were issued andof common stock are outstanding as of March 22, 2006,September 30, 2016.

The terms of the Record
Date for the Special Meeting; and 20,000,000additional shares of preferredcommon stock of which
1,000,000 have been designated as Series A Convertible Preferred Stock and
308,538 of which were issued and outstanding aswill be identical to those of the Record Date. As of the
Record Date, the shares of Series A Convertible Preferred Stock were convertible
intocurrently outstanding shares of common stock. Additionally, as of that date an aggregate
-------
of 4,033,500 sharesHowever, because holders of common stock were reserved for issuance upon the exercise
of options grantedhave no preemptive rights to purchase or available for grant under our various stock option plans
or under stock options individually granted by the Board. Also as of that date,
1,274,501 shares of common stock were reserved for issuance upon the exercise
outstanding common stock purchase warrants. As a result of such reservation
requirements, if we desire to issue common equity for stock splits or
acquisitions or to obtain funds through an offering orsubscribe for any other purpose, we
are currently limited to the issuanceunissued stock of shares of common stock.
-------------

The Board considers it desirable to have available for issuance sufficient
authorized shares of common stock to enable us to act without delay of seeking
shareholder approval if favorable opportunities arise to raise additional equity
capital or to acquire companies or products by the issuance of shares of common
stock and otherwise to be in a position to take various steps requiringIntegral, the issuance of additional shares of common stock (including stock splits or stock
dividends) thatwill reduce the current stockholders' percentage ownership interest in the judgmenttotal outstanding shares of common stock. This amendment and the Board are in our best interests.creation of additional shares of authorized common stock will not alter the current number of issued shares. The shares will also be available for issuance under currentrelative rights and future employee
equity compensation plans. Other than issuances upon exerciselimitations of outstanding
stock options and future option grants under our stock option plans, we have no
current plans, arrangements or understandings regarding the issuance of any
additional shares of common stock for which authorization is sought and there
are no negotiations pending with respect to the issuance thereof for any
purpose.

Additionalwill remain unchanged under this amendment.

As noted above, as of September 30, 2016, a total of 137,338,603 shares of our currently authorized 150,000,000 shares of common stock authorized pursuantare outstanding. In addition, we currently have warrants to this proposal would be
identical in all respects to thepurchase an aggregate of 12,506,309 shares of common stock now authorized. While
authorizationoutstanding. As of June 30, 2016, we have $1,189,649 of convertible debt which is convertible into an aggregate of approximately 1,374,041 shares of common stock. The increase in the number of authorized but unissued shares of common stock would enable us, without further stockholder approval, to issue shares to holders of the options, notes and/or warrants upon the exercise and/or conversion of such securities. In addition, the increase in the number of authorized but unissued shares of common stock would enable us, without further stockholder approval, to issue shares from time to time as may be required for other proper business purposes, such as raising additional shares will not currently dilutecapital for ongoing operations, business and asset acquisitions, stock splits and dividends, present and future employee benefit programs and other corporate purposes.

The proposed increase in the proportionate voting power or other rightsauthorized number of existing stockholders, future
issuancesshares of common stock could reducehave a number of effects on our stockholders depending upon the proportionateexact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of us more difficult. For example, additional shares could be issued by us that may dilute the stock ownership or voting rights of existing
holderspersons seeking to obtain control of commonus, even if the persons seeking to obtain control of us offer an above-market premium that is favored by a majority of the independent stockholders. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. Our board of directors is not aware of any attempt, or contemplated attempt, to acquire control of us and depending onthis proposal is not being presented with the price at which suchintent that it be utilized as a type of anti- takeover device.

Stockholders should recognize that, as a result of this proposal, they will own a smaller percentage of shares are
issued, may be dilutiverelative to the existing stockholders.

Common stock (including the additionaltotal authorized shares of common stockus, than they presently own, and will be diluted as a result of any issuances contemplated by us in the future.

The proposed amendment to the Articles of Incorporation, as amended, to increase the authorized pursuant to this proposal) and preferred stock may be issued from time to time
upon authorizationCommon Stock is set forth in Annex A.
10
Vote Required

Approval of the Board, without further approval by the stockholders,
unless otherwise required by applicable law, andproposal for the consideration that the
Board may determine is appropriate andamendment to our Articles of Incorporation, as may be permitted by applicable law.

As provided for by the Nevada Corporation Code, the Board has directed that the
proposed amendmentamended, to increase the number of authorized shares of common stock be submitted to a vote of the stockholders. Approval of the proposed amendment
requires the affirmative vote of the holders of a majority of the votes entitled to be cast by
the holders of common stock.

Although an increase in the authorizedissued and outstanding shares of our capital stock could, under
certain circumstances, alsocommon stock. Abstentions and broker non-votes will each be construedcounted as having an anti-takeoverpresent for purposes of determining the presence of a quorum but abstentions will have the same effect (for
example, by permitting easier dilutionas a negative vote on this proposal. If there are not sufficient votes to approve this proposal at the time of the stock ownershipmeeting, such meeting may be adjourned in order to permit further solicitation of a person
seeking to effect a change in the composition of the Board or contemplating a
tender offer or other transaction resulting in our acquisition by another
company), the proposed increase is not in response to any effort by any person
or group to accumulate our stock or to obtain control of the Company by any
means. In addition, the proposal is not part of any current planproxies by the Board of Directors. However, no proxy voted against this proposal will be voted in favor of an adjournment or postponement of the meeting to recommend or implement a seriessolicit additional votes in favor of anti-takeover measuresthis proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 250,000,000.
11
OTHER MATTERS

Integral has no knowledge of any other matters that may come before the Special Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the meeting or any other corporate
transactions.

The proposed amendmentadjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.

We will bear the cost of soliciting proxies in the accompanying form. In addition to the Articles would amenduse of the mails, proxies may also be solicited by our directors, officers or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these solicitation activities.

If you do not plan to attend the Special Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Special Meeting, at your request, the Company will cancel your previously submitted proxy.

DELIVERY OF PROXY MATERIALS

The Company may satisfy SEC rules regarding delivery of proxy materials, including the proxy statement and Notice, by delivering a single Notice and, if applicable, a single set of proxy materials to an address shared by two or more Company stockholders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only one Notice and, if applicable, a single set of proxy materials to multiple stockholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another stockholder and have received multiple copies of our Notice and/or other proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the Notice and, if applicable, other proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the Notice and, if applicable, other proxy materials, as requested, to a stockholder at a shared address to which a single copy of the Notice and/or other proxy materials was delivered. If you hold stock as a record stockholder and prefer to receive separate copies of a Notice and, if applicable, other proxy materials either now or in the future, please contact the Company's Investor Relations department at 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715 or by telephone at (812) 550-1770. If your stock is held through a brokerage firm or bank and you prefer to receive separate copies of a Notice and, if applicable, other proxy materials either now or in the future, please contact your brokerage firm or bank.

EACH STOCKHOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY.
12
Annex A

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INTEGRAL TECHNOLOGIES, INC.
(a Nevada Corporation)

The undersigned, Chief Executive Officer of Integral Technologies, Inc. (the “Corporation”), does hereby certify as follows:

FIRST: The name of the corporation is:

INTEGRAL TECHNOLOGIES, INC.

SECOND: The articles of incorporation of the Corporation is hereby amended by replacing Article Fourth, ofin its entirety, with the Articles by striking out the first sentence of Article FOURTH, up to the colon,
as it now exists and inserting in lieu and instead thereof the following:

"FOURTH:

FOURTH: CAPITAL STOCK. The total number of shares of all classes which the Corporation shall have authority to issue is 170,000,000,270,000,000, of
----------- which 20,000,000 shares shall be Preferred Shares, par value $0.001 ---------- ------
per share, and 150,000,000250,000,000 shall be Common Shares, par value $0.001
----------- ------ per share, and the designations, preferences, limitations, and relative rights of the shares of each class are as follows:"

If approved

1. Preferred Shares: The Corporation may divide and issue the Preferred Shares in series. Preferred Shares of each series when issued shall be designated to distinguish them from the shares of all other series. The Board of directors is hereby expressly vested with authority to divide the class of Preferred Shares into series and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by these Articles of Incorporation and the requisitelaws of the State of Nevada in respect of the following:

a. The number of shares to constitute such series, and the amendment to our Certificate
will become effective upon filing the Amendment to the Articlesdistinctive designations thereof;

b. The rate and preference of Incorporation
with the Nevada Secretary of State, which is expected to occur promptly
following approval at the Special Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1

PROPOSAL 2

OTHER MATTERS

The Board of Directors knows of no other business to come before the Meeting.
If, however, other matters properly come before the Meeting, it is the intention
of the persons named in the enclosed proxy to vote the shares represented
thereby in accordance with their best judgment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules and regulations
of the Securities and Exchange Commission and generally includes those persons
who have voting or investment power with respect to the securities. Except as
otherwise indicated, and subject to applicable community property laws, the
persons named in the table have sole voting and investment power with respect to
all shares of the Company's common stock beneficially owned by them. Shares of
the Company's common stock subject to options or warrants that are exercisable
within 60 days of March 22, 2006 are also deemed outstanding for purposes of
calculating the percentage ownership of that person, anddividends, if applicable, the
percentage ownership of executive officers and directors as a group, but are not
treated as outstanding for the purpose of calculating the percentage ownership
of any, other person.

A. Common Stock

The following table sets forth, as of March 22, 2006 the stock ownership of
each person known by the Company to be the beneficial owner of five percent or
more of the Common Stock, each Officer and Director individually and all
Directors and Officers of the Company as a group. Each person is believed to
have sole voting and investment power over the shares except as noted.

=================================================================================================
Name and Address of Amount and Nature of Beneficial
Beneficial Owner (1) Ownership(1)(2) Percent of Class (3)
- -------------------------------------------------------------------------------------------------

Officers and Directors:
- -------------------------------------------------------------------------------------------------
William S. Robinson (4)
#3 1070 West Pender St. 2,373,533 5.6%
Vancouver, B.C. V6E 2N7
- -------------------------------------------------------------------------------------------------
William A. Ince (5)
805 W. Orchard Dr., Suite #7 2,128,833 5.0%
Bellingham, WA 98225
- -------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
All officers and directors as a group
(2 persons) 4,502,366 10.5%
- -------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
5% Beneficial Owners:
- -------------------------------------------------------------------------------------------------
Wellington Management Company, LLP 6,796,800 16.0%
=================================================================================================

(1) Unless otherwise indicated, all shares are directly beneficially owned and
investing power is held by the persons named.

(2) Includes vested options beneficially owned but not yet exercised and
outstanding, if any. The table does not include the effects of conversion
by Mr. Robinson and Mr. Ince of their shares of Series A Convertible
Preferred Stock ("Series A"), which are convertible into shares of common
stock at a conversion rate that varies with the market price of the common
stock at the time of conversion.payment of dividends, whether dividends are cumulative and the date from which any dividend shall accrue;

c. Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

d. The conversion rate is determinedamount payable upon shares in event of involuntary liquidation;

e. The amount payable upon shares in event of voluntary liquidation;

f. Sinking fund or other provisions, if any, for the redemption or purchase of shares;

g. The terms and conditions on which shares may he converted, if the shares of any series are issued with the privilege of conversion;

h. Special, conditional or limited voting powers, or no right to vote, except to the extent prohibited by dividingthe laws of the State of Nevada; and

i. Any other relative rights and preferences of shares of such series including, without limitation, any restriction on an increase in the number of shares of Series A being convertedany series theretofore authorized and any limitation or restriction of rights or powers to which shares of any future series shall be subject.

2. Common Shares:

a. The rights of holders of Common Shares to receive dividends or share in the distribution of assets in the event of liquidation, dissolution, winding up of the affairs of the Corporation shall be subject to the preferences, limitations, and relative rights of the Preferred Shares fixed in the resolution or resolutions which may be adopted from time to time by the averageBoard of Directors of the high and low bid pricesCorporation providing for the issuance of Integral's common stock reported by the OTC
Bulletin Board over the ten trading days preceding the date of conversion.
Mr. Robinson owns 204,975 shares of Series A and Mr. Ince owns 103,563
shares of Series A. As of March 22, 2006, the conversion rate was $ per
---
share, so Mr. Robinson's 204,975 shares of Series A were convertible into
shares of common stock, and Mr. Ince's 103,563 shares of Series
----------
A were convertible into shares of common stock. The actual number
---------
of shares of

common stock receivable by Messrs. Robinson and Ince upon conversionone or more series of the Series A would depend onPreferred Shares.
13
b. The holders of the actual conversion rate in effectCommon Shares shall be entitled to one vote for each share of Common Shares held by them of record at the time for determining the holders thereof entitled to vote.

c. Unless otherwise ordered by a court of conversion.

(3) Based upon 42,439,149 shares issued and outstanding, pluscompetent jurisdiction, at all meetings of shareholders a majority of the amount of
shares eachShareholders entitled to vote at such meeting, represented in person or group hasby proxy, shall constitute a quorum.

d. The shareholders, by vote or concurrence of a majority of the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other rights.

(4) Mr. Robinson is an officer and director of Integral and each of its
subsidiaries. Beneficial ownership figure includes an aggregate of 200,000
shares held in the names of his spouse and his three minor children.

(5) Mr. Ince is an officer and director of Integral and each of its
subsidiaries. Beneficial ownership figure includes 415,000 shares
underlying options.

(6) Wellington Management Company, LLP, has indicted the following information
in its Schedule 13G filing with the Securities and Exchange Commission: (a)
Wellington, in its capacity as investment adviser, may be deemed to
beneficially own 6,796,800outstanding shares of the CompanyCorporation, or any class or series thereof, entitled to vote on the subject matter, may take any action which, are heldexcept for this provision, would require a two-thirds vote under the Nevada Revised Statutes.

THIRD: The amendment of recordthe articles of incorporation herein certified has been duly adopted by clientsunanimous written consent of Wellington; (b) those clients have the rightCorporation’s Board of Directors and stockholders holding a majority of the outstanding shares of capital stock of the Corporation in accordance with the provisions of Section 78.315 and 78.320 of the Nevada Revised Statutes.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to receive, orbe hereunto affixed and this Certificate of Amendment of the powerCorporation's Articles of Incorporation, as amended, to direct the receipt of, dividends from, or the proceeds from
the sale of, such securities; and (c) no such client is known to have such
right or power with respect to more than five percent of this class of
securities.

B. Series A Convertible Preferred Stock

The following table sets forth, as of March 22, 2006 the stock ownership of
each person knownbe signed by the Company to be the beneficial owner of five percent or
more of the Series A Convertible Preferred Stock, eachundersigned, its Chief Executive Officer, and Director
individually and all Directors and Officers of the Company as a group. Each
person is believed to have sole voting and investment power over the shares
except as noted.

===========================================================================================
Name and Address of Amount and Nature of
Beneficial Owner (1) Beneficial Ownership(1) Percent of Class (2)
- -------------------------------------------------------------------------------------------

William S. Robinson (3)
#3 1070 West Pender St. 204,975 66.4%
Vancouver, B.C. V6E 2N7
- -------------------------------------------------------------------------------------------
William A. Ince (4)
805 W. Orchard Dr., Suite #3 103,563 33.6%
Bellingham, WA 98225
===========================================================================================
All officers and directors of Integral as a
group (2 persons) 308,538 100%
===========================================================================================

(1) Unless otherwise indicated, all shares are directly beneficially owned and
investing power is held by the persons named.
(2) Based upon 308,538 Series A Convertible Preferred shares issued and
outstanding.
(3) Mr. Robinson is an officer and director of Integral and each of its
subsidiaries.
(4) Mr. Ince is an officer and director of Integral and each of its
subsidiaries.

STOCKHOLDER PROPOSALS

Any stockholder may present a proposal for consideration at a future annual
meeting of stockholders. Because the Company does not have a regularly scheduled
annual meeting date, any proposal for consideration at a future annual meeting
must be received in writing by the Secretary of the Company by the lastthis ___ day of the Company's fiscal year for the next annual meeting that may be held after
that date, in order to be considered for possible inclusion in the Company's
proxy materials relating to such meeting.

PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL
MEETING. IF YOU DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR
PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.

APPENDIX A

FORM OF PROXY
_______________, 2016.

INTEGRAL TECHNOLOGIES, INC.
/s/ Doug Bathauer
Doug Bathauer
Chief Executive Officer
14
PROXY

INTEGRAL
TECHNOLOGIES, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
APRIL 28, 2006

INTEGRAL TECHNOLOGIES, INC.

STOCKHOLDERS TO BE HELD NOVEMBER 12, 2016
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

The undersigned shareholder of Integral Technologies, Inc. (the "Company")
hereby acknowledges receipt ofappoints Doug Bathauer, as attorney and proxy for the Notice of Special Meeting of Shareholdersundersigned, with the power to appoint his substitute, to represent and
appoint William S. Robinson with full power of substitution, as proxy to vote as
specified in this Proxy all the shares of common stock of the Company ofINTEGRAL TECHNOLOGIES, INC. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Special Meeting of Stockholders to be held at the Company’s premises at 2605 Eastside Park Road, Suite 1, Evansville, Indiana 47715 on November 12, 2016 at 10:00 a.m. Central and at any postponements or adjournments thereof, subject to the directions indicated on the reverse side hereof.

In his discretion, the Proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed on the reverse side by the undersigned shareholder. If no direction is made, this proxy will be voted “For” under Proposal 1.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders of the Company

Stockholders to be held at
Suite 3, 1070 West Pender Street, Vancouver, British Columbia, Canada V6E 2N7,
on Friday, April 28, 2006 at 9:00 a.m., Pacific Daylight Time, and any and all
adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN November 12, 2016

The Proxy Statement to Stockholders is available at:
______________________________
THE MANNER AS DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS ONE AND TWO.

1.BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 Proposal 1 – To amend ourthe Company’s Articles of Incorporation, as amended, to increase the number of shares of common stock we have authorized for issuance from 150,000,000 to issue from 50,000,000 shares to
150,000,000 shares.250,000,000.  FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. Other Matters:

In his discretion, to vote with respect to anyNOTE: Such other matters thatbusiness as may properly come before the meeting or any adjournment thereof, including matters incident to its
conduct.thereof. PLEASE MARK YOUR VOTE IN BLUE INK AS SHOWN HERE WILL ATTEND THE MEETING  PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED PRE-PAID ENVELOPE. Dated: -----------------------------

- ---------------------------
Signature

- ---------------------------
Print Name

- ---------------------------
Signature if jointly held

- ---------------------------
Printed NameSignature(s) of Stockholder(s) Title Note: Please date and sign exactly as your name(s) is (are) shownname or names appear on the share
certificate(s) to which the Proxy applies. When shares are held by joint-tenants
or otherwise by more than one person, allthis card. Joint owners should sign. When signing as an
executor, administrator, trustee, guardian, attorney-in fact, or other
fiduciary, please give full title as such. Wheneach sign personally. If signing as a corporation,fiduciary or attorney, please give your exact title. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. PROXY VOTING INSTRUCTIONS Please have your 5 or 6 digit control number ready when voting by Internet. INTERNET Vote Your Proxy on the Internet: Go to https://secure.corporatestock.com/vote.php Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in full corporate name by President or other authorized officer. When
signing as a partnership, please sign in partnership name by an authorized
person.

the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.

	By Order of the Board of Directors,

	/s/ James Eagan
	James Eagan
	Chairman of the Board of Directors

Name of Beneficial Owner	Number of Shares			Percentage (1)
Executive officers and directors:

Doug Bathauer		243,823	(2)		*
Bart Snell		786,000	(3)		*
James Eagan		1,100,000	(4)		*
Richard P. Blumberg		5,156,786	(5)		3.75	%
Jeffrey Babka		90,000	(6)		*
Douglas Mathias		20,000	(7)		*
All Officers and Directors as a Group (6 persons)		7,396,609			5.39	%

5% or greater holders:

None

	INTEGRAL TECHNOLOGIES, INC.

	/s/ Doug Bathauer
	Doug Bathauer
	Chief Executive Officer