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i-80 Gold Corp.

i-80 Gold Corp.IAUX财报

NYSE · 材料 · 金银矿石

i-80 Gold Corp is a mineral exploration and development firm focused on gold and silver asset operations in Nevada, US. It advances high-potential mining projects, using responsible extraction practices to deliver precious metals to global industrial and investment markets.

What changed in i-80 Gold Corp.'s 10-K — 2024 vs 2025

Top changes in i-80 Gold Corp.'s 2025 10-K

928 paragraphs added · 789 removed · 415 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

31 edited+19 added−21 removed34 unchanged
The Company's mineral properties include: (i) a 100% interest in the McCoy-Cove gold properties located on the Battle Mountain-Eureka Trend in Lander County, Nevada (collectively, the "Cove Project" or "Cove"); (ii) a 100% interest in the Granite Creek gold properties (formerly referred to as the Getchell project) located at the intersection of the Getchell gold belt and the Battle Mountain-Eureka Trend in Humboldt County, Nevada, which includes both an underground mine and an open pit project (collectively, the "Granite Creek Projects" or "Granite Creek"); (iii) a 100% interest in the Lone Tree and Buffalo Mountain gold deposits and Lone Tree processing complex, located midway between the Company's Cove and Granite Creek Projects in Humboldt County, Nevada (collectively, the "Lone Tree Project" or "Lone Tree"); (iv) a 100% interest in the Ruby Hill property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada which includes an underground project, referred to as "Archimedes", and an open pit gold deposit referred to as "Mineral Point", collectively the "Ruby Hill Projects" or "Ruby Hill"; and (v) a 100% interest in the FAD property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada (the "FAD Project" or "FAD").
The Company's mineral properties include: (i) a 100% interest in the McCoy-Cove gold properties located on the Battle Mountain-Eureka Trend in Lander County, Nevada (collectively, the "Cove Project" or "Cove"); (ii) a 100% interest in the Granite Creek gold properties (formerly referred to as the Getchell project) located at the intersection of the Getchell gold belt and the Battle Mountain-Eureka Trend in Humboldt County, Nevada, which includes both an underground mine and an open pit project (collectively, the "Granite Creek Projects" or "Granite Creek"); (iii) a 100% interest in the Lone Tree and Buffalo Mountain gold deposits and Lone Tree processing complex (the "Lone Tree Plant"), located midway between the Company's Cove and Granite Creek Projects in Humboldt County, Nevada (collectively, the "Lone Tree Project" or "Lone Tree"); (iv) a 100% interest in the Ruby Hill property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada which includes an underground project, referred to as "Archimedes", and an open pit gold deposit referred to as "Mineral Point", collectively the "Ruby Hill Projects" or "Ruby Hill"; and (v) a 100% interest in the FAD property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada (the "FAD Project" or "FAD").
Non-Brokered Prospectus Offering On January 31, 2025, the Company announced the closing of its previously announced non-brokered prospectus offering of 28,212,593 Common Shares (the “Offered Shares”) at a price of C$0.80 per Offered Share for aggregate gross proceeds to the Company of approximately C$22,570,074 (the “Offering“).
Non-Brokered Prospectus Offering On January 31, 2025, the Company announced the closing of its previously announced non-brokered prospectus offering of 28,212,593 Common Shares (the “Offered Shares”) at a price of C$0.80 per Offered Share for aggregate gross proceeds to the Company of approximately C$22,570,074.
Cognizant of its responsibility to the environment, the Company strives to conform with all applicable environmental laws and regulations and to promote the respect of the environment in its activities. Employees are expected to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform their duties.
Cognizant of its responsibility to the environment, the Company strives to conform with all applicable environmental laws and regulations and to promote the respect of the environment in its activities. Employees are expected to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform 8 their duties.
The Company is currently active only in the State of Nevada, which has established environmental standards and regulations that the Company strives to exceed. The Company's environmental performance is overseen at the Board of Directors (the "Board") level and environmental performance is the responsibility of the Company.
The Company is currently active only in the State of Nevada, which has established environmental standards and regulations that the Company strives to exceed. The Company's environmental performance is overseen at the Board level and environmental performance is the responsibility of the Company.
BUSINESS Unless otherwise indicated or the context otherwise requires, use of the terms "Company", "i-80" and "i-80 Gold" in this Annual Report refer to i-80 Gold Corp. and its direct and indirect subsidiaries as of the date of this Annual Report, or other entities controlled by them, on a consolidated basis, notwithstanding that such direct and indirect subsidiaries may not have been controlled by them at all relevant times, including December 31, 2024.
BUSINESS Unless otherwise indicated or the context otherwise requires, use of the terms "Company", "i-80" and "i-80 Gold" in this Annual Report refer to i-80 Gold Corp. and its direct and indirect subsidiaries as of the date of this Annual Report, or other entities controlled by them, on a consolidated basis, notwithstanding that such direct and indirect subsidiaries may not have been controlled by them at all relevant times, including December 31, 2025.
As part of this renewal process, the Company also confirmed that it is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027, to allow for all material from the Company’s underground gold mines to be processed at its autoclave facility.
As part of this renewal process, the Company also confirmed that it is targeting to have the anticipated refurbishment of its autoclave facility at the Lone Tree Plant completed by December 31, 2027, to allow for all material from the Company’s underground gold mines to be processed at its autoclave facility.
In accordance with applicable state laws, the Company currently has in place surety bonds in the aggregate amount of $132.8 million in favor of either the United States Department of the Interior, Bureau of Land Management or the State of Nevada, Department of Conservation and Natural Resources, as financial support for environmental reclamation and exploration permitting at its properties.
In accordance with applicable state laws, the Company currently has in place surety bonds in the aggregate amount of $137.7 million in favor of either the United States Department of the Interior, Bureau of Land Management or the State of Nevada, Department of Conservation and Natural Resources, as financial support for environmental reclamation and exploration permitting at its properties.
Under S-K 1300, all our properties are exploration stage as no mineral reserves have been determined.
Under S-K 1300, all our properties are exploration stage as no mineral reserves have been defined.
The following diagram illustrates the condensed corporate structure of the Company and the location of the Company's principal assets as at the date hereof. 6 Table of C o ntents Bankruptcy and Similar Procedures There have been no bankruptcy, receivership or similar proceedings against the Company or any subsidiary of the Company, or any voluntary bankruptcy, receivership or similar proceedings by the Company or any subsidiary of the Company, within the three most recently completed financial years or during, or proposed for, the current financial year.
The following diagram illustrates the condensed corporate structure of the Company and the location of the Company's principal assets as at the date hereof. 5 Bankruptcy and Similar Procedures There have been no bankruptcy, receivership or similar proceedings against the Company or any subsidiary of the Company, or any voluntary bankruptcy, receivership or similar proceedings by the Company or any subsidiary of the Company, within the three most recently completed financial years or during, or proposed for, the current financial year.
As of the date of this Annual Report, the Company does not consider the FAD Project to be a material property within the meaning of NI 43-101 or S-K 1300. 7 Table of C o ntents The Company's business strategy is focused on creating value for stakeholders through its ownership and advancement of its mineral properties.
As of the date of this Annual Report, the Company does not consider the FAD Project to be a material property within the meaning of NI 43-101 or S-K 1300. 6 The Company's business strategy is focused on creating value for stakeholders through its ownership and advancement of its mineral properties.
General Description of the Business Principal Products and Markets The Company is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver mineral deposits.
General Description of the Business Principal Products and Markets The Company is a Nevada-focused, growth-oriented gold and silver company engaged in the exploration and advancement of gold and silver mineral deposits.
The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term. The Company also confirmed the initialization of a recapitalization plan of its balance sheet to support the new development plan.
The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term. In conjunction with the development plan, the Company initiated a recapitalization of its balance sheet to support the new development plan.
There is a global gold market into which the Company can sell its gold and, as a result, notwithstanding the Deterra Offtake Agreement and the Orion Offtake Agreement (each described below) , the Company is not dependent on a particular purchaser with regard to the sale of any gold that it produces.
There are global markets for gold and silver into which the Company can sell its gold and, as a result, notwithstanding the Vox Offtake Agreement and the Orion Offtake Agreement (each described below) , the Company is not dependent on a particular purchaser with regard to the sale of any gold that it produces.
The Supplement Indenture amends the Indenture, to among other things, provide as follows: (i) that the definitions relating to the conversion prices applicable to the conversion of the accrued and unpaid interest on the Convertible Debentures were revised to provide: (a) the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of the Common Shares on the (“TSX”) during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; (b) the conversion price applicable to the Company’ right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to equal to the greater of (x) 85% of the average closing price of the Common Shares as measured in US dollars on the NYSE American during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of Common Shares on the TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; (ii) that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the Convertible Debenture holders; and (iii) the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date. 11 Table of C o ntents Full details of the amendments are contained in the Supplemental Indenture, which is available on EDGAR (www.sec.gov) and SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
The Supplement Indenture amends the Indenture, to among other things, provide as follows: (i) that the definitions relating to the conversion prices applicable to the conversion of the accrued and unpaid interest on the Convertible Debentures were revised to provide: (a) the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of the Common Shares on the (“TSX”) during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; (b) the conversion price applicable to the Company’ right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to equal to the greater of (x) 85% of the average closing price of the Common Shares as measured in US dollars on the NYSE American during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of Common Shares on the TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; (ii) that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the Convertible Debenture holders; and (iii) the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date.
All references to www.i80gold.com in this Annual Report are inactive textual references only and information contained at that website is not incorporated herein and does not constitute a part of this Annual Report. 12 Table of C o ntents
All references to www.i80gold.com in this Annual Report are inactive textual references only and information contained at that website is not incorporated herein and does not constitute a part of this Annual Report. 11
The Company’s press releases and filings with the SEC in the United States and on SEDAR+ in Canada are available free of charge within the Investors section of the Company’s website at https://www.i80gold.com/investors/.
Available Information General information about the Company is available through the Company’s website at https://www.i80gold.com. The Company’s press releases and filings with the SEC in the United States and on SEDAR+ in Canada are available free of charge within the Investors section of the Company’s website at https://www.i80gold.com/investors/.
Specifically, employees are expected to support the Company's efforts to develop, implement and maintain procedures and programs designed to protect and preserve the environment. 9 Table of C o ntents Employees As at the date hereof, the Company has 109 employees across all of its operations.
Specifically, employees are expected to support the Company's efforts to develop, implement and maintain procedures and programs designed to protect and preserve the environment. Employees As at the date hereof, the Company has 133 employees across all of its operations.
The new development plan includes the development of three underground mines, but also includes accelerating, permitting, and the development of two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area.
The new development plan includes the development of three underground mines, as well as accelerating technical studies, permitting activities, and the development of two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area. As well as the refurbishment of the Lone Tree Plant.
The Offered Shares were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated January 27, 2025 (the “Prospectus Supplement“) to its short form base shelf prospectus filed on June 21, 2024 (the “Shelf Prospectus“) and in the United States pursuant to the Company’s U.S. registration statement on Form F-10 (Registration No. 333-279567, which includes the Shelf Prospectus and was declared effective by the United States Securities and Exchange Commission on June 25, 2024.
The Offered Shares were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated January 27, 2025 (the “Prospectus Supplement“) to its short form base shelf prospectus filed on June 21, 2024 (the “Shelf Prospectus“) and in the United States pursuant to the Company’s U.S. registration statement on Form F-10 (Registration No. 333-279567), which includes the Shelf Prospectus and was declared effective by the United States Securities and Exchange Commission on June 25, 2024. 9 On February 28, 2025 the Company closed a private placement to certain insiders of the Company of an aggregate of 997,871 Common Shares at a price of C$0.80 per share for gross proceeds of approximately C$798,297.
The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay and Silver Purchase and sale agreements. The obligations under the prepay arrangement with National Bank are secured by the FAD project.
The proceeds of the National Bank Prepay were used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance ("Orion") under its respective Gold Prepay and Silver Purchase and sale agreements.
The Company's head office is located at 5190 Neil Road, Suite 460, Reno, Nevada, 89502. Intercorporate Relationships The Company's material wholly-owned subsidiary is Premier USA, a Delaware corporation.
The Company's head office is located at 5190 Neil Road, Suite 460, Reno, Nevada, 89502 and its principal executive office is located at 150 York Street, Suite 1802, Toronto, Ontario, Canada M5H 3S5. Intercorporate Relationships The Company's material wholly-owned subsidiary is Premier USA, a Delaware corporation.
New Development Plan As described further above, on November 12, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested of the newly appointed CEO in September of 2024.
Recent Developments in the Business Development Plan Updates As described above under Principal Products and Markets , in November, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested by the newly appointed CEO in September of 2024.
Given the Company’s balance sheet constraints and additional capital required for the new development plan, all higher risk projects with low certainty of economic viability have been terminated of deferred.
Further, Management reported that a base metal focused joint venture on the Ruby Hill property does not fit the new development plan and gold-focused strategy. Given the Company’s balance sheet constraints and additional capital required for the new development plan, all higher risk projects with low certainty of economic viability have been terminated or deferred.
The impact of the economic terms of the Processing Agreements on the anticipated life of mine cash flows for the Archimedes underground project and the Granite Creek underground project are set out in the preliminary economic assessments, also known as "Initial Assessments" for each of the Ruby Hill Projects and the Granite Creek Projects filed on EDGAR at www.sec.gov on the date hereof in accordance with S-K 1300 and Item 601 of Regulation S-K, and on SEDAR+ (www.sedarplus.ca) in accordance with NI 43-101, and previously disclosed in the Company's press releases dated February 18, 2025 and March 5, 2025, respectively.
The impact of the economic terms of the Processing Agreements on the anticipated life of mine cash flows for the Archimedes underground project and the Granite Creek underground project are set out in the preliminary economic assessments, also known as "Initial Assessments" for each of the Ruby Hill Projects and the Granite Creek Projects originally filed on EDGAR at www.sec.gov in 2025 and are incorporated by reference as exhibits to this Annual on the date hereof in accordance with S-K 1300 and Item 601 of Regulation S-K, and on SEDAR+ (www.sedarplus.ca) in accordance with NI 43-101, and previously disclosed in the Company's press releases dated February 18, 2025 and March 5, 2025, respectively. 10 New Gold & Silver Prepay Agreement & Working Capital Facility On Ma rch 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 o unces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan (The "National Bank Prepay").
In November of 2024, the Company adopted a new development plan which represented Management’s view of the most effective strategy to generating free cash flow while progressing earlier stage projects to provide a pipeline of growth in the medium and long-term.
The Company considers this development plan to be the most effective strategy to generate near term and sustainable free cash flow as it prioritizes high-grade underground projects while progressing earlier stage projects to provide a pipeline of growth over the medium and long term.
Bought Deal Public Offering On May 1, 2024, the Company completed a bought deal offering of 69,698,050 units (each a "Unit") at a price of C$1.65 per Unit for gross proceeds of approximately C$115 million. Each Unit was comprised of one Common Share and one half of one Common Share purchase warrant of the Company.
Bought Deal Offering and Private Placement On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit, comprised of one common share and one half of one common share purchase warrant (a "Warrant"), for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million.
It is expected that the project will likely remain deferred for another decade. 8 Table of C o ntents Distribution Methods The Company is engaged in the exploration, development and production of gold and silver deposits in the State of Nevada. The Company's principal objective is to become a sustainable gold producer, with a secondary focus on silver.
Distribution Methods The Company is engaged in the exploration, advancement and extraction of gold and silver deposits in the State of Nevada. The Company's principal objective is to become a sustainable gold and silver producer.
The Company will consider focusing on such projects when the balance sheet is in a stronger position and the Board approves allocating risk capital to these types of projects. 10 Table of C o ntents Deferral of Gold Prepay and Silver Purchase Agreement Deliveries On December 31, 2024 the Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 as part of an amendment of those agreements with Orion.
The Company will consider focusing on such projects when the balance sheet is in a stronger position and the Board approves allocating risk capital to these types of projects. Orion Convertible Loan On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement with an affiliate of Orion ("Orion Convertible Loan").
In connection with the gold and silver delivery deferrals and the extension to the Orion Convertible Loan (collectively, the “Waiver Agreements”), i-80 Gold agreed to issue to Orion five million common share purchase warrants with an exercise price of C$1.01 per share, subject to customer anti-dilutive adjustments (the “2025 Orion Warrants”). The 2025 Orion Warrants have a four-year term.
In connection with the extension of the Orion Convertible Loan, the Company issued five million common share purchase warrants to Orion with an exercise price of C$1.01 and an expiry date of January 15, 2029 (the “2025 Orion Warrants”). In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Orion Offtake Agreement”).
Competitive Conditions The mineral exploration and mining business is very competitive in all phases of exploration, development and production.
As noted above, the Company's metals are expected to be processed through a combination of internal and third-party facilities through 2027. The Company expects that beginning in 2028 all materialized materials will be processed through internal processing facilities. Competitive Conditions The mineral exploration and mining business is very competitive in all phases of exploration, development and production.
Management intends to complete a refurbishment feasibility study later this year for its Lone Tree autoclave complex. The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be addressed.
Prior to the commissioning, both underground projects are expected to process refractory material under a third-party autoclave toll-milling agreement. The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be addressed. It is expected that the project will likely remain deferred for the foreseeable future.
Removed
To achieve this new development plan, the Company is pursuing a recapitalization of its balance sheet which Management believes will be best supported by focusing on its advanced stage underground gold projects, as well as accelerating permitting and development of two large oxide deposits, Granite Creek and Mineral Point (within the Ruby Hill property).
Added
In November 2024, the Company announced a new development plan, which outlined a path for advancing the Company’s Nevada gold projects to create a mid-tier gold producer.
Removed
The three underground projects - Granite Creek, Archimedes (previously Ruby Hill underground and inclusive of Ruby Deeps and 426 zone), and Cove - are expected to have low capital intensity and a clear path to cash flow generation, Further, the Company believes that the Mineral Point open pit project has the potential to become the Company's flagship asset as a large scale heap leach mine as demonstrated through a preliminary economic assessment and initial assessment of this project, the key economic and technical terms of which were summarized by the Company in its press release of February 21, 2025 with plans for a detailed feasibility study in 2029.
Added
As part of the development plan, the Lone Tree Plant is expected to be refurbished to serve as a central hub for processing refractory material from the Company’s three anticipated high-grade underground mines: Granite Creek, Archimedes, and Cove.
Removed
To support the objectives of near term cash flow generation and providing a pipeline for growth, Management is focused on permitting and development of these five gold deposits through the balance of the decade. The Company believes that collectively, these five assets have the potential to create a mid-tier gold producer.
Added
The plan also includes simultaneously accelerating permitting activities, technical work, and the development of two large oxide open pit deposits: Granite Creek open pit and the Mineral Point open pit which is located within the Ruby Hill Project area.
Removed
The Company's existing projects are comprised of mineral bodies containing both oxide and sulphide mineralized material. Sulphide minerals, to date sourced only from Granite Creek, has been processed via a toll milling arrangement with a third party processor.
Added
In conjunction with the new development plan, the Company initiated a recapitalization plan to strengthen its balance sheet to support the new development plan. The recapitalization plan is well underway and expected to be completed March 31, 2026.
Removed
Higher grade oxide minerals, above a 5.0 gpt cut off, is processed under an ore purchase and sale agreement also with a third party, while lower grade oxide minerals are internally heap leached at existing pads at Lone Tree (for low grade oxide from Granite Creek).
Added
Preliminary Economic Assessments/Initial Assessments covering the Company’s five gold projects were filed in March 2025 and outline three focus areas of growth over the next three years to support the advancement of the Company’s gold projects.
Removed
As noted above, the Company's materialized materials are anticipated to continue to be processed through a combination of internal and external facilities. Management is assessing the merits of an autoclave refurbishment at its Lone Tree Project to optimize its future processing requirements.
Added
These growth areas, which are discretionary and subject to available resources, ranked from highest priority are: (i) advancing permitting activities, (ii) completing pre-feasibility and feasibility studies, and (iii) development work at Archimedes underground.
Removed
Recent Developments in the Business Extension Agreement to the Silver Purchase Agreement On January 12, 2024 the Company entered into an extension agreement in relation to the Silver Purchase Agreement with and affiliate of Orion Mine Finance ("Orion") pursuant to which the deadline for deliveries was extended from January 15, 2024, to April 15, 2024.
Added
The completion of the recapitalization plan allows for the refurbishment of the Lone Tree Plant, which is a key element in the first phase of the development plan. 7 Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output.
Removed
In connection with the extension agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million Common Share warrants exercisable at C$2.72 per share, subject to customary anti-dilution adjustments, or until January 24, 2028. Non-Brokered Private Placement of Common Shares In February 2024, the Company completed a non-brokered private placement of Common Shares.
Added
In the second half of 2025, construction was initiated at Archimedes underground and the Company's board of directors (the "Board") approved a limited notice to proceed with detailed engineering to allow for the procurement of long-lead equipment and the commencement of permitting updates for the refurbishment of the Lone Tree Plant.
Removed
An aggregate of 13,064,200 Common Shares were issued by the Company at a price of C$1.80 per Common Share for aggregate gross proceeds of approximately C$23.5 million.
Added
The Board has subsequently approved the refurbishment of the Lone Tree Plant. Commissioning of the Lone Tree Plant is expected to begin in the fourth quarter of 2027. Upon commissioning, the Lone Tree Plant is anticipated to begin processing refractory material from the Company’s Granite Creek and Archimedes underground mines.
Removed
Each warrant is exercisable to acquire one Common Share for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per Warrant Share, subject to customer anti-dilution adjustments.
Added
The Lone Tree Plant remains the centralized refractory mineral processing facility for the three planned underground mines within the new development plan.
Removed
At the Market Equity Program On August 12, 2024 the Company established of an at-the-market equity program ("ATM Program") pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the “Equity Distribution Agreement”), among the Company and a syndicate of underwriters led by National Bank Financial Inc.(collectively, the “Agents”).
Added
In August of 2025, the Board approved a limited notice to proceed in 2025 with detailed engineering to allow for the procurement of long-lead equipment and the commencement of permitting updates for the refurbishment of the Lone Tree Plant. In February 2026 the Board fully approved proceeding with the Lone Tree Plant refurbishment project.
Removed
The ATM Program allowed i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE such number of Common Shares as would have an aggregate offering price of up to US$50 million.
Added
As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to date have been satisfied.
Removed
The ATM Program expired with the filing of this Annual Report, M arch 31, 2025. Appointment of new Chief Executive Officer On September 18, 2024 the Company announced the appointment of Mr. Richard Young as the new Chief Executive Officer ("CEO") and a director of the Company, succeeding Mr. Ewan Downie following his retirement.
Added
Further to the Orion Convertible Loan, Orion and i-80 Gold extended the maturity date by six months from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations thereunder. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025.
Removed
The Lone Tree Autoclave remains the centralized refractory mineral processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study in the third quarter of 2025. Further, Management reported that a base metal focused joint venture on the Ruby Hill property does not fit the new development plan.
Added
The Orion Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Vox Royalty Corp. (the "Vox Offtake Agreement") expires at the end of December 2028.
Removed
As part of the agreements with Orion, gold and silver deliveries including 3,210 ounces of gold and 400,000 ounces of silver, scheduled for delivery on December 31, 2024, and January 15, 2025, respectively were deferred to March 31, 2025, subject to i-80 Gold’s compliance with the Waiver Agreements (as defined below), and the other conditions described below.
Added
On February 11, 2026 the Company confirmed the mailing of a conditional mandatory redemption notice to all holders of the Convertible Debentures which are expected to be redeemed, as per the terms above, on March 16, 2026 subject to completion of the anticipated net smelter royalty financing agreement with Franco-Nevada U.S. Corporation which the Company announced on February 12, 2026.
Removed
Additionally, Orion agreed to extend the expiry date of its convertible credit agreement dated December 13, 2021 to June 30, 2026, which was reflected in an amended and restated convertible credit agreement with Orion on January 15, 2025 (the "Orion Convertible Loan").
Added
Completed PEAs/Initial Assessments for Five Gold Projects Technical reports for each material project were filed at the end of the first quarter of 2025 in accordance with S-K 1300 and Item 601 of Regulation S-K in the United States and in accordance with NI 43-101 in Canada.
Removed
In addition, i-80 Gold and Orion agreed to enter into an offtake agreement dated February 7, 2025 (the “Orion Offtake Agreement”) based on similar terms to the existing amended and restated offtake agreement with Deterra Royalties Limited (acquirer of Trident Royalties PLC) which expires at the end of December 2028 (the "Deterra Offtake").
Added
On May 16, 2025 the National Bank Prepay was repaid in full with proceeds from the Bought Deal Offering and Private Placement of the same date (described further below).
Removed
The Orion Offtake Agreement will become effective on December 28, 2028 and shall expire on December 31, 2034. The Waiver Agreements are subject to ongoing conditions, including a requirement to satisfy minimum cash requirements, as amended by these Waiver Agreements, through March 31, 2025.
Added
Working Capital Facility On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc. with a term of 18 months, which serves a working capital facility (the "Auramet Agreement"). Under the Auramet Agreement, the Company may receive up to $12.0 million in prepayments for gold contained in mineralized material.
Removed
On February 28, 2025 the Company closed a private placement to certain insiders of the Company of an aggregate of 997,871 Common Shares at a price of C$0.80 per share for gross proceeds of approximately C$798,297.
Added
Each Warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million.
Removed
New Gold & Silver Prepay Agreement & Working Capital Facility On Ma rch 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 o unces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan.
Removed
In addition, the Company is finalizing a working capital facility with Auramet International, Inc. for up to $12 million, maturing in 12 months. Available Information General information about the Company is available through the Company’s website at https://www.i80gold.com.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

34 edited+12 added−4 removed244 unchanged
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.
Fluctuating commodity prices may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result. Upon achieving commercial, the Company's profitability will be dependent upon the market price of gold and any other metals contained in minerals discovered.
Fluctuating commodity prices may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result. Upon achieving commercial production, the Company's profitability will be dependent upon the market price of gold and any other metals contained in minerals discovered.
The Company imports products into the US and could be directly impacted by the imposition of new tariffs on goods imported. However, the economic impact of tariffs or a broader trade war on the Canadian economy, the US economy and the global economy could negatively impact capital markets and the Company’s ability to raise funds to undertake its work programs.
The Company imports products into the US and could be directly impacted by the imposition of new tariffs on goods imported. However, the economic impact of tariffs or a broader trade war, the US economy and the global economy could negatively impact capital markets and the Company’s ability to raise funds to undertake its work programs.
If the Lone Tree autoclave refurbishment is not completed by December 31, 2027, there is no certainty that the Company will be able to arrive at a mutual agreement for extension of the New Toll Milling Agreement with the Processor.
If the Lone Tree Plant autoclave refurbishment is not completed by December 31, 2027, there is no certainty that the Company will be able to arrive at a mutual agreement for extension of the New Toll Milling Agreement with the Processor.
In addition, as the Company is dependent on third parties' autoclave facilities, there can be no assurance that there will not be interruptions in production capabilities and/or increase in production costs or reduction in profitability as a result of toll milling arrangements.
As the Company is dependent on third parties' autoclave facilities, there can be no assurance that there will not be interruptions in production capabilities and/or increase in production costs or reduction in profitability as a result of toll milling arrangements.
The Company anticipates that it will process refractory material from its Granite Creek underground mine and Archimedes underground mine at the Processor's autoclave facility until such time that the Lone Tree autoclave facility is operational.
The Company anticipates that it will process refractory material from its Granite Creek underground mine and Archimedes underground mine at the Processor's autoclave facility until such time that the autoclave facility at the Lone Tree Plant is operational.
If high US tariffs are imposed on Canadian products and the products of other countries and Canada and the other countries retaliate with import tariffs on US products, the consequences on the capital markets and global supply chains could adversely impact the Company’s ability to raise funds and source the supplies the Company relies on to perform its planned work programs or, if available, the cost of such supplies could soar, impairing the Company’s ability to complete work programs.
If high US tariffs are imposed on other countries and other countries retaliate with import tariffs on US products, the consequences on the capital markets and global supply chains could adversely impact the Company’s ability to raise funds and source the supplies the Company relies on to perform its planned work programs or, if available, the cost of such supplies could soar, impairing the Company’s ability to complete work programs.
Canadian tariffs or scarcity in the global supply chain would likely increase the cost of supplies required by the Company that are available, which could impair the Company’s ability to undertake all of the work it plans to perform.
Foreign tariffs or scarcity in the global supply chain would likely increase the cost of supplies required by the Company that are available, which could impair the Company’s ability to undertake all of the work it plans to perform.
Reliance on Third-Party Processing Agreements Pursuant to the autoclave toll milling agreement dated October 14, 2021 (the "Toll Milling Agreement"), involving Osgood LLC and a third party processor, (the "Processor"), the Processor agreed to process up to an aggregate of 1,000 tons/day of ore produced from the Granite Creek Project at its autoclave facilities, until the earlier of (i) the date the Lone Tree autoclave becomes fully operational, and (ii) October 14, 2024, subject to extension by mutual agreement between the parties.
Completion of Lone Tree Plant Refurbishments and Reliance on Third-Party Processing Agreements Pursuant to the autoclave toll milling agreement dated October 14, 2021 (the "Toll Milling Agreement"), involving Osgood LLC and a third party processor, (the "Processor"), the Processor agreed to process up to an aggregate of 1,000 tons/day of ore produced from the Granite Creek Project at its autoclave facilities, until the earlier of (i) the date the autoclave facility at the Lone Tree Plant becomes fully operational, and (ii) October 14, 2024, subject to extension by mutual agreement between the parties.
Although the Company expects that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geomechanical issues, equipment failure, failure of retaining dams around tailings disposal areas and instability of historical tailings, which may result in environmental pollution and consequent liability.
Although the Company expects that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geo-mechanical issues, equipment failure, failure of retaining dams around tailings disposal areas and instability of historical tailings, which may result in environmental pollution and consequent liability.
A Canada-US or a broader trade war has the potential to adversely impact global supply chains and make supplies required by the Company for exploration programs, construction work or operations harder to obtain or unavailable.
A broader trade war has the potential to adversely impact global supply chains and make supplies required by the Company for exploration programs, construction work or operations harder to obtain or unavailable.
It is also not unusual in the mining industry for mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring the investment of more capital than anticipated. 14 Table of C o ntents If the Company is not able to obtain any additional financing required to develop the Lone Tree Project, the Cove Project, the Granite Creek Projects, or the Ruby Hill Projects, it may be required to reduce the scope of its planned business objectives, which may have a material adverse effect on its future prospects.
It is also not unusual in the mining industry for mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring the investment of more capital than anticipated. 13 If the Company is not able to obtain any additional financing required to develop the Lone Tree Project, the Cove Project, the Granite Creek Projects, or the Ruby Hill Projects, it may be required to reduce the scope of its planned business objectives, which may have a material adverse effect on its future prospects.
As a result, it may be difficult for shareholders to initiate a lawsuit within the United States against these non-United States residents, or to enforce judgments in the United States against the Company or these persons which are obtained in a United States court and that are predicated upon civil liabilities under the United States federal securities laws or the securities or "blue sky" laws of any state within the United States. 24 Table of C o ntents A failure or breach of the Company's network systems could corrupt the Company's financial or operational data and may have a material adverse impact on the Company's reputation and results of operations.
As a result, it may be difficult for shareholders to initiate a lawsuit within the United States against these non-United States residents, or to enforce judgments in the United States against the Company or these persons which are obtained in a United States court and that are predicated upon civil liabilities under the United States federal securities laws or the securities or "blue sky" laws of any state within the United States. 23 A failure or breach of the Company's network systems could corrupt the Company's financial or operational data and may have a material adverse impact on the Company's reputation and results of operations.
However, the Company's ability to operate could be adversely impacted by accidents or events detrimental (or perceived to be detrimental) to the health, safety and well-being of the Company's employees, human rights, the environment or the communities in which the Company operates. 20 Table of C o ntents The Company may become subject to disputes with third parties and an inability to resolve these disputes favorably could have a material adverse impact on the Company's business and financial condition.
However, the Company's ability to operate could be adversely impacted by accidents or events detrimental (or perceived to be detrimental) to the health, safety and well-being of the Company's employees, human rights, the environment or the communities in which the Company operates. 19 The Company may become subject to disputes with third parties and an inability to resolve these disputes favorably could have a material adverse impact on the Company's business and financial condition.
Several of the agreements entered into in connection with the Financing Package, including the Orion Convertible Loan and the Sprott Convertible Loan, and the Convertible Debentures restrict the ability of the Company to pay dividends to its shareholders.
Several of the agreements entered into in connection with the Financing Package (as defined herein), including the Orion Convertible Loan and the Sprott Convertible Loan, and the Convertible Debentures restrict the ability of the Company to pay dividends to its shareholders.
In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time. 19 Table of C o ntents The Company may fail to select appropriate acquisition targets and may not be able to integrate any acquired businesses and their workforce into the Company.
In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time. 18 The Company may fail to select appropriate acquisition targets and may not be able to integrate any acquired businesses and their workforce into the Company.
These estimates may require adjustments or downward revisions based upon further exploration or development work or actual production experience. 13 Table of C o ntents Fluctuations in gold or silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of mineral reserve and mineral resource estimates.
These estimates may require adjustments or downward revisions based upon further exploration or development work or actual production experience. 12 Fluctuations in gold or silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of mineral reserve and mineral resource estimates.
Geotechnical failures could result in limited or restricted access to mines, suspension of operations, environmental damage, government investigations, increased monitoring costs, remediation costs, loss of mineralized material and other impacts, which could result in loss of revenue or increased costs and could result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects. 21 Table of C o ntents Rising inflation could lead to increased costs.
Geotechnical failures could result in limited or restricted access to mines, suspension of operations, environmental damage, government investigations, increased monitoring costs, remediation costs, loss of mineralized material and other impacts, which could result in loss of revenue or increased costs and could result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects. 20 Rising inflation could lead to increased costs.
Failure to retain directors and senior management could have material adverse effect on the Company and its prospects. The success of the Company is largely dependent on the performance of the Board and senior management. There is no assurance that the Company can maintain the services of the Board and management or other qualified personnel required to operate its business.
The success of the Company is largely dependent on the performance of the Board and senior management. There is no assurance that the Company can maintain the services of the Board and management or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.
Any delay in the development of a project or cost overruns or operational difficulties once the project is fully developed may have a material adverse effect on the Company's business, results of operations and financial condition. 15 Table of C o ntents Forecasts of future production are estimates and actual production may be less than estimated, which could have a material adverse effect on the Company's results of operations and financial condition.
Any delay in the development of a project or cost overruns or operational difficulties once the project is fully developed may have a material adverse effect on the Company's business, results of operations and financial condition. 14 Forecasts of future production are estimates and actual production may be less than estimated, which could have a material adverse effect on the Company's results of operations and financial condition.
Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations. 17 Table of C o ntents Labor difficulties might result in the Company not meeting its business objectives.
Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations. Labor difficulties might result in the Company not meeting its business objectives.
The situation is continuing to change and unforeseeable impacts, including on our shareholders and counterparties on which we rely and transact with, may materialize and may have an adverse effect on the Company's business, results of operation and financial condition. 22 Table of C o ntents Risks Relating to the Common Shares Generally No guarantee of positive return on investment.
The situation is continuing to change and unforeseeable impacts, including on our shareholders and counterparties on which we rely and transact with, may materialize and may have an adverse effect on the Company's business, results of operation and financial condition. 21 Risks Relating to the Common Shares Generally No guarantee of positive return on investment.
If the Company is required to carry out unanticipated reclamation work, the Company's financial position could be adversely affected. 18 Table of C o ntents If the Company is not able to arrange for, or continue to obtain, surety bonds in favor of government agencies, it could adversely affect the Company's business, financial condition and results of operations.
If the Company is required to carry out unanticipated reclamation work, the Company's financial position could be adversely affected. 17 If the Company is not able to arrange for, or continue to obtain, surety bonds in favor of government agencies, it could adversely affect the Company's business, financial condition and results of operations.
The Company relies significantly on strategic relationships with other entities. The Company also relies on good relationships with regulatory and governmental departments and upon third parties to provide essential contracting services.
The Company also relies on good relationships with regulatory and governmental departments and upon third parties to provide essential contracting services.
While the Company experienced minimal disruption to its operations during the COVID-19 pandemic, there may be impacts in the future on the Company's operations, key suppliers, supply chain, and cash flows, the Company's ability to raise financing or the pricing of such financing should another pandemic or health crises occur.
While the Company experienced minimal disruption to its operations during the COVID-19 pandemic, there may be impacts in the future on the Company's operations, key suppliers, supply chain, and cash flows, the Company's ability to raise financing or the pricing of such financing should another pandemic or health crises occur. 16 Interference in the maintenance or provision of the Company's infrastructure could adversely affect the Company's operations, financial condition and results of operations.
Interference in the maintenance or provision of the Company's infrastructure could adversely affect the Company's operations, financial condition and results of operations. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, power sources and water supply are important determinants affecting capital and operating costs.
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, power sources and water supply are important determinants affecting capital and operating costs.
The Company had negative cash flow from operating activities for the year ended December 31, 2024. The Company cannot guarantee that it will have positive or negative cash flow from operating activities in future periods. The Company cannot provide any assurances that it will achieve sufficient revenues (if at all) or maintain profitability or positive cash flow from operating activities.
The Company cannot provide any assurances that it will achieve sufficient revenues (if at all) or maintain profitability or positive cash flow from operating activities.
Any interruptions in the Company's ability to process refractory material from its Granite Creek and Archimedes operations, will have a material adverse effect on the Company's results of operations and financial performance and condition. The Company may continue to have negative cash flow from operating activities in future periods.
Any delay in the refurbishment and commissioning of the Lone Tree Plant and/or any other interruptions in the Company's ability to process refractory material from its Granite Creek and Archimedes operations, will have a material adverse effect on the Company's results of operations and financial performance and condition.
Based on the Company's present estimates, and dependent on the results of a forthcoming refurbishment study, the Company's Lone Tree autoclave is targeted for completion by the end of 2027.
Based on the Company's completed refurbishment study, the Company's autoclave facility at the Lone Tree Plant is targeted for completion by the end of 2027.
Failure to do so could have a material adverse effect on the Company and its prospects. 16 Table of C o ntents The Company relies on third parties for important relationships and services. Any loss of one or more of these key business alliances or contracts could adversely impact the Company and its business, operating results and prospects.
The Company relies on third parties for important relationships and services. Any loss of one or more of these key business alliances or contracts could adversely impact the Company and its business, operating results and prospects. The Company relies significantly on strategic relationships with other entities.
Without key person insurance, the Company may not have the financial resources to develop or maintain its business until it replaces the individual. The loss of one or more of these key employees, if not replaced, could have a material adverse effect the Company's business, results of operations and financial condition.
The loss of one or more of these key employees, if not replaced, could have a material adverse effect the Company's business, results of operations and financial condition. 15 Failure to retain directors and senior management could have material adverse effect on the Company and its prospects.
The Corporation believes that it was not a PFIC for its prior tax year, and based on current business plans and financial expectations, the Corporation expects that it will not be a PFIC for its current tax year and expects that it will not be a PFIC for the foreseeable future.
Internal Revenue Code of 1986, as amended (the “Code”) for its most recently completed tax year, and based on current business plans and financial expectations, the Company expects that it will not be a PFIC for its current tax year and expects that it will not be a PFIC for the foreseeable future.
If this occurs and continues, it could impair the Company's ability to raise additional capital through the sale of securities. 23 Table of C o ntents The Company's dual listing may increase the volatility of the Common Shares.
If this occurs and continues, it could impair the Company's ability to raise additional capital through the sale of securities. 22 The Company's dual listing may increase the volatility of the Common Shares. The Company incurs significant legal, accounting, reporting and other expenses in order to maintain a dual listing on both the TSX and NYSE American.
Therefore, there can be no assurance that the Corporation will not be classified as a PFIC for the current or future taxable years. Certain adverse U.S. federal income tax consequences could apply to a U.S. investor if the Corporation is treated as a PFIC for any taxable year during which such U.S. investor holds Common Shares.
Consequently, there can be no assurances that the Company has never been and will not become a PFIC for any tax year during which U.S. Holders hold common shares.
Removed
The Company incurs significant legal, accounting, reporting and other expenses in order to maintain a dual listing on both the TSX and NYSE American.
Added
In addition, under the Company’s new development plan, the Lone Tree Plant is envisioned to process material from the Company’s three underground mines, Granite Creek, Archimedes, and Cove to establish a regional hub-and-spoke mining and processing model.
Removed
The Corporation could become classified as a passive foreign investment company for U.S. federal income tax purposes in the current tax year or a future tax year, which could result in adverse U.S. federal income tax consequences to U.S. investors.
Added
In the event that refurbishment and commissioning of the Lone Tree Plant is not completed as planned or at all, the Company will be delayed in its anticipated transition from toll milling to owner-operated processing.
Removed
The Corporation would be classified as a passive foreign investment company, or “PFIC”, for any taxable year if, after the application of certain look-through rules with respect to the income and assets of the Corporation's corporate subsidiaries in which the Corporation owns 25% (by value) of the stock, either: (i) 75% or more of the Corporation's gross income for such year is "passive income" (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended), or (ii) 50% or more of the value of the Corporation's assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income.
Added
The Company may continue to have negative cash flow from operating activities in future periods. The Company had negative cash flow from operating activities for the year ended December 31, 2025. The Company cannot guarantee that it will have positive or negative cash flow from operating activities in future periods.
Removed
However, this is a factual determination that must be made annually after the close of each taxable year and is dependent on many factors, including the value of the Corporation's passive assets, the amount and type of the Corporation's gross income and market capitalization.
Added
Without key person insurance, the Company may not have the financial resources to develop or maintain its business until it replaces the individual.
Added
If we were to become a “passive foreign investment company” during a U.S. taxpayer’s holding period, certain adverse U.S. federal income tax consequences may result for such U.S. taxpayer. The Company believes that it was not a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297(a) of the U.S.
Added
However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.
Added
If the Company were to be classified as a PFIC for any taxable year during a U.S. taxpayer’s holding period of common shares, then such U.S. taxpayer generally will be required to treat any gain realized upon a disposition of the common shares or any so-called “excess distribution” received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution.
Added
In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. taxpayer.
Added
Subject to certain limitations, these tax consequences may be altered if a U.S. taxpayer makes a timely and effective “qualified electing fund” (“QEF”) election under Section 1295 of the Code (“QEF Election”) with respect to the Company or a mark-to-market election under Section 1296 of the Code (“Mark-to-Market Election”) with respect to the common shares.
Added
U.S. taxpayers should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF or that the Company will supply U.S. taxpayers with information that such U.S. taxpayers are required to report under the QEF rules, in the event that the Company is a PFIC.
Added
Thus, U.S. taxpayers may not be able to make a QEF Election with respect to the Company or any non-U.S. subsidiary of the Company. A U.S. taxpayer who makes a Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the common shares over the U.S. taxpayer’s adjusted tax basis therein.
Added
Each potential investor who is a U.S. taxpayer should review the discussion below under the heading “ Certain United States Federal Income Tax Considerations ” in its entirety and should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of the common shares. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 24

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+5 added−3 removed6 unchanged
Incident History The Company has not experienced any cybersecurity incidents during the year ended December 31, 2024, or in any prior year that resulted in interruptions to normal business operations or breaches of systems.
Incident History The Company has not experienced any cybersecurity incidents during the year ended December 31, 2025, or in any prior year that resulted in interruptions to normal business operations or breaches of systems.
Responsibility and Communication The Company promotes a culture where cybersecurity awareness is recognized as everyone's responsibility. Regular communications about cybersecurity risk mitigation and intrusion prevention measures are shared with senior management and the Board of Directors.
Responsibility and Communication The Company promotes a culture where cybersecurity awareness is recognized as everyone's responsibility. Regular communications about cybersecurity risk mitigation and intrusion prevention measures are shared with senior management and the Board of i-80.
Removed
Governance Structure IT Director’s Role • The IT Director leads the cybersecurity risk management program with over 25 years of experience in managing cybersecurity programs, auditing, and IT operations within the US mining and manufacturing sectors. They possess a bachelor’s degree in computer information security and a master’s degree in management information systems.
Added
Governance Structure Board and Management Oversight • The Company is confident that any material cybersecurity threats will be brought to the attention of the Board, as the Senior Management Team includes the affirmative responsibility to periodically review risk assessments from management with respect to cybersecurity, including assessments of the overall threat landscape and related strategies and investments.
Removed
Board of Directors Involvement • The Board is actively engaged in overseeing the cybersecurity program, receiving regular updates and assessments concerning governance and compliance. Quarterly updates from the IT Director cover the status of cybersecurity controls, exposures, and overall program results. The Board insists on being informed about any material cybersecurity incidents.
Added
One way in which the Senior Management Team fulfills that requirement is by receiving regular reports from the IT Director on not only known cybersecurity threats or incidents (including related risk assessments), but the landscape more generally, including with respect to known threats, technological advancements, best practices and current events.
Removed
This structured overview distills the essence of the cybersecurity risk management and governance processes within the Company, emphasizing the proactive approach to cybersecurity management and the involvement of leadership at all levels. 26 Table of C o ntents
Added
Management regularly reviews cyber security planning, including development and management of the program, budgeting, and participation in the incident response plan. The senior management team involved in this review includes our CEO, Chief Financial Officer ("CFO"), and the Director of IT. These reviews can also provide topics for discussion at Board and/or Audit Committee meetings.
Added
The Director of IT has a master’s degree in management information systems and over 28 years of experience. The fully staffed department includes a third-party resource dedicated to cybersecurity who monitors our threat detection and response tools for any attempted or successful hacks or other incursions into our IT environment, both externally and internally.
Added
These are reviewed and mitigated where appropriate, and escalated, if necessary, via the processes noted above. 25

Item 2. Properties

Properties — owned and leased real estate

248 edited+273 added−165 removed305 unchanged
Au-Reka is currently in the process of advancing the full-scale underground mining phase of the Project and, during 2023-2024, baseline studies were conducted to support the federal permitting action which is expected to be an Environmental Impact Statement (EIS) through the BLM.
Au-Reka is currently in the process of advancing the full-scale underground mining permitting phase of the Project and, during 2023-2024, baseline studies were conducted to support the federal permitting action which is expected to be an Environmental Impact Statement (EIS) through the BLM.
Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve.
Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve.
Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives.
Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives.
Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in Premier's annual information form under the heading "Risk Factors".
Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in Premier's annual information form under the heading "Risk Factors".
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
All forward-looking information contained in this Presentation is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof.
All forward-looking information contained in this Presentation is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof.
Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives.
Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
To meet this requirement, GRE considered that major portions of the Granite Creek deposit are amenable for open pit extraction. To determine the quantities of material offering “reasonable prospects for economic extraction” by an open pit, GRE constructed open pit scenarios developed from the resource block model estimate using Whittle’s Lerchs-Grossman miner “Pit Optimizer” software.
To meet this requirement, GRE considered that major portions of the Granite Creek deposit are amenable for open pit extraction. 41 To determine the quantities of material offering “reasonable prospects for economic extraction” by an open pit, GRE constructed open pit scenarios developed from the resource block model estimate using Whittle’s Lerchs-Grossman miner “Pit Optimizer” software.
The most commonly used labs include the internal company labs of Newmont, Santa Fe, and Battle Mountain, as well as Chemex (now "ALS Chemex"). Sample preparation occurs at the analytical laboratories, and techniques vary depending upon laboratory and the type of analysis to be performed. Gold assays are commonly performed by two methods.
The most commonly used labs include the internal company labs of Newmont, Santa Fe, and Battle Mountain, as well as Chemex (now "ALS Chemex"). 96 Sample preparation occurs at the analytical laboratories, and techniques vary depending upon laboratory and the type of analysis to be performed. Gold assays are commonly performed by two methods.
Most holes intersect the mineralization at near-normal orientations. Sampling and Data Verification Since 2021, Carlin-type mineralization exploration samples have been submitted to ALS Minerals, an ISO/IEC 17025:2017 certified and accredited laboratory of Sparks, Nevada.
Most holes intersect the mineralization at near-normal orientations. Sampling, Analysis and Data Verification Since 2021, Carlin-type mineralization exploration samples have been submitted to ALS Minerals, an ISO/IEC 17025:2017 certified and accredited laboratory of Sparks, Nevada.
The open pit and underground Mineral Resource estimates for the Granite Creek Property have been prepared following the guidelines of S-K 1300 and in conformity with generally accepted "CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines 2019".
The open pit and underground Mineral Resource estimates for the Granite Creek Property have been prepared following the guidelines of S-K 1300 and also in conformity with generally accepted "CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines 2019".
The age of the Redwood Fault is not known, but certain evidence suggests that it pre-dates the Sonoma Orogeny. Mineralized structures have been identified in the hanging wall of the Wayne Zone, and within the footwall of both the Wayne Zone and the Sequoia Zone.
The age of the Redwood Fault is not known, but certain evidence suggests that it pre-dates the Sonoma Orogeny. 93 Mineralized structures have been identified in the hanging wall of the Wayne Zone, and within the footwall of both the Wayne Zone and the Sequoia Zone.
The Mineral Resource estimates include Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves under the S-K 1300 CIM definition standards.
The Mineral Resource estimates include Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves under the S-K 1300 or CIM definition standards.
Criteria for Reasonable Prospect for Economic Extraction The requirement, “reasonable prospects for economic extraction,” generally implies that the quantity and grade estimates meet certain economic thresholds and that the mineral resources are reported at a cutoff grade considering appropriate extraction scenarios and processing recoveries.
Criteria for Reasonable Prospects for Economic Extraction The requirement, “reasonable prospects for economic extraction,” generally implies that the quantity and grade estimates meet certain economic thresholds and that the mineral resources are reported at a cutoff grade considering appropriate extraction scenarios and processing recoveries.
Gold mineralization at the Granite Creek Property is primarily hosted in the Comus Formation. Property Geology The Granite Creek Property is located on the eastern flank of a large Cretaceous granodiorite stock that forms the southern core of the Osgood Mountains.
Gold mineralization at the Granite Creek Property is primarily hosted in the Comus Formation. 35 Property Geology The Granite Creek Property is located on the eastern flank of a large Cretaceous granodiorite stock that forms the southern core of the Osgood Mountains.
A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction.
A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction.
Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in the Company’s annual information form under the heading "Risk Factors".
Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in Premier's annual information form under the heading "Risk Factors".
Mineral Resources have been classified in accordance with the "Definition Standards for Mineral Resources and Mineral Reserves" adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Council on May 10, 2014.
Mineral Resources have also been classified in accordance with the "Definition Standards for Mineral Resources and Mineral Reserves" adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Council on May 10, 2014.
The Lone Tree processing facilities were shut down at the end of 2007. Since that time, the mills have been rotated on a regular basis to lubricate the bearings.
The Lone Tree autoclave processing facilities were shut down at the end of 2007. Since that time, the mills have been rotated on a regular basis to lubricate the bearings.
The Company has also caused to be prepared the NI 43-101 technical report for the Granite Creek titled “Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, USA” with an effective date of December 31, 2024 (the “43-101 Granite Creek Report”) which was prepared by Global Resource Engineering, Ltd. and Practical Mining, LLC.
The Company has also caused to be prepared the NI 43-101 technical report for the Granite Creek titled “Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, USA” with an effective date of December 31, 2024 which was prepared by Global Resource Engineering, Ltd. and Practical Mining, LLC.
The Company has also caused to be prepared the NI 43-101 technical report for the Cove Project titled “NI 43-101 Preliminary Economic Assessment for the Cove Project, Lander County, Nevada” with an effective date of December 31, 2024] (the “43-101 Cove Report”) which was prepared by Practical Mining LLC and TR Raponi Consulting LTD.
The Company has also caused to be prepared the NI 43-101 technical report for the Cove Project titled “NI 43-101 Preliminary Economic Assessment for the Cove Project, Lander County, Nevada” with an effective date of December 31, 2024 which was prepared by Practical Mining LLC and TR Raponi Consulting LTD.
Class Script Condition au_dist (ft) au_ndh au_nn_dist (ft) Indicated if at least 2 50 or less Inferred elseif at least 2 None default Significant parameters used in the gold and silver estimations included: 1. Only composites with a value of greater than or equal to zero were used; 2.
Classification Conditions Class Script Condition au_dist (ft) au_ndh au_nn_dist (ft) Indicated if at least 2 50 or less Inferred elseif at least 2 None default Significant parameters used in the gold and silver estimations included: 1. Only composites with a value of greater than or equal to zero were used; 2.
These claims are subject to the Royal Gold Royalty and the PMC Royalty as described below, and are also subject to a royalty initially held by Kate Murphy et al. Fee Lands The Corporation, through Osgood LLC, owns a 100% interest in Sections 29 and 33, Township 38 North, Range 42 East.
These claims are subject to the Royal Gold Royalty and the PMC Royalty as described below, and are also subject to a royalty initially held by Kate Murphy et al. Fee Lands - Osgood LLC owns a 100% interest in Sections 29 and 33, Township 38 North, Range 42 East.
Source - 2005 LT Summary.xls 5. Source - Lone Tree Statistics (1998 - H1 2019).xlsx. 6. Source - 2.4.4.1.3 Brooks leach curve EA.25.xlsx and i-80 Pad Tracking LoneTree.xlsx Mineral Resource Estimates The estimated mineral resources are presented in the table below.
Source - 2005 LT Summary.xls 5. Source - Lone Tree Statistics (1998 - H1 2019).xlsx. 6. Source - 2.4.4.1.3 Brooks leach curve EA.25.xlsx and i-80 Pad Tracking LoneTree.xlsx 98 Mineral Resource and Mineral Reserve Estimates The estimated mineral resources are presented in the table below.
(8) Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences. Criteria for Reasonable Prospect for Economic Extraction To meet the RPEE criteria, an optimized pit shell was created within which all blocks will be considered as resources.
(7) Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences. Criteria for Reasonable Prospect for Economic Extraction To meet the RPEE criteria, an optimized pit shell was created within which all blocks will be considered as resources.
The Company has also caused to be prepared the NI 43-101 technical report for the Lone Tree Project titled “Technical Report on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” with an effective date of December 31, 2024] (the “43-101 Lone Tree Report”) which was prepared by GeoGlobal LLC.
The Company has also caused to be prepared the NI 43-101 technical report for the Lone Tree Project titled “Technical Report on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” with an effective date of December 31, 2024 which was prepared by GeoGlobal LLC.
The BEE DEE Lease Agreement expires on May 9, 2040. These claims are subject to a 2% net mint or smelter returns ("NSR") royalty in favor of the lessors pursuant to the BEE DEE Lease Agreement, as well as the Royal Gold Royalty and the PMC Royalty as described below.
The BEE DEE Lease Agreement expires on May 9, 2040. These claims are subject to a 2% net mint or smelter returns ("NSR") royalty in favor of the lessors pursuant to the BEE DEE Lease Agreement, as well as the Royal Gold Royalty and the PMC Royalty.
This parcel is subject to the Royal Gold Royalty and the PMC Royalty as described below, as well as a royalty tied to PMC's purchase of the land. The Corporation, through Osgood LLC, owns a 100% interest in Section 21, Township 38 North, Range 42 East.
This parcel is subject to the Royal Gold Royalty and the PMC Royalty as described below, as well as a royalty tied to PMC's purchase of the land. Osgood LLC owns a 100% interest in Section 21, Township 38 North, Range 42 East.
Section 21 is subject to the Royal Gold Royalty, and the PMC Royalty, as well as the NGM royalty as described below. The Corporation, through Premier USA, owns a 100% interest in Section 31, Township 38 North, Range 42 East. Royalties The Granite Creek Property is subject to several royalties.
Section 21 is subject to the Royal Gold Royalty, and the PMC Royalty, as well as the NGM royalty as described below. Premier USA owns a 100% interest in Section 31, Township 38 North, Range 42 East. Royalties - The Granite Creek Property is subject to several royalties.
Open Pit Mine Financial Statistics After Tax Economic Measure Value Gold price (US$/oz) $2,175 Silver price (US$/oz) $27.25 Mine life (years) 10 Average mineralized mining rate (tons/day) 11,023 Average mineralized mining rate (tonnes/day) 10,000 Average grade (oz/t Au) 0.036 Average grade (g/t Au) 1.25 Average gold recovery (CIL %) 86.6% Average annual gold production (koz) 110 Total recovered gold (koz) 1,120 Initial Capital (Millions) $234.0 Sustaining capital (M$) $30.3 All-in Sustaining Cost ($/oz Au produced) $1,227.4 Cash Cost ($/oz Au produced) $1,180.5 After Tax NPV@5% (millions) $417.2 After Tax IRR 28.7% Underground Mine Financial Statistics After Tax Economic Measure With Inferred Without Inferred Gold price (US$/oz) $2,175 Silver price (US$/oz) $27.25 Mine life (years) 8 Average mineralized mining rate (tons/day) 435 225 Average mineralized mining rate (tonnes/day) 395 204 Average grade (oz/t Au) 0.339 0.292 Average grade (g/t Au) 11.6 10 Average gold recovery (autoclave %) 78% 78% Average annual gold production (koz) 52 23 Total recovered gold (koz) 418 186 Sustaining capital (M$) $88.8 $88.8 Cash cost (US$/oz) 1 $1,366 $1,699 All-in sustaining cost (US$/oz) 1,2 $1,597 $2,217 Project after-tax NPV 5% (M$) $155 ($30) Project after-tax NPV 8% (M$) $135 ($33) Project after-tax IRR 84% -12.7% 1.
Open Pit Mine Financial Statistics After Tax Economic Measure Value Gold price (US$/oz) $2,175 Silver price (US$/oz) $27.25 Mine life (years) 10 Average mineralized mining rate (tons/day) 11,023 Average mineralized mining rate (tonnes/day) 10,000 Average grade (oz/t Au) 0.036 Average grade (g/t Au) 1.25 Average gold recovery (CIL %) 86.6% Average annual gold production (koz) 110 Total recovered gold (koz) 1,120 Initial Capital (Millions) $234.0 Sustaining capital (M$) $30.3 All-in Sustaining Cost ($/oz Au produced) $1,227.4 Cash Cost ($/oz Au produced) $1,180.5 After Tax NPV@5% (millions) $417.2 After Tax IRR 28.7% 48 Underground Mine Financial Statistics After Tax Economic Measure With Inferred Without Inferred Gold price (US$/oz) $2,175 Silver price (US$/oz) $27.25 Mine life (years) 8 Average mineralized mining rate (tons/day) 435 225 Average mineralized mining rate (tonnes/day) 395 204 Average grade (oz/t Au) 0.339 0.292 Average grade (g/t Au) 11.6 10 Average gold recovery (autoclave %) 78% 78% Average annual gold production (koz) 52 23 Total recovered gold (koz) 418 186 Sustaining capital (M$) $88.8 $88.8 Cash cost (US$/oz) 1 $1,366 $1,699 All-in sustaining cost (US$/oz) 1,2 $1,597 $2,217 Project after-tax NPV 5% (M$) $155 ($30) Project after-tax NPV 8% (M$) $135 ($33) Project after-tax IRR 84% -12.7% Payback Period 3.2 Years NA Profitability Index 5% 3 12.6 0.7 1.
The estimation search parameters are listed below and discusses in Section 11.8 of the Cove Technical Report. 36 Table of C o ntents Estimation Parameters Zone Mineral Lens Code Bearing Plunge Dip Major Search Axis (ft) Semi-major Search Axis (ft) Minor Search Axis (ft) Min Samp Max Samp CSD_GAP 220X 315 4.8 10.3 300 300 100 1 3 GAP Hybrid 500X 315 5.0 0.0 300 300 100 1 3 CSD 110X 315 6.3 7.1 300 300 100 1 3 Upper Helen 310X 315 10.7 7.0 300 300 100 1 3 Upper Helen Wedge 330X 315 6.2 -7.4 300 300 100 1 3 Lower Helen 320X 315 0.0 0.0 300 300 100 1 3 Lower Helen Wedge 340X 315 -1.5 0.0 300 300 100 1 3 2201 high angle vein 1 1301 342 0.0 73.6 300 300 300 1 3 2201 high angle vein 2 1302 342 0.0 73.6 300 300 300 1 3 2201 high angle vein 3 1303 322 0.0 73.6 300 300 300 1 3 2201 low angle 140X 315 7.6 15.7 300 300 100 1 3 Low_CSD_GAP and GAP Hybrid 22000 315 4.8 10.3 300 300 100 1 3 Low_CSD 11000 315 6.3 7.1 300 300 100 1 3 Low_Upper Helen 31000 315 10.7 7.0 300 300 100 1 3 Low_Upper Helen Wedge 33000 315 6.2 -7.4 300 300 100 1 3 Low_Lower Helen 32000 315 0.0 0.0 300 300 100 1 3 Low_Lower Helen Wedge 34000 315 -1.5 0.0 300 300 100 1 3 Low_NE of CR fault 10000 315 0.0 0.0 300 300 100 1 3 Low_Other_1100X 1100X 315 6.3 7.1 300 300 100 1 3 Low_Other_2200X 2200X 315 4.8 10.3 300 300 100 1 3 Low_Other_3300X 3300X 315 6.2 -7.4 300 300 100 1 3 Low_Other_3400X 3400X 315 -1.5 0.0 300 300 100 1 3 A script was run on the estimated block model to populate the classification variable.
The estimation search parameters are listed below and discusses in Section 11.8 of the Cove Technical Report. 79 Table of Contents Estimation Parameters Zone Mineral Lens Code Bearing Plunge Dip Major Search Axis (ft) Semi-major Search Axis (ft) Minor Search Axis (ft) Min Samp Max Samp CSD_GAP 220X 315 4.8 10.3 300 300 100 1 3 GAP Hybrid 500X 315 5.0 0.0 300 300 100 1 3 CSD 110X 315 6.3 7.1 300 300 100 1 3 Upper Helen 310X 315 10.7 7.0 300 300 100 1 3 Upper Helen Wedge 330X 315 6.2 -7.4 300 300 100 1 3 Lower Helen 320X 315 0.0 0.0 300 300 100 1 3 Lower Helen Wedge 340X 315 -1.5 0.0 300 300 100 1 3 2201 high angle vein 1 1301 342 0.0 73.6 300 300 300 1 3 2201 high angle vein 2 1302 342 0.0 73.6 300 300 300 1 3 2201 high angle vein 3 1303 322 0.0 73.6 300 300 300 1 3 2201 low angle 140X 315 7.6 15.7 300 300 100 1 3 Low_CSD_GAP and GAP Hybrid 22000 315 4.8 10.3 300 300 100 1 3 Low_CSD 11000 315 6.3 7.1 300 300 100 1 3 Low_Upper Helen 31000 315 10.7 7.0 300 300 100 1 3 Low_Upper Helen Wedge 33000 315 6.2 -7.4 300 300 100 1 3 Low_Lower Helen 32000 315 0.0 0.0 300 300 100 1 3 Low_Lower Helen Wedge 34000 315 -1.5 0.0 300 300 100 1 3 Low_NE of CR fault 10000 315 0.0 0.0 300 300 100 1 3 Low_Other_1100X 1100X 315 6.3 7.1 300 300 100 1 3 Low_Other_2200X 2200X 315 4.8 10.3 300 300 100 1 3 Low_Other_3300X 3300X 315 6.2 -7.4 300 300 100 1 3 Low_Other_3400X 3400X 315 -1.5 0.0 300 300 100 1 3 A script was run on the estimated block model to populate the classification variable.
South Pacific Zone The South Pacific Zone (SPZ) is a northeast trending and southeast dipping zone of high-grade fault-bound mineralization with a northeast plunge of 45o. The mineralization is controlled by the along-strike and down-dip extent of the Otto fault.
South Pacific Zone The South Pacific Zone (SPZ) is a northeast trending and southeast dipping zone of high-grade fault-bound mineralization with a northeast plunge of 45°. The mineralization is controlled by the along-strike and down-dip extent of the Otto fault.
The arsenic-bearing (assumed to also be gold-bearing) pyrite in the Helen are generally finer-grained, less euhedral and more poorly zoned than the arsenic-bearing CSD zone pyrite. The complicated nature of the mineralized pyrite at the CSD zone is suggestive of a more complex and long-lasting mineralizing event in comparison to the seemingly simple Helen mineralization.
The arsenic-bearing (assumed to also be gold-bearing) pyrite in the Helen are generally finer-grained, less euhedral and more poorly zoned than the arsenic-bearing CSD zone pyrite. The complicated nature of the mineralized pyrite at the CSD zone is suggestive of a more complex and long-lasting mineralizing event in comparison to 75 Table of Contents the seemingly simple Helen mineralization.
The Mineral Point Trend is 9,000 ft long, 2,400 ft wide and up to 500 ft thick. The top of the Mineral Point Trend is near surface at its south end and 500 ft below surface at its north end.
The Mineral Point Trend is 10,000 ft long, 2,400 ft wide and up to 500 ft thick. The top of the Mineral Point Trend is near surface at its south end and 500 ft below surface at its north end.
Drilling All drilling since January 2023 has been conducted from recently mined underground drill platforms for resource conversion of the Helen and Gap zones. The drill project is ongoing and is not included in the resource. The resource will be updated in 2025 to include the resource conversion holes now that the drill project is complete.
Exploration & Drilling All drilling since January 2023 has been conducted from recently mined underground drill platforms for resource conversion of the Helen and Gap zones. The drill project is ongoing and is not included in the resource. The resource will be updated in 2026 to include the resource conversion holes now that the drill project is complete.
Sampling, Analysis and Data Verification Sampling methodology and security are discussed in Section titled " Drilling " of this Schedule "C", as part of the drilling procedures practiced by Newmont. Sample Preparation and Analysis Exploration drill holes were assayed at a variety of accredited laboratories throughout the life of the Lone Tree mine.
Sampling, Analysis and Data Verification Sampling methodology and security are discussed in Section titled " Drilling ", as part of the drilling procedures practiced by Newmont. Sample Preparation and Analysis Exploration drill holes were assayed at a variety of accredited laboratories throughout the life of the Lone Tree mine.
The default value was defined as ‘none’, which was over-written by indicated or inferred where the required conditions were satisfied. The conditions of the classification script are listed in the chart below.
The default value was defined as ‘none’, which was over-written by indicated or inferred where the required conditions were satisfied. The conditions of the classification script are listed below.
Reasonable Prospects for Eventual Economic Extraction A mineral resource optimized LG pit shell was constructed to define the portion of the Mineral Point resource having reasonable prospects for eventual economic extraction (RPEEE) amenable to open pit mining and processing by heap leaching using the 25 ft x 25 ft x 25 ft block model.
Criteria for Reasonable Prospects for Economic Extraction A mineral resource optimized LG pit shell was constructed to define the portion of the Mineral Point resource having reasonable prospects for economic extraction amenable to open pit mining and processing by heap leaching using the 25 ft x 25 ft x 25 ft block model.
During the ten years of operation prior to the acquisition by i-80, Newmont did not conduct any comprehensive metallurgical studies on ore from the Lone Tree deposit. Since its acquisition in 2021, i-80 has not conducted any metallurgical tests or pilot studies on Lone Tree ore(s).
During the ten years of operation prior to the acquisition by i-80, Newmont did not conduct any comprehensive metallurgical studies on material from the Lone Tree deposit. Since its acquisition in 2021, i-80 has not conducted any metallurgical tests or pilot studies on Lone Tree material.
Except as otherwise stated, the scientific and technical information relating to the Granite Creek Project contained in this Form 10-K is derived from the S-K 1300 report for the Granite Creek Complex titled “Initial Assessment of the Granite Creek Mine, Humboldt County, NV” effective December 31, 2024 prepared by Practical Mining LLC., TR Raponi Consulting Ltd. and Montgomery & Associates, none of whom are affiliated with the Company.
Except as otherwise stated, the scientific and technical information relating to the Granite Creek Project contained in this Form 10-K is derived from the S-K 1300 report for the Granite Creek Complex titled “Initial Assessment of the Granite Creek Mine, Humboldt County, NV” effective December 31, 2024 prepared by Practical Mining LLC., TR Raponi Consulting Ltd. and Global Resource Engineering, none of whom are affiliated with the Company.
Most of the remaining mineralization in Lone Tree is expected to be sulfidic and require autoclave pretreatment to facilitate gold leaching. Some low grade oxide and high grade oxide ores are also expected but not valued as significant in this study.
Most of the remaining mineralization in Lone Tree is expected to be sulfidic and require autoclave pretreatment to facilitate gold leaching. Some low-grade oxide and high-grade oxide material is also expected but not valued as significant in this study.
Augusta Mountain Formation – Smelser Pass Member; 8. Tuff of Cove Mine; 9. Intrusive Igneous Rocks; 10. Quaternary Alluvium. Structural Geology Deposits on the McCoy-Cove Property are related to specific structural features. 1.
Augusta Mountain Formation – Smelser Pass Member; 8. Tuff of Cove Mine; 9. Intrusive Igneous Rocks; 10. Quaternary Alluvium. 74 Table of Contents Structural Geology Deposits on the McCoy-Cove Property are related to specific structural features. 1.
At the Granite Creek Property, Cambrian to Ordovician siliciclastic and carbonate rocks have been intruded by the Cretaceous Osgood Mountain granodiorite, resulting in the formation of largemetamorphosed aureoles with development of several tungsten-bearing skarns.
At the Granite Creek Property, Cambrian to Ordovician siliciclastic and carbonate rocks have been intruded by the Cretaceous Osgood Mountain granodiorite, resulting in the formation of large, metamorphosed aureoles with development of several tungsten-bearing skarns.
Recoveries and Material Types or Lone Tree Mine Definition Process 2005 Actual 4 (%) Life of Property Actual (% Proposed Au Recovery 1 (%) Lone Tree High Grade Oxide ore CIP/CIL 94.2 NA 60 Lone Tree High Grade Sulfidic Ore Autoclave/CIL 2 94.6 93.05 5 % 94.9 Lone Tree Concentrates Autoclave/CIL 91 NA 93.9 Lone Tree Low Grade Sulfides Flotation 3 77.52 81.35 5 % 78.59 Lone Tree Low Grade Oxides Heap Leach NA 81 6 % 67.3 Lone Tree Leach Grade Sulfides Heap Leach NA NA 63.6 1.
Recoveries and Material Types at Lone Tree Mine Definition Process 2005 Actual 4 (%) Life of Property Actual (%) Proposed Au Recovery 1 (%) Lone Tree High Grade Oxide CIP/CIL 94.2 NA 60 Lone Tree High Grade Sulfidic Ore Autoclave/CIL 2 94.6 93.05% 5 94.9 Lone Tree Concentrates Autoclave/CIL 91 NA 93.9 Lone Tree Low Grade Sulfide Flotation 3 77.52 81.35% 5 78.59 Lone Tree Low Grade Oxide Heap Leach NA 81% 6 67.3 Lone Tree Leach Grade Sulfide Heap Leach NA NA 63.6 1.
Echo Bay drilled 458 reverse circulation ("RC") holes totaling 315,000 feet from January 1987 through June 1988, and 51 core holes totaling approximately 65,800 feet through 1989. In 1999, Echo Bay drilled eight surface drill holes totaling 6,700 feet on the Cove South Deep ("CSD") deposit.
Echo Bay drilled 458 reverse circulation ("RC") holes totaling 315,000 feet from January 1987 through June 1988, and 51 core holes totaling approximately 65,800 feet through 1989. 73 Table of Contents In 1999, Echo Bay drilled eight surface drill holes totaling 6,700 feet on the Cove South Deep ("CSD") deposit.
The Corporation, through Osgood LLC and Premier USA, owns a 11/12 interest in the Pinson #1A-18A mining claims located in Section 32, Township 38 North, Range 42 East. 1/2 interest is held by Premier Gold Mines USA, Inc. The remaining 1/12 interest is owned by Michael Murphy, and is not leased by Osgood LLC.
Osgood LLC and Premier USA own a 11/12 interest in the Pinson #1A-18A mining claims located in Section 32, Township 38 North, Range 42 East. 1/2 interest is held by Premier Gold Mines USA, Inc. The remaining 1/12 interest is owned by Michael Murphy, and is not leased by Osgood LLC.
Many structures controlling gold mineralization are moderate to high angle, west- or east-dipping normal faults or fractures. 65 Table of C o ntents Some lower-angle mineralized structures, which are thought to have been re-activated during extension, have been noted. As within the Wayne Zone, mineralization most often occurs at the intersection of NNW and NNE-trending faults of varying dip angles.
Many structures controlling gold mineralization are moderate to high angle, west- or east-dipping normal faults or fractures. Some lower-angle mineralized structures, which are thought to have been re-activated during extension, have been noted. As within the Wayne Zone, mineralization most often occurs at the intersection of NNW and NNE-trending faults of varying dip angles.
The high Au/Ag ratios and lack of base metals have been used to differentiate Carlin-type Deposits from other sedimentary rock-hosted deposits in northern Nevada such as Lone Tree, Nevada, which are classified as pluton-related or distal-disseminated Ag- Au. 64 Table of C o ntents Regional tectonic activities in northern Nevada, occurred over a period of two billion years starting with Precambrian rocks occurring in the East Humboldt.
The high Au/Ag ratios and lack of base metals have been used to differentiate Carlin-type Deposits from other sedimentary rock-hosted deposits in northern Nevada such as Lone Tree, Nevada, which are classified as pluton-related or distal-disseminated Ag- Au. 92 Regional tectonic activities in northern Nevada, occurred over a period of two billion years starting with Precambrian rocks occurring in the East Humboldt.
In June 2012, Premier entered into an agreement to acquire the lease of the McCoy-Cove Property from Victoria and subsequently acquired a 100% interest in the land package from Newmont in September 2014. 31 Table of C o ntents Modern exploration for copper and gold in the McCoy Mining District started in the 1960s by Bear Creek Mining Company and Pilot Exploration drilling in 1967.
In June 2012, Premier entered into an agreement to acquire the lease of the McCoy-Cove Property from Victoria and subsequently acquired a 100% interest in the land package from Newmont in September 2014. Modern exploration for copper and gold in the McCoy Mining District started in the 1960s by Bear Creek Mining Company and Pilot Exploration drilling in 1967.
A profitability index of 1 indicates breakeven; 59 Table of C o ntents 4. This IA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the IA will be realized.
A profitability index of 1 indicates breakeven; 4. This IA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the IA will be realized.
The comparison of the Mineral Resources as of December 31, 2023 and December 31, 2024 can be found in the table below.
The comparison of the Mineral Resources as of December 31, 2024 and December 31, 2025 can be found in the table below.
The associated Bond was accepted by the Bureau of Land Management (BLM) on August 8, 2023 and covers authorized disturbance associated with issued permits for Ruby Hill (RHMC 2023). There are no other known environmental liabilities associated with pre-Project operations. RHMC controls a total of 8,107-acre feet per annum (AFA) of water rights for consumption and occupation.
The associated surety bond was accepted by the Bureau of Land Management (BLM) on March 31, 2025, and covers authorized disturbance associated with issued permits for Ruby Hill. There are no other known environmental liabilities associated with pre-Project operations. RHMC controls a total of 8,107-acre feet per annum (AFA) of water rights for consumption and occupation.
These claims were initially staked by Pinson Mining Company ("PMC") and are subject to the Royal Gold Royalty and the PMC Royalty as described below. The Corporation, through Osgood LLC, controls a 100% interest in the BEE DEE group of claims (56 mining claims) through a mining lease agreement with Franco-Nevada U.S.
These claims were initially staked by Pinson Mining Company ("PMC") and are subject to the Royal Gold Royalty and the PMC Royalty. 32 Osgood LLC controls a 100% interest in the BEE DEE group of claims (56 mining claims) through a mining lease agreement with Franco-Nevada U.S.
Individual stope lengths can vary from a minimum of 20 feet to a maximum of 100 feet. 82 Table of C o ntents (9) An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
Individual stope lengths can vary from a minimum of 20 feet to a maximum of 100 feet. (9) An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
The main parameters for pit shell construction are a gold price of $2,175/oz Au, a silver price of $26.00/oz, average gold recovery of 77%, average silver recovery of 40%, open pit mining costs of $3.31/tonne, heap leach average processing costs of $3.47/tonne, general and administrative cost of $0.83/tonne processed, gold refining cost of $1.85/oz, silver refining cost of $0.50, and a 3% royalty.
The main parameters for pit shell construction are a gold price of $2,175/oz Au, a silver price of $26.00/oz, average gold recovery of 77%, average silver recovery of 40%, open pit mining costs of $3.31/tonne, heap leach average processing costs of $3.47/tonne, general and administrative cost of $0.83/tonne processed, gold refining cost of $1.85/oz, silver refining cost of $0.50, and a 3% royalty; metal price determinations were from 2024 Q3.
The laydown area will contain the mine office, maintenance shop, equipment wash down bay, fuel and oil storage, employee dry facilities and warehouse. 38 Table of C o ntents Backfill Backfill material for unconsolidated waste fill can be obtained from any suitable source, such as development waste, open pit waste dumps or leach pads.
Mine Facilities The laydown area of the mine will contain the main office, maintenance shop, equipment wash down bay, fuel and oil storage, employee dry facilities and warehouse. Backfill Backfill material for unconsolidated waste fill can be obtained from any suitable source, such as development waste, open pit waste dumps or leach pads.
Mineral Resource Estimates The mineral resource estimate presented herein has been prepared following the guidelines of S-K 1300 as well as NI 43-101 and Form 43-101F1 and in conformity with generally accepted "CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines 2019".
Whole ore pressure oxidation Mineral Resource and Mineral Reserve Estimates The mineral resource estimate presented herein has been prepared following the guidelines of S-K 1300 as well as NI 43-101 and Form 43-101F1 and in conformity with generally accepted "CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines 2019".
The second method is to pulp the sample, add a lead litharge charge, and fire the sample in a furnace ("fire assay"). The resulting metal bead containing gold is then dissolved in acid and analyzed. 69 Table of C o ntents In general fire assays with an atomic absorption or gravimetric finish were standard using 1-assay ton samples.
The second method is to pulp the sample, add a lead litharge charge, and fire the sample in a furnace ("fire assay"). The resulting metal bead containing gold is then dissolved in acid and analyzed. In general fire assays with an atomic absorption or gravimetric finish were standard using 1-assay ton samples.
Carlin-Type Gold Deposits Gold and silver mineralization within the Ruby Hill deposits is predominantly attributed to a Carlin-type overprint interpreted to temporally coincide with the onset of extensional tectonics and Eocene-Oligocene magmatism. 80 Table of C o ntents The structural setting, alteration mineralogy, and mineralization characteristics of the Ruby Hill gold deposits is consistent with Carlin-type deposits.
Carlin - Type Gold Deposits - Gold and silver mineralization within the Ruby Hill deposits is predominantly attributed to a Carlin-type overprint interpreted to temporally coincide with the onset of extensional tectonics and Eocene-Oligocene magmatism. The structural setting, alteration mineralogy, and mineralization characteristics of the Ruby Hill gold deposits is consistent with Carlin-type deposits.
Mineral Resources have been estimated at a gold price of $2,175 per troy ounce and a silver price of $27.25 per ounce. 2. Mineral Resources have been estimated using gold metallurgical recoveries of 85.2% to 94.2% for pressure oxidation. Payment for refractory mineralization sold to a third party is 58%.
Mineral Resources have been estimated at a gold price of $2,175 per troy ounce and a silver price of $27.25 per ounce. Metal price determinations were from 2024 Q3. 2. Mineral Resources have been estimated using gold metallurgical recoveries of 85.2% to 94.2% for pressure oxidation. Payment for refractory mineralization sold to a third party is 58%.
The geologist re-confirms both azimuth and dip once the rig is lined up on the drill pad using a Brunton compass. After drilling is complete, holes are abandoned and marked with a metal tag cemented into the collar. A final collar location survey is performed by a professional contract surveyor.
The geologist re-confirms both azimuth and dip once the rig is lined up on the drill pad using a Brunton compass. After drilling is complete, holes are abandoned and marked with a metal tag cemented into the collar. A final collar location survey is performed by a professional contract surveyor. A UTM NAD83 Zone 11N coordinate system is used.
The geologist completes a sample submittal sheet. The assay lab driver picks up the samples from the Lone Tree core shed and is given a chain of custody form with sample ID’s for the shipment. An electronic copy of the sample submittal form is emailed to the assay lab.
The geologist completes a sample submittal sheet. The assay lab driver picks up the samples from the Lone Tree core shed and is given a chain of custody form with sample ID’s for the shipment.
Granite Creek Project – Active Permits Permit Name Agency Permit Number Plan of Operations Granite Creek Mine Project BLM NVN-064101 Class II Air Quality Operating Permit NDEP-BAPC AP1041-3086.02 Mercury Operating Permit to Construct NDEP-BAPC MOPTC AP1041-3089 (De Minimis) Water Pollution Control Permit - Rapid Infiltration Basins NDEP-BMRR NEV2005102 Water Pollution Control Permit - Granite Creek Mine NDEP-BMRR NEV2005103 Mine Reclamation Permit NDEP-BMRR 47 Granite Creek UG Mine Reclamation Permit NDEP-BMRR 242 Mining Stormwater General Permit NDEP-BWPC NVR300000: MSW-42365 Onsite Sewage Disposal System NDEP-BWPC GNEVOSDS09S0177 Hazardous Materials Storage Permit Nevada State Fire Marshal 12441012106 Waters of the United States Jurisdictional Determination USACE Request for Approved Jurisdictional Determination (AJD) submitted to USACE November 2022 The project site has full water rights for Granite Creek, the largest drainage that crosses the property.
These permits do not permit on-site mineral processing, nor the large-scale storage of mine waste. 44 Granite Creek Project – Active Permits Permit Name Agency Permit Number Plan of Operations Granite Creek Mine Project BLM NVN-064101 Class II Air Quality Operating Permit NDEP-BAPC AP1041-3086.02 Mercury Operating Permit to Construct NDEP-BAPC MOPTC AP1041-3089 (De Minimis) Water Pollution Control Permit - Rapid Infiltration Basins NDEP-BMRR NEV2005102 Water Pollution Control Permit - Granite Creek Mine NDEP-BMRR NEV2005103 Mine Reclamation Permit NDEP-BMRR 0047 Granite Creek UG Mine Reclamation Permit NDEP-BMRR 0242 Mining Stormwater General Permit NDEP-BWPC NVR300000: MSW-42365 Onsite Sewage Disposal System NDEP-BWPC GNEVOSDS09S0177 Hazardous Materials Storage Permit Nevada State Fire Marshal 12441012106 Waters of the United States Jurisdictional Determination USACE Request for Approved Jurisdictional Determination (AJD) submitted to USACE November 2022 The project site has full water rights for Granite Creek, the largest drainage that crosses the property.
It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category. A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category.
Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category. A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category.
The data provided by NGM is suitable to be used as the basis of a mineral resource estimate that can be used in future studies on the Lone Tree Properties. 70 Table of C o ntents Mineral Processing and Metallurgical Testing Oxide Heap Leach Newmont did a metallurgical study on ore from the Brooks deposit which was mined and processed between 2015 and 2020.
The data provided by NGM is suitable to be used as the basis of a mineral resource estimate that can be used in future studies on the Lone Tree Properties Mineral Processing and Metallurgical Testing Newmont did a metallurgical study on ore from the Brooks deposit which was mined and processed between 2015 and 2020.
Local Geology The geology at the Granite Creek Property is typified by folded Cambrian to Ordovician sedimentary rocks that have been intruded by Cretaceous stocks, which have been cross-cut by later high-angle structural deformation. It is suggested that the high angle faulting is related to the Basin and Range extension.
These units are unconformably overlain by Miocene volcanic rocks. Local Geology The geology at the Granite Creek Property is typified by folded Cambrian to Ordovician sedimentary rocks that have been intruded by Cretaceous stocks, which have been cross-cut by later high-angle structural deformation. It is suggested that the high angle faulting is related to the Basin and Range extension.
Except as otherwise stated, the scientific and technical information relating to the Lone Tree Project contained in this Form 10-K is derived from the S-K 1300 report for the Lone Tree Project titled “S-K 1300 Technical Report Summary on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” effective December 31, 2024 prepared by GeoGlobal which is not affiliated with the Company.
Except as otherwise stated, the scientific and technical information relating to the Lone Tree Project contained in this Form 10-K is derived from the S-K 1300 report for the Lone Tree Project titled “S-K 1300 Technical Report Summary on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” effective December 31, 2024 prepared by GeoGlobal LLC, Abani R.
Geology and Mineral Resource Regional Geology The McCoy-Cove Property is located in the central Nevada portion of the Basin and Range Province, which underwent regional extension during the Tertiary Period, creating the present pattern of alternating largely fault bounded ranges separated by alluvial filled valleys.
Geological Setting, Mineralization and Deposit Types Regional Geology The McCoy-Cove Property is located in the central Nevada portion of the Basin and Range Province, which underwent regional extension during the Tertiary Period, creating the present pattern of alternating largely fault bounded ranges separated by alluvial filled valleys.
A bond in the amount of approximately $1 million is held by the Bureau of Land Management (BLM) to address reclamation activities associated with the underground mine while an additional approximately $2 million bond is held for surface reclamation activities.
A bond in the amount of approximately $2.62 million is held by the Nevada of Environmental Protection (NDEP) to address reclamation activities associated with the underground mine while an additional approximately $3.1 million bond is held by the Bureau of Land Management (BLM) for surface reclamation activities.
(3) Mineral resources are reported at a 0.30g/t cut-off, an assumed gold price of $2,040 $/per troy ounce using variable recovery, a slope angle of 41 degrees, 6% royalty, heap leach processing cost of $9.04 per tonne (includes admin) and CIL processing cost of $17.22 per tonne (includes admin).. (4) The reference point is in situ.
(3) Mineral resources are reported in grams per metric tonne (g/t) at a 0.30g/t cut-off, an assumed gold price of $2,040 $/per troy ounce using variable recovery, a slope angle of 41 degrees, 6% royalty, heap leach processing cost of $9.04 per tonne (includes admin) and CIL processing cost of $17.22 per tonne (includes admin).
Gold is associated with low Ag:Au ( 66 Table of C o ntents Exploration Exploration History Prospecting around Lone Tree Hill is believed to have started in the middle 1860's when the construction of the Central Pacific portion of the Transcontinental Railroad started about 3 kilometers northeast of the Lone Tree Properties.
Gold is associated with low Ag:Au ( 94 Exploration & Drilling Exploration History Prospecting around Lone Tree Hill is believed to have started in the middle 1860's when the construction of the Central Pacific portion of the Transcontinental Railroad started about 3 kilometers northeast of the Lone Tree Properties.
The few samples studied from the Gap under the scanning electron microscope ("SEM") suggest it shares more in common with the CSD zone, though its silver content is lower overall. 33 Table of C o ntents 2.
The few samples studied from the Gap under the scanning electron microscope ("SEM") suggest it shares more in common with the CSD zone, though its silver content is lower overall. 2.
(5) Mineral Resources are stated as in-situ with no consideration for planned or unplanned external mining dilution. (6) The contained gold estimates in the Mineral Resource table have not been adjusted for metallurgical recoveries. (7) Units shown are in Million Tonnes (MT), grams per metric tonne (g/T), and thousands of ounces of contained gold (K ozs).
Metal price determinations were from 2024 Q3.Mineral Resources are stated as in-situ with no consideration for planned or unplanned external mining dilution. (5) The contained gold estimates in the Mineral Resource table have not been adjusted for metallurgical recoveries. (6) Units shown are in Million Tonnes (Mt), grams per metric tonne (g/t), and thousands of ounces of contained gold (koz).
These claims were initially staked by the Cordilleran Explorations partnership, the original developer of the Granite Creek Property, and are subject to the Royal Gold Royalty, the Cordilleran Royalty and the PMC Royalty as described below. The Corporation, through Osgood LLC, owns a 100% interest in the CX #1A-23A claims located in Section 28, Township 38 North, Range 42 East.
Osgood LLC owns a 100% interest in the Pacific #1A-7A mining claims located in Section 28, Township 38 North, Range 42 East. These claims were initially staked by the Cordilleran Explorations partnership, the original developer of the Granite Creek Property, and are subject to the Royal Gold Royalty, the Cordilleran Royalty and the PMC Royalty.
Data verification was completed as part of the generation of the mineral resources estimate. All data collected, including but not limited to collar location, downhole survey, geological, and analytical data, are subject to i-80 Gold’s Quality Assurance, Quality Control (“QAQC”) procedures.
The drill and geochemical samples are collected in accordance with accepted industry standards. Data verification was completed as part of the generation of the mineral resources estimate. All data collected, including but not limited to collar location, downhole survey, geological, and analytical data, are subject to i-80 Gold’s Quality Assurance, Quality Control (“QAQC”) procedures.
Mineral resources are not Mineral Reserves and have not been demonstrated to have economic viability. There is no certainty that the mineral resource will be converted to mineral reserves. The quantity and grade or quality is an estimate and is rounded to reflect the fact that it is an approximation. Quantities may not sum due to rounding.
There is no certainty that the mineral resource will be converted to mineral reserves. The quantity and grade or quality is an estimate and is rounded to reflect the fact that it is an approximation. Quantities may not sum due to rounding. There is no guarantee that mineral resources can be converted to mineral reserves.
As a groundwater user within the GMP designated area, RHMC controls sufficient water rights to support its mining operations. Social or Community Factors Mining activity at the property began in the 1860s and has continued with periodic interruptions until the present day.
As a groundwater user within the GMP designated area, RHMC controls sufficient water rights to support its mining operations. Social & Community Considerations - Eureka is a community that is familiar with and supportive of mining. Mining activity at the property began in the 1860s and has continued with periodic interruptions until the present day.
ITEM 2. PROPERTIES MINERAL PROJECTS The Company is subject to the mining disclosure standards of Subpart 229.1300 of Regulation S-K – Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”). The Company is also subject to NI 43-101.
ITEM 2. PROPERTIES MINERAL PROJECTS The Company is subject to the mining disclosure standards of Subpart 229.1300 of Regulation S-K – Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”). The Company is also subject to NI 43-101. While the S-K 1300 rules are similar to NI 43-101 rules in Canada, they are not identical.
Oxide CIL mineralization payments vary from 40% to 70% based upon the grade of the mineralization. 3. The cutoff grade for refractory Mineral Resources varies from 0.151 to 0.184 opt. for acidic conditions. The cutoff grade for oxide mineral resources is 0.075 opt. 4.
Oxide CIL mineralization payments vary from 40% to 70% based upon the grade of the mineralization. 3. The cutoff grade reported in grams per metric tonne (g/t) for refractory Mineral Resources varies from 0.151 to 0.184 opt. for acidic conditions. The cutoff grade for oxide mineral resources is 0.075 opt. 4.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS Legal Proceedings There are no legal proceedings material to the Company to which the Company or its subsidiaries is or was a party, or to which any of the Company's property is or was subject, since the beginning of the most recently completed financial year of the Company, and, as of the date hereof, no such proceedings are known by the Company to be contemplated, other than as set out herein.
LEGAL PROCEEDINGS Legal Proceedings There are no legal proceedings material to the Company to which the Company or its subsidiaries is or was a party, or to which any of the Company's property is or was subject, since the beginning of the most recently completed financial year of the Company, and, as of the date hereof, no such proceedings are known by the Company to be contemplated, other than as set out herein.
Added
ITEM 4. MINE SAFETY DISCLOSURES Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-K. 102 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The discussion below is qualified accordingly. Currency conversion Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act.
The discussion below is qualified accordingly. 103 Currency conversion Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act.
Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief under the Convention. 92 Table of C o ntents Generally, a U.S.
Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief under the Convention. Generally, a U.S.
Resident Holder, b. persons with whom the U.S. Resident Holder did not deal at arm’s length, and c. partnerships in which the U.S.
Resident Holder, b. persons with whom the U.S. Resident Holder did not deal at arm’s length (for purposes of the Canadian Tax Act), and c. partnerships in which the U.S.
Dividends and Distributions The Company does not have a formal dividend policy and it has not declared any cash dividends or distributions since its formation. The Company currently intends to retain future earnings, if any, to finance further business development.
The Company believes that more than half of our common shares are beneficially owned by investors in the United States. Dividends and Distributions The Company does not have a formal dividend policy and it has not declared any cash dividends or distributions since its formation. The Company currently intends to retain future earnings, if any, to finance further business development.
Prior Sales of Unregistered Securities The following information represents securities sold by the Corporation for the period covered by this Annual Report which were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Prior Sales of Unregistered Securities The Company's sales of securities sold by the Corporation for the period covered by this Annual Report which were not registered under the Securities Act of 1933, as amended (the “Securities Act”) have been previously reported on Form 10-Q or Form 8-K. Certain Canadian Federal Tax Considerations for U.S.
On March 28, 2025, there were approximately 91 holders of record of the Shares, which does not include shareholders for which shares are held in nominee or street name. The Company believes that more than half of our common shares are beneficially owned by investors in the United States.
The Company’s Common Share Purchase Warrants issued in 2025 trade on the NYSE American and the TSX under the symbols IAUX WS and IAU.WT.U, respectively. On February 18, 2026, there were approximately 77 holders of record of the Shares, which does not include shareholders for which shares are held in nominee or street name.
Removed
On May 1, 2024, the Corporation completed a bought deal public offering of an aggregate of 69,698,050 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Corporation of approximately $83.5 million (C$115.0 million). Each Unit consists of one Common Share and one-half of one Common Share purchase warrant of the Corporation.
Added
Resident Holders whose common shares are or may be taxable Canadian property should consult their own tax advisors. Certain United States Federal Income Tax Considerations for U.S. Holders The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S.
Removed
The public offering was conducted relying on Regulation S and/or Section 4(a)(2) of the Securities Act.
Added
Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of common shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S.
Removed
On March 20, 2024, the Corporation issued 1,127,336 Common Shares to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC at a deemed price of US$1.2738 per share as partial consideration of the contingent value rights payment related to Granite Creek relying on Regulation S of the Securities Act.
Added
Holder arising from and relating to the acquisition, ownership or disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax considerations applicable to such U.S. Holder, including, without limitation, specific tax considerations applicable to a U.S.
Removed
On February 20 and 21, 2024, the Corporation completed the first tranche of a non-brokered private placement of common shares. An aggregate of 12,989,204 million shares were issued by the Corporation at a price of C$1.80 per common share for aggregate gross proceeds of C$23,380,567.20.
Added
Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder.
Removed
Certain directors and/or officers of the Corporation subscribed for an aggregate of 162,404 Common Shares under the private placement. On March 20, 2024, the Corporation completed a second tranche of the private placement, issuing an additional 75,000 Common Shares at a price of C$1.80 per share to an arm's length purchaser for additional gross proceeds of C$135,000.
Added
This summary does not address the U.S. federal alternative minimum tax, U.S. federal net investment income tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax considerations applicable to U.S. Holders of the acquisition, ownership or disposition of common shares.
Removed
The private placement was conducted relying on Regulation S, Section 4(a)(2) and/or Rule 506(b) of the Securities Act.
Added
In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. Each U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax considerations applicable to the acquisition, ownership and disposition of common shares.
Removed
On February 9, 2024, the Corporation issued 1,600,000 Common Shares to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC at a deemed price of US$1.33 per share as partial consideration of the contingent value rights payment related to Granite Creek relying on Regulation S of the Securities Act.
Added
No opinion from legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to the acquisition, ownership, and disposition of common shares.
Removed
On January 24, 2024, the Corporation issued 500,000 warrants to OMF Fund III (Hg) Ltd., an affiliate of Orion, with each warrant exercisable to acquire one Common Share at a price of C$2.717 per share, subject to customary anti-dilution adjustments, until January 24, 2028.
Added
This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.
Removed
The warrants were issued in connection with the extension of certain of the Corporation's delivery obligations under its Silver Purchase and Sale Agreement and relied on Regulation S of the Securities Act.
Added
In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the considerations described in this summary. 104 This summary is based on the U.S.
Removed
During the fiscal year ended December 31, 2024, we granted to certain of our directors, officers, key employees, and consultants options to purchase 891,316 Common Shares with a weighted average exercise price of CAD$1.75 per share relying on Regulation S and/or Section 4(a)(2) of the Securities Act.
Added
Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed) promulgated thereunder, published rulings of the IRS, published administrative positions of the IRS, the current provisions of the Convention, and U.S. court decisions that are applicable, and, in each case, as in effect and available, as of the date of this document.
Removed
During the fiscal year ended December 31, 2024, we issued an aggregate of 2,051,374 restricted share units and 420,927 deferred share units to certain directors in reliance on Section 3(a)(9) of the Securities Act.
Added
Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis, which could affect the U.S. federal income tax considerations described in this summary.
Removed
During the fiscal year ended December 31, 2024, we issued an aggregate of 2,051,374 restricted share units and 420,927 deferred share units, and an aggregate of 420,927 Common Shares upon settlement of restricted share units and deferred share units, to certain directors in reliance on Rule 506(b) of the Securities Act. 91 Table of C o ntents Certain Canadian Federal Tax Considerations for U.S.
Added
This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. U.S. Holders For purposes of this summary, the term “U.S.
Removed
This summary does not deal with special situations such as the particular circumstances of traders or dealers in securities or holders who have entered into a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Canadian Tax Act) in respect of the common shares. Such holders should consult their own tax advisors.
Added
Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes: 1isc an individual who is a citizen or resident of the United States; 2isc a corporation organized under the laws of the United States, any state thereof or the District of Columbia; 3isc an estate the income of which is subject to U.S. federal income taxation regardless of its source; or 4isc a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
Removed
Resident Holders whose common shares are or may be taxable Canadian property should consult their own tax advisors. Use of Proceeds On June 25, 2024, our shelf Registration Statement on Form F-10 (File No. 333-279567) was declared effective which registered the sales of securities of up to C$300,000,000.
Added
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to U.S.
Removed
On August 12, 2024, we filed a prospectus supplement relating to the company’s ATM Program for gross proceeds of up to US$50 million. The ATM Program terminated on March 31, 2025.
Added
Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire common shares in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services; (g) hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to special tax accounting rules with respect to the common shares; (i) are partnerships or other “pass-through” entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders or investors in such S corporations); (k) are U.S. expatriates or former long-term residents of the United States; (l) hold common shares in connection with a trade or business, permanent establishment, or fixed base outside the United States; or (m) own or have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the Company.
Removed
For the period from August 12, 2024, to December 31, 2024, the Company issued 22.4 million common shares under the ATM Program at a weighted average share price of $1.01 per common share for total gross proceeds of $22.6 million. Transaction costs incurred of $0.9 million are presented as a reduction to share capital.
Added
U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax considerations applicable to the acquisition, ownership and disposition of common shares.
Removed
There has been no material change in our planned use of the net proceeds from our offering described in the prospectus supplement.
Added
If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax considerations applicable to such entity or arrangement and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners or participants).
Removed
The Company intends to use the net proceeds from the Offering, if any, to advance the exploration, development, expansion, and working capital requirements of the McCoy-Cove Project, the Granite Creek Project, the Lone Tree Project, the Ruby Hill Project and for debt repayment and general corporate and working capital purposes.
Added
This summary does not address the tax considerations applicable to any such entity, arrangement or partner (or owner or participant).
Removed
None of the payments were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.
Added
Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as other “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax considerations arising from and relating to the acquisition, ownership and disposition of common shares.
Added
Ownership and Disposition of Common Shares The following discussion is subject in its entirety to the rules described below under the heading " Passive Foreign Investment Company Rules ". Distributions on Common Shares A U.S.
Added
Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current and accumulated “earnings and profits” of the Company, as computed in accordance with U.S. federal income tax principles.
Added
To the extent that a distribution exceeds the Company’s current and accumulated “earnings and profits”, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's adjusted tax basis in its common shares and thereafter as gain from the sale or exchange of such common shares.
Added
(See “ Sale or Other Taxable Disposition of Common Shares ” below). However, the Company does not intend to maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder therefore should assume that any distribution by the Company with respect to the common shares will constitute dividend income.
Added
Dividends received on the common shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided the Company is eligible for the benefits of the Convention or the common shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S.
Added
Holders, including individuals, in respect of the common shares generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company is not classified as a PFIC in the tax year of distribution or in the preceding tax year.
Added
A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if the Company is classified as a PFIC for the tax year of such distribution or was a PFIC for the preceding tax year. The dividend rules are complex, and each U.S.
Added
Holder should consult its own tax advisors regarding the application of such rules. 105 Sale or Other Taxable Disposition of Common Shares Upon the sale or other taxable disposition of common shares, a U.S.
Added
Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between (a) the U.S. dollar value of any cash received plus the fair market value of any property received, and (b) such U.S. Holder's adjusted tax basis in such common shares sold or otherwise disposed of.
Added
Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the common shares have been held for longer than one year. Preferential tax rates currently apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust.
Added
There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
Added
Passive Foreign Investment Company Rules If the Company were to constitute a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (“PFIC”) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax considerations applicable to a U.S.
Added
Holder resulting from the acquisition, ownership and disposition of common shares.
Added
The Company believes that it was not a PFIC during its most recently completed tax year, and based on current business plans and financial expectations, the Company expects that it will not be a PFIC for the current tax year and expects that it will not be a PFIC for the foreseeable future.
Added
No opinion of legal counsel or ruling from the IRS concerning the Company’s PFIC classification has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually.
Added
Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurances that the Company has never been and will not become a PFIC for any tax year during which U.S. Holders hold common shares.
Added
In any year in which the Company is classified as a PFIC, each U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require.
Added
In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.
Added
The Company generally will be a PFIC if, after the application of certain “look-through” rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary, for a tax year in which (a) 75% or more of the Company's gross income for such tax year is passive income (the “PFIC income test”) or (b) 50% or more of the value of the Company's assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”).
Added
“Gross income” generally includes sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.
Added
Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in its trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.
Added
If the Company was a PFIC in any tax year during which a U.S. Holder held common shares, such U.S. Holder generally would be subject to special rules with respect to “excess distributions” made by the Company on the common shares and with respect to gain from the disposition of common shares.
Added
An “excess distribution” generally is defined as the excess of distributions with respect to the common shares received by a U.S. Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from the Company during the shorter of the three preceding tax years, or such U.S. Holder’s holding period for the common shares.
Added
Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the common shares ratably over its holding period for the common shares.
Added
Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply.
Added
While there are U.S. federal income tax elections that sometimes can be made to alter these adverse tax consequences (including the “QEF Election” under Section 1295 of the Code and the “Mark-to-Market Election” under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner. U.S.
Added
Holders should be aware that, for each tax year, if any, that the Company is classified as a PFIC, the Company can provide no assurances that it will satisfy the record keeping requirements of a “qualified electing fund”, as defined in Section 1295 of the Code, or make available to U.S. Holders the information such U.S.
Added
Holders require to make a QEF Election with respect to the Company or any subsidiary that is also classified as a PFIC. Certain additional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether the U.S. Holder makes a QEF Election.
Added
These rules include special rules that apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. U.S.
Added
Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of common shares, and the availability of certain U.S. tax elections under the PFIC rules. Receipt of Foreign Currency The amount of any distribution paid to a U.S.
Added
Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time).
Added
A U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of 106 receipt. Any U.S.
Added
Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S.
Added
Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax considerations applicable to receiving, owning, and disposing of foreign currency.
Added
Foreign Tax Credit Dividends paid on the common shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other taxable disposition of common shares generally will be U.S.-source gain or loss. Certain U.S.
Added
Holders that are eligible for the benefits of the Convention may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

93 edited+133 added−162 removed10 unchanged
The Company's ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors, many of which are not under the control of the Company.
The Company's ability to make scheduled payments on the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors, many of which are not under the control of the Company.
Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest at the market price of the common shares at time of the conversion of such interest.
Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest at the market price of the common shares at time of the conversion of such interest less a 15% discount.
Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. See additional discussion in the Gold Prepay and Silver Purchase Agreement deferral section below. Sprott Convertible Loan The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025.
Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place as of March 31, 2025. See additional discussion in the Gold Prepay and Silver Purchase Agreement deferral section below. Sprott Convertible Loan The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matured on December 9, 2025 and was repaid.
This outlook, including expected results and targets, is subject to various risks, uncertainties and assumptions, which may impact future performance and the Company’s ability to achieve the results and targets discussed in this section. Please refer to "Cautionary Statements on Forward Looking Statements" section.
This outlook, including expected results and targets, is subject to various risks, uncertainties and assumptions, which may impact future performance and the Company’s ability to achieve the results and targets discussed in this section. Please refer to "Forward-Looking Information" section.
Third-party Processing Agreements The Company finalized third-party processing agreements in respect of toll milling as well as ore sales for refractory and oxide material, respectively. The Agreements remain in effect through to December 31, 2027.
Third-party Processing Agreements In March 2025, the Company finalized third-party processing agreements in respect of toll milling for refractory material as well as ore sales for oxide material. The agreements remain in effect through to December 31, 2027.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments. 108 Table of C o ntents The Company may not continue to generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments. The Company may not generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures.
The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay and Silver Purchase and sale agreements. The obligations under the prepay arrangement with National Bank are secured by the FAD project.
The proceeds of this new prepay arrangement was used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The obligations under the New Gold Prepay and Silver Purchase Agreement with National Bank are secured by the FAD project.
The Company is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027 to allow for all material from the Company's underground mines to be processed at its autoclave facility.
The Company is targeting to have the anticipated refurbishment of its Lone Tree Plant complete by December 31, 2027, to allow for all material from the Company's three planned underground mines to be processed through the autoclave at the Lone Tree Plant.
Under the Silver Purchase Agreement, commencing April 30, 2022, the Company will deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project.
Pursuant to the terms of the Silver Purchase Agreement, which commenced as of April 30, 2022, the Company is to deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project.
The amendments provided: • the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; • the conversion price applicable to the Company’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the greater of (x) 85% of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; • that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the debenture holders; and • the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date.
The amendments provided: • the conversion price applicable to the debenture holder’s right to elect to convert outstanding and accrued interest on the convertible debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; • the conversion price applicable to the Company’s right to elect to convert outstanding and accrued interest on the convertible debentures is equal to the greater of (x) 85% of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; 1 Under the terms of the Gold Prepay the drawdown would require a fully funded base case model following the completion of the recapitalization plan. 113 • that the Company’s right to grant security against the Cove project would rank subordinate to the security granted to the debenture holders; and • the Company with a redemption right in respect of all of the outstanding convertible debentures which allows the Company to redeem, in its sole discretion, all of the outstanding convertible debentures for cash at a 104% premium of the outstanding principal and the accrued interest up to the redemption date.
Technical reports for each project were filed on March 31, 2025 in accordance with S-K 1300 and Item 601 of Regulation S-K in the United States and in accordance with National Instrument 43-101 Standards for Disclosure of Mineral Projects in Canada("NI - 43-101").
Technical reports for each material project were filed in accordance with Subpart 1300 of Regulation S-K ("S-K 1300) and Item 601 of Regulation S-K in the United States and in accordance with National Instrument 43-101 - Standards for Disclosure of Mineral Projects ("NI 43-101") in Canada.
Adjusted loss” and “adjusted loss per share” are non-GAAP measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: gain (loss) on warrants, gain (loss) on convertible debentures and loans, gain (loss) on fair value measurement of gold and silver prepayment agreement, and inventory impairments.
"Adjusted loss” and “adjusted loss per share” are non-GAAP financial performance measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: (loss) gain on warrants, gain (loss) on Convertible Loans, and loss on fair value measurement of Gold Prepay Agreement and Silver Purchase Agreement.
DISCUSSION OF FINANCIAL POSITION Balance Sheet Review Assets Cash and cash equivalents increased by $2.7 million from $16.3 million at December 31, 2023 to $19.0 million as at December 31, 2024. Refer to the Liquidity and Capital Resources section below for further details.
DISCUSSION OF FINANCIAL POSITION Balance Sheet Review Assets Cash and cash equivalents increased by $44.2 million from $19.0 million at December 31, 2024 to $63.2 million as at December 31, 2025. Refer to the Liquidity and Capital Resources section below for further details.
On September 20, 2023, the Company entered into the A&R Gold Prepay with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay.
On September 20, 2023, the Company entered into the amended and restated Gold Prepay Agreement with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay Agreement.
New Gold & Silver Prepay Agreement & Working Capital Facility On Ma rch 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 o unces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan.
New Gold and Silver Prepay Agreement On Ma rch 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with National Bank under which National Bank purchased 6,864 o unces of gold and 345,549 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan.
Further to the A&R Convertible Credit Agreement, Orion and i-80 Gold have extended the maturity date of the A&R Convertible Credit Agreement from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement.
Further to the amendment of the Orion Convertible Loan, Orion and i-80 Gold have extended the maturity date of the Orion Convertible Loan from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations.
Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments, which may allow the lenders thereunder to accelerate repayment obligations or enforce security, if any.
Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments, which may allow the lenders thereunder to accelerate repayment obligations or enforce security, if any. However, subsequent to year end, the Company has called the Convertible Debentures for repayment.
During the year ended December 31, 2024, gold ounces sold 1 totaled 21,527 ounces at an average realized gold price 2 of $2,332 per ounce, compared to 29,370 at an average realized gold price 1 of $1,956 per ounce during the same period of 2023.
During the year ended December 31, 2025, gold ounces sold 1 totaled 28,196 ounces at an average realized gold price 2 of $3,368 per ounce, compared to 21,527 ounces at an average realized gold price 2 of $2,332 per ounce during the same period of 2024.
Cash provided by financing activities for the year ended December 31, 2024 was $82.7 million compared to $65.4 million for the year ended December 31, 2023.
Cash provided by financing activities for the year ended December 31, 2025 was $139.0 million compared to $82.7 million for the year ended December 31, 2024.
The Company is the fourth largest gold mineral resource holder in the state with a pipeline of projects strategically located on Nevada's most prolific gold-producing trends.
The Company is the fourth largest mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located in some of Nevada's most prolific gold-producing trends.
CRITICAL ACCOUNTING ESTIMATES Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented on an annual basis. The were no significant changes in our critical accounting policies or estimates since December 31, 2023.
CRITICAL ACCOUNTING ESTIMATES Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented. There were no significant changes in our critical accounting policies or estimates since the Annual Report Form 10-K for December 31, 2024.
Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies.
These include adjusted loss, adjusted loss per share, and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies.
In connection with the extension of the A&R Convertible Credit Agreement, the Company has issued to Orion 5.0 million common share purchase warrants (the “2025 Orion Warrants”) with an exercise price of C$1.01 and an expiry date of January 15, 2029. In addition, i-80 Gold and Orion have agreed to enter into an offtake agreement (the “Offtake Agreement”).
In connection with the extension of the Orion Convertible Loan, the Company issued five million common share purchase warrants to Orion with an exercise price of C$1.01 and an expiry date of January 15, 2029 (the “2025 Orion Warrants”). In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Orion Offtake Agreement”).
Debt Year ended December 31, 2024 December 31, 2023 Orion Convertible Loan 57,121 46,764 Sprott Convertible Loan 5,459 8,288 Convertible Debentures 73,450 66,940 Gold Prepay 31,718 42,176 Silver Purchase Agreement 23,574 29,662 Other 75 282 Total 191,397 194,112 Convertible Debentures The Convertible Debentures bear interest at a fixed rate of 8.0% per annum and will mature on February 22, 2027.
Debt Year ended (in thousands of USD) December 31, 2025 December 31, 2024 Convertible Debentures 80,326 73,450 Orion Convertible Loan 66,085 57,121 Sprott Convertible Loan — 5,459 Gold Prepay Agreement 8,176 31,718 Silver Purchase Agreement 18,775 23,574 Other 1,355 75 Total 174,717 191,397 Convertible Debentures The Convertible Debentures bear interest at a fixed rate of 8.0% per annum and will mature on February 22, 2027.
The Company incurred $4.5 million in transaction costs in connection with the offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.
The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity. Each warrant entitles the holder to purchase one common share at a price of C$2.15 until May 1, 2028.
Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time.
Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output. Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time.
The Granite Creek property is comprised of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, approximately 27 miles northeast of Winnemucca, within Humboldt County, Nevada.
The Granite Creek property is comprised of several land parcels which now encompass 114 approximately 4,480 acres, located in the Potosi mining district, approximately 27 miles northeast of Winnemucca, within Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit).
DISCUSSION OF OPERATIONAL RESULTS The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. During the year ended December 31, 2024, the Company continued to advance its gold properties which are currently at various stages of redevelopment following successful exploration programs at each of the four properties.
DISCUSSION OF OPERATIONAL RESULTS The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. The Company continued to advance its exploration stage gold properties following successful exploration programs.
Granite Creek The Granite Creek property includes the Granite Creek Underground Project, a fully permitted, constructed and operating mine and the Granite Creek open pit oxide deposit adjacent to the underground project, currently in the permitting stage. The Granite Creek Underground Project is the first company asset to be redeveloped and is currently ramping up to full production.
Granite Creek Property The Granite Creek property includes the Granite Creek underground project, a fully permitted, constructed and operating mine and the Granite Creek open pit oxide deposit adjacent to the underground project, currently in early-stage permitting and technical work.
("Sprott") of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan. 98 Table of C o ntents Events After December 31, 2024 Prospectus Offering of Common Shares On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of approximately $15.6 million (C$22.6 million).
Prospectus Offering of Common Shares On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of approximately $15.6 million (C$22.6 million).
The 2024/2025 drill program will be included in a planned updated feasibility study. Lone Tree Project The Lone Tree project is a historic producing mine that completed mining operations in 2006. The development project is located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek property and Cove underground project.
Lone Tree Plant The Lone Tree property is a historic producing mine that ceased mining operations in 2006 and is located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek property and Cove underground project. The Lone Tree open pit is not currently included in the new development plan.
The current portion of the liability is $23.6 million as of December 31, 2024. The embedded derivative for the Gold Prepay agreement was $9.7 million as of December 31, 2024. Silver Purchase Agreement On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion ("Silver Purchase Agreement").
As at December 31, 2025, the total liability is $8.2 million and the embedded derivative for the Gold Prepay Agreement was $9.3 million with 4,440 ounces of gold remaining to be delivered under the agreement. 124 Silver Purchase Agreement On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion ("Silver Purchase Agreement").
LIQUIDITY AND CAPITAL RESOURCES Liquidity Outlook Year ended (in thousands of USD) December 31, 2024 December 31, 2023 Cash and cash equivalents 19,001 16,277 Working capital (31,746) (25,352) Changes in cash and cash equivalents are discussed in the cash flow section. Working capital has remained consistent from the prior comparative year end.
LIQUIDITY AND CAPITAL RESOURCES Liquidity Outlook Year ended (in thousands of USD) December 31, 2025 December 31, 2024 Cash and cash equivalents 63,240 19,001 Working capital (37,919) (31,746) Changes in cash and cash equivalents are discussed in the cash flow section.
Further to the A&R Convertible Credit Agreement, Orion and i-80 Gold have extended the maturity date of the A&R Convertible Credit Agreement by six months from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement.
Further to the Orion Convertible Loan, Orion and i-80 Gold extended the maturity date by six months from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations thereunder. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025.
Gold Prepay and Silver Purchase Agreement are driven by changes in the gold and silver forward prices during the period.
Loss on Gold Prepay Agreement and Silver Purchase Agreement was comprised of revaluation losses which are driven by changes in the gold and silver forecast prices during the period.
An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for gross proceeds of $17.4 million (C$23.5 million). • On May 1, 2024, the Company completed a bought deal public offering of 69.7 million units at a price of C$1.65 per unit for gross proceeds of $83.5M (C$115.0 million).
Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units at a price of C$1.65 per unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million).
Convertible Loan • On October 31, 2024, The Company issued common shares in connection with the conversion by a fund managed by Sprott Asset Management USA, Inc.
Shares issued Convertible loan (f) On October 31, 2024, The Company issued common shares in connection with Sprott's conversion under the Sprott Convertible Loan.
Later discoveries included the Ruby Deeps sulfide deposit with the most recent discovery of the Hilltop zone. The Ruby Hill property is located within the Battle Mountain-Eureka trend, a northwest-trending geological belt located in north-central Nevada. Ruby Hill includes the Archimedes Underground Project, the Mineral Point open pit heap leach project, as well as several base metal deposits.
During the 1990’s, an ore body was discovered, which became the Archimedes open pit. Later discoveries included the Ruby Deeps Carlin-style sulfide mineralized deposit with the most recent discovery of the Hilltop zone. The Ruby Hill property is located within the Battle Mountain-Eureka trend, a northwest-trending geological belt located in north-central Nevada.
As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.
As at December 31, 2025, total principal and accrued interest was $69.2 million. On January 15, 2025, the Company amended and restated its Orion Convertible Loan. As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.
The Cove Project is a high-grade underground development project and is expected to be the Company's third underground mine. It covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District.
It covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District. Modern exploration for copper and gold in the McCoy Mining District started in the 1960s.
The ATM Program expired on March 31, 2025. As at March 31, 2025, 26.7 million shares were issued for gross proceeds of $25.1 million under the ATM Program since the inception.
From the inception of the ATM program until its expiration on March 31, 2025, the Company issued a total of 26.7 million common shares for total gross proceeds of $25.1 million.
The Company was in trading blackout from February 14, 2025 and elected not to reactivate the ATM Program. • Contingent Payment - On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce. • On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 6 (a) of the Financial Statements. • On October 31, 2024, the Company issued common shares in connection with Sprott's conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.
Contingent Payment (e) On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce. 126 On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 as partial consideration of the contingent value rights payment related to Granite Creek.
Some of the existing facilities are expected to be utilized for Mineral Point, however new crushing, a Merrill Crowe plant and heal leach facilities will be required. The federal permit has been received from the Bureau of Land Management, with the Nevada state permits expected during the second quarter 2025.
Some of the existing facilities are expected to be utilized for Mineral Point, however new crushing, a Merrill Crowe plant and heap leach facilities will be required.
The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with US GAAP and should be read in conjunction with the Company's Financial Statements. 114 Table of C o ntents Definitions "Average realized gold price” per ounce of gold sold is a non-GAAP measure and does not constitute a measure recognized by US GAAP Accounting Standards and does not have a standardized meaning defined by US GAAP Accounting Standards.
The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with US GAAP and should be read in conjunction with the Company's Financial Statements.
The Archimedes Underground Project is expected to be the Company's second underground mine. Mineral Point is a large oxide gold and silver deposit with the potential to become the Company’s largest gold producing asset. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit, as well as associated mining infrastructure.
The property contains gold, silver and base metal mineralization and exploration targets within the Archimedes underground project and Mineral Point open pit project. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit, as well as associated mining infrastructure.
The Company may not be able to engage in any of these activities, or engage in these activities on desirable terms, which could result in a default on its debt obligations.
The Company may not be able to engage in any of these activities, or engage in these activities on desirable terms, which could result in a default on its debt obligations. 123 In addition, the Company's arrangements with Orion and the Convertible Debentures require the Company to satisfy various affirmative and negative covenants and, in the case of the arrangements with Orion, to meet certain financial ratios and tests.
An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million). • ATM Program - During the year ended December 31, 2024, the Company issued 22.4 million common shares under the ATM Program at a weighted average share price of $1.01 per common share for total gross proceeds of $22.6 million.
ATM Program (c) During the year ended December 31, 2025, the Company issued 4.3 million c ommon shares under the ATM Program for total gross proceeds of $2.5 million (2024 - 22.4 million common shares for total gross proceeds of $22.6 million).
The first delivery will occurred on March 31, 2024, and the last delivery will occur on December 31, 2026. As of December 31, 2024, the Company had delivered 25,343 ounces of gold towards the Gold Prepay with Orion, leaving 18,390 ounces of gold remaining to be delivered under the agreement.
The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 ounces of gold. The first delivery occurred on March 31, 2024, and the last delivery will occur on December 31, 2026.
Other income Year ended December 31, (in thousands of USD) 2024 2023 Gain on Convertible Loan derivatives 11,799 21,852 Gain on warrants 8,981 16,686 Loss on Gold Prepay derivative (7,990) (4,591) Loss on Silver Purchase Agreement derivative (9,897) — Gain on investments — 997 (Loss) gain on sales from Gold Prepay (3,975) 569 Loss on foreign exchange (33) (27) Loss on deferred consideration (102) (1,552) Interest income on restricted cash 1,709 1,568 Other income (expense) 1,511 (81) Total other income 2,003 35,421 The gain on the valuation of the fair value of warrants and the convertible loan conversion option derivatives were driven by an changes in the Company’s share price during the year.
Other (expense) income Year ended December 31, (in thousands of USD) 2025 2024 Loss on sales from Gold Prepay Agreement (16,158) (11,965) Loss on sales from silver purchase agreement (14,575) (9,897) (Loss) gain on fair value measurement of warrant liabilities (17,959) 8,981 (Loss) gain on fair value measurement of Convertible Loans (989) 11,799 Interest income on cash equivalents 2,963 903 Interest income on restricted cash 1,435 1,709 Gain (loss) on foreign exchange 148 (33) Other (expense) income (2,067) 506 Total other (expense) income (47,202) 2,003 Loss on the valuation of the fair value of warrants and the Convertible Loans conversion option derivatives were driven by changes in the Company’s share price at each reporting period.
Spending in 2023 was related to the technical work on the refurbishment of the autoclave processing plant. 103 Table of C o ntents DISCUSSION OF FINANCIAL RESULTS Three months ended December 31, Year ended December 31, (in thousands of USD) 2024 2023 2024 2023 Revenue 23,228 25,837 50,335 54,910 Cost of sales (20,939) (21,878) (64,569) (52,852) Depletion, depreciation and amortization (486) (1,613) (1,489) (7,202) Gross profit (loss) 1,803 2,346 (15,723) (5,144) Expenses Exploration, evaluation and pre-development 9,406 14,319 38,430 61,091 General and administrative 6,346 5,459 20,773 21,638 Property maintenance 3,592 3,012 14,161 13,080 Loss from operations (17,541) (20,444) (89,087) (100,953) Other income and expenses, net 8,094 (8,411) 2,003 35,421 Interest expense (7,944) (8,051) (32,951) (27,336) Loss before income taxes (17,391) (36,906) (120,035) (92,868) Current tax expense — (228) — (228) Deferred tax (expense) recovery (339) 1,081 (1,498) 3,442 Net loss for the period (17,730) (36,053) (121,533) (89,654) Financial results for the three months ended December 31, 2024 Revenue Revenue for the three months ended December 31, 2024 was $23.2 million, a decrease of 10% from $25.8 million in the comparative prior year period.
DISCUSSION OF FINANCIAL RESULTS Three months ended December 31, Year ended December 31, (in thousands of USD) 2025 2024 2025 2024 Revenue 21,290 23,228 95,193 50,335 Cost of sales (16,350) (20,939) (81,961) (64,569) Depletion, depreciation and amortization (256) (486) (1,726) (1,489) Gross profit (loss) 4,684 1,803 11,506 (15,723) Expenses Pre-development, evaluation and exploration 27,419 9,406 66,071 38,430 General and administrative 9,516 6,346 29,370 20,773 Property maintenance 3,588 3,592 14,198 14,161 Write-down of property, plant and equipment 26,246 — 26,246 — Loss from operations (62,085) (17,541) (124,379) (89,087) Other income and expenses, net (20,201) 8,094 (47,202) 2,003 Interest expense (6,562) (7,944) (30,555) (32,951) Loss before income taxes (88,848) (17,391) (202,136) (120,035) Deferred tax recovery (expense) 3,289 (339) 3,289 (1,498) Net loss (85,559) (17,730) (198,847) (121,533) Financial results for the three months ended December 31, 2025 Revenue Revenue for the three months ended December 31, 2025 was $21.3 million, a decrease from $23.2 million in the comparative prior year period.
Gain on sale of gold for the Gold Prepay was due to changes of the realized gold price compared to the pricing at inception of the agreement. 105 Table of C o ntents Interest Expense Three months ended December 31, (in thousands of USD) 2024 2023 Interest accretion on Gold Prepay 2,395 2,953 Interest accretion on Convertible Loans 2,887 2,513 Interest accretion on Convertible Debentures 1,580 1,375 Interest accretion on Silver Purchase Agreement 717 917 Amortization of finance costs 362 296 Interest paid 3 (3) Total interest expense 7,944 8,051 Interest expense for the three months ended December 31, 2024 was $7.9 million was comparable to the three months ended December 31, 2023.
Interest Expense Three months ended December 31, (in thousands of USD) 2025 2024 Interest accretion on Convertible Loans 2,910 2,887 Interest accretion on Convertible Debentures 1,647 1,580 Interest accretion on Silver Purchase Agreement 899 717 Interest accretion on Gold Prepay Agreement 724 2,395 Amortization of finance costs 351 362 Other interest expense 30 3 Total interest expense 6,561 7,944 Interest expense for the three months ended December 31, 2025 was $6.6 million, decrease of $1.4 million compared to the prior year quarter.
Gold Prepay and Silver Purchase Agreement deferral The Gold Prepay delivery scheduled for December 31, 2024, and the Silver Purchase Agreement delivery scheduled for January 15, 2025, were deferred to March 31, 2025.
Gold Prepay Agreement and Silver Purchase Agreement deferral The Gold Prepay Agreement delivery scheduled for December 31, 2024, and the Silver Purchase Agreement delivery scheduled for January 15, 2025, were deferred to March 31, 2025. On January 15, 2025, in connection with Waiver Agreements, i-80 Gold issued to Orion five million common share purchase warrants priced at C$1.01.
Other income (expense) Three months ended December 31, (in thousands of USD) 2024 2023 Gain (loss) on convertible loan derivatives 3,375 (2,204) Gain (loss) on warrants 8,293 (846) Loss on Silver Purchase derivative (3,318) (1,274) Loss on Gold Prepay derivative (77) (4,528) Loss on deferred consideration — (150) (Loss) gain on foreign exchange (706) 5 Gain on sales from Gold Prepay — 23 Interest income on restricted cash 369 489 Other income 158 74 Total other income (expense) 8,094 (8,411) Gain and loss on revaluation of the fair value of warrants and convertible loan derivatives were driven by changes in the Company’s share price during the period.
Other (expense) income Three months ended December 31, (in thousands of USD) 2025 2024 Loss on Silver Purchase Agreement (7,973) (3,318) (Loss) gain on fair value measurement of warrant liabilities (12,833) 8,293 Interest income on cash equivalents 1,062 1,000 Loss on Gold Prepay Agreement (1,275) (77) Gain on fair value measurement on Convertible Loans 547 3,375 Interest income on restricted cash 391 369 Gain (loss) on foreign exchange 22 (706) Other expense (142) (842) Total other (expense) income (20,201) 8,094 120 Loss and gains on revaluation of the fair value of warrants was driven by changes in the Company’s share price during the periods.
Cash Flows Three months ended December 31, Year ended December 31, (in thousands of U.S. dollars, unless otherwise noted) 2024 2023 2024 2023 OPERATING ACTIVITIES Net loss $ (17,730) $ (36,053) $ (121,533) $ (89,654) Adjustments 1,967 19,088 41,119 3,745 Change in non-cash working capital 6,540 12,046 (2,087) 8,444 Cash used in operating activities $ (9,223) $ (4,919) $ (82,501) $ (77,465) INVESTING ACTIVITIES Capital expenditures on property, plant and equipment (505) (1,772) (2,018) (17,407) Disposal proceeds — — 425 — Net cash acquired in acquisition of Paycore Minerals Inc. — — — 10,027 Purchase of investments — — — (894) Cash used in investing activities $ (505) $ (1,772) $ (1,593) $ (8,274) FINANCING ACTIVITIES Proceeds from shares issued in brokered placement — — 83,500 — Proceeds from shares issued in equity financing — — 17,436 27,693 Proceeds from shares issued in ATM Program 9,594 — 22,559 — Net proceeds from Gold Prepay — — — 18,932 Net proceeds on Convertible Debentures — — — 61,906 Contingent payments — (10,000) (1,436) (21,000) Principal repayment on Gold Prepay — (4,283) (23,818) (16,475) Principal repayment on Silver Purchase Agreement — (35) (8,387) (5,725) Share issue costs (835) (136) (5,714) (1,768) Stock option and warrant exercises 49 2 983 1,949 Finance fees paid (713) — (2,227) — Other (32) 192 (229) (148) Cash provided by (used in) financing activities $ 8,063 $ (14,260) $ 82,667 $ 65,364 Change in cash, cash equivalents and restricted cash during the period (1,665) (20,951) (1,427) (20,375) Cash, cash equivalents and restricted cash, beginning of period 61,675 81,710 60,765 81,178 Effect of exchange rate changes on cash held (720) 6 (48) (38) Cash, cash equivalents and restricted cash, end of period $ 59,290 $ 60,765 $ 59,290 $ 60,765 112 Table of C o ntents Cash flows for the three months ended December 31, 2024 Cash used in operating activities for the three months ended December 31, 2024, was $9.2 million compared to $4.9 million cash used in operating activities in the comparative period in 2023.
Cash Flows Three months ended December 31, Year ended December 31, (in thousands of U.S. dollars, unless otherwise noted) 2025 2024 2025 2024 OPERATING ACTIVITIES Net loss $ (85,559) $ (17,730) $ (198,847) $ (121,533) Adjustments 57,018 1,967 120,414 41,119 Net change in operating assets and liabilities (5,769) 6,540 (5,158) (2,087) Cash used in operating activities $ (34,310) $ (9,223) $ (83,591) $ (82,501) INVESTING ACTIVITIES Capital expenditures on property, plant and equipment (4,921) (505) (9,623) (2,018) Disposal proceeds — — — 425 Cash used in investing activities $ (4,921) $ (505) $ (9,623) $ (1,593) FINANCING ACTIVITIES Net proceeds from shares issued in equity offerings 64 8,759 193,988 117,781 Principal repayment on Gold Prepay Agreement (3,238) — (46,145) (23,818) Principal repayment on Silver Purchase Agreement — — (11,028) (8,387) Proceeds from New Gold Prepay and Silver Purchase Agreement — — 31,045 — Repayment on New Gold Prepay and Silver Purchase Agreement — — (31,045) — Principal repayment on Convertible Loan (4,200) — (4,200) — Warrant and stock option exercises 7,248 49 8,517 983 Finance fees paid — (713) (2,053) (2,227) Contingent payments — — — (1,436) Other 32 (32) (44) (229) Cash (used in)/provided by financing activities $ (94) $ 8,063 $ 139,035 $ 82,667 Change in cash, cash equivalents and restricted cash during the period (39,325) (1,665) 45,821 (1,427) Cash, cash equivalents and restricted cash, beginning of period 144,555 61,675 59,290 60,765 Effect of exchange rate changes on cash held 33 (720) 152 (48) Cash, cash equivalents and restricted cash, end of period $ 105,263 $ 59,290 $ 105,263 $ 59,290 Cash flows for the three months ended December 31, 2025 Cash used in operating activities for the three months ended December 31, 2025, was $34.3 million compared to $9.2 million cash used in operating activities in the comparative period in 2024.
As at December 31, 2024, total principal and accrued interest was $75.4 million. On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to the Indenture. For further information on the amendments, refer to the Overview section- Event after December 31, 2024 - Convertible Debentures, above.
As at December 31, 2025, total principal and accrued interest was $81.6 million. On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to the Indenture as described in the Financing Overview section. Orion Convertible Loan The Orion Convertible Loan bears interest at a rate of 8.0% annually and will mature on June 30, 2026.
NON-GAAP FINANCIAL PERFORMANCE MEASURES The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include adjusted loss, adjusted loss per share, and average realized price per ounce.
For further details on the Company’s accounting policies and estimates, refer to the Company’s Financial Statements for the year ended December 31, 2025. NON-GAAP FINANCIAL PERFORMANCE MEASURES The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document.
The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit). 100 Table of C o ntents Granite Creek Three months ended December 31, Year ended December 31, Operational Statistics 2024 2023 2024 2023 Oxide mineralized material mined tonnes 21,369 20,839 62,789 48,573 Sulfide mineralized material mined tonnes 8,148 12,192 27,338 30,185 Total oxide and sulfide mineralized material mined tonnes 29,517 33,031 90,127 78,758 Oxide mineralized material mined grade g/t 13.02 10.88 11.60 12.28 Sulfide mineralized material mined grade g/t 9.77 8.59 8.21 10.48 Low-grade mineralized material mined 1 tonnes 29,305 19,492 72,111 46,260 Low-grade mineralized material grade 1 g/t 3.08 3.11 3.03 3.06 Waste mined tonnes 65,668 42,045 164,010 106,830 Total material mined tonnes 124,489 94,568 326,248 231,848 Processed mineralized material 2 tonnes 76,594 21,400 115,769 42,537 Gold ounces sold 3 oz 5,583 11,382 10,961 16,502 Underground mine development (pre-development) ft 691 959 3,762 3,194 Exploration drilling ft — 6,448 23,413 27,392 Financial Statistics 2024 2023 2024 2023 Mining cost (total mineralized material and waste) $/t 99 100 126 124 Processing cost (processed mineralized material) $/t 31 23 33 51 Site general and administrative (“G&A”) (total mineralized material mined 4 ) $/t 21 13 33 22 Royalties $000s 593 430 2,507 905 Capital expenditure 5 $000s 60 918 1,138 3,933 Pre-development expenditures $000s 5,001 5,494 19,577 16,712 Exploration expenditures $000s 490 1,533 4,851 3,694 1 Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic. 2 Processed mineralized material consists of toll treated material and material placed under leach. 3 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%). 4 Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material. 5 Capital expenditure based on accrual basis.
Granite Creek Property Three months ended December 31, Year ended December 31, Operational Statistics 2025 2024 2025 2024 Oxide mineralized material mined tonnes 15,490 21,369 70,183 62,789 Sulfide mineralized material mined tonnes 25,777 8,148 71,704 27,338 Total oxide and sulfide mineralized material mined tonnes 41,267 29,517 141,887 90,127 Oxide mineralized material mined grade g/t 11.19 13.02 11.19 11.60 Sulfide mineralized material mined grade g/t 9.01 9.77 9.08 8.21 Low-grade mineralized material mined 1 tonnes 19,164 29,305 73,471 72,111 Low-grade mineralized material grade 1 g/t 3.05 3.08 2.94 3.03 Waste mined tonnes 33,808 65,668 140,014 164,010 Total material mined tonnes 94,239 124,489 355,372 326,248 Processed mineralized material - sulfide tonnes 4,044 30,911 46,789 35,613 Processed mineralized material - leach tonnes 19,992 45,683 87,254 80,156 Total processed mineralized material tonnes 24,036 76,594 134,043 115,769 Gold produced 2 oz 3,605 4,027 22,977 16,382 Gold sold 2 oz 5,226 5,583 21,637 10,961 Underground mine development (pre-development) meters 329 211 1,088 1,147 Drilling meters 8,315 — 18,985 7,136 Financial Statistics 2025 2024 2025 2024 Mining cost (total mineralized material and waste) $/t 150 99 156 126 Processing cost (processed mineralized material) $/t 95 31 136 33 Site general and administrative (“G&A”) (total mineralized material mined 3 ) $/t 26 21 30 33 Royalties $000s 1,511 593 4,653 2,507 Capital expenditure 4 $000s 2,496 60 5,045 1,138 Pre-development, evaluation and exploration expenses $000s 15,443 5,491 38,026 24,428 1 Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic. 2 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%). 3 Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material. 4 Capital expenditure based on accrual basis.
Cash provided by financing activities for the year ended December 31, 2024 was higher than the prior year due to higher proceeds from equity issuances compared to the proceeds from the Gold Prepay, Silver Purchase Agreements and Convertible Debentures received in 2023. Additionally, contingent payments related to the Ruby Hill acquisition of $21.0 million were made in 2023.
Cash provided by financing activities for the year ended December 31, 2025 was higher than the prior year due to higher proceeds from the share issued in brokered placement and equity issuances, partially offset by principal repayments made on the Gold Prepay Agreement, the Silver Purchase Agreement and the convertible loan.
The increase of $5.0 million in cash used in operating activities for the year ended December 31, 2024 was due to higher gross loss before depreciation and a negative working capital change of $10.5 million partially offset by lower exploration, evaluation and pre-development expenses of $22.7 million.
The change in cash used in operating activities for the three months ended December 31, 2025 was primarily due to increased pre-development, evaluation, and exploration expenses and a lower change in comparative working capital.
Extraction from Granite Creek underground is expected to range between 20,000 to 30,000 ounces 1 of gold, and the Company’s two residual heap leach operations are expected to contribute approximately 10,000 ounces of gold in 2025.
The Company’s two residual heap leach operations contributed 8,953 ounces of gold compared to the approximately 10,000 ounces expected in 2025.
Lone Tree Three months ended December 31, Year ended December 31, Operational Statistics 2024 2023 2024 2023 Gold ounces sold oz 1,859 1,087 6,948 6,225 Financial Statistics 2024 2023 2024 2023 Processing cost (processed oz) $/oz 504 1,134 663 875 Site G&A (processed oz) $/oz 118 211 189 231 Capital expenditure 1 $000s 184 267 762 13,162 1 Capital expenditure based on accrual basis.
Various construction activities are expected to commence upon the approval of the associated permits. 118 Lone Tree Three months ended December 31, Year ended December 31, Operational Statistics 2025 2024 2025 2024 Gold produced oz 1,523 1,469 6,427 6,209 Gold sold oz — 1,859 4,461 6,948 Financial Statistics 2025 2024 2025 2024 Processing cost (produced oz) $/oz 930 504 783 663 Site G&A (produced oz) $/oz 168 118 203 189 Capital expenditure 1 $000s 4,490 184 7,927 762 1 Capital expenditure based on accrual basis.
Cash provided by financing activities for the three months ended December 31, 2024 was $8.1 million compared to cash used in financing activities of $14.3 million in the comparative period of 2023. Cash provided by financing activities for the three months ended December 31, 2024, was primarily due to $9.6 million in ATM program proceeds.
Cash used in investing activities was primarily for the engineering study at Lone Tree, the Granite Creek water treatment plant, and Archimedes underground development at Ruby Hill. Cash used in financing activities for the three months ended December 31, 2025 was $0.1 million compared to cash provided by financing activities of $8.1 million in the comparative period of 2024.
The Company's wholly owned principal assets, which are at various stages of permitting and development, include the Granite Creek property, the Ruby Hill property, the Lone Tree property, the Cove property, and the FAD property. The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada.
The Company's wholly owned assets, which are at various stages of permitting, construction, technical studies, and development include the Granite Creek property, the Ruby Hill property, the Lone Tree property which hosts an autoclave processing plant which is expected to be refurbished ("Lone Tree Plant"), the Cove property and the FAD property.
These updated PEAs demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate.
Completed PEAs for Five Gold Projects During the first quarter of 2025, the Company filed updated PEAs for its five gold projects within its development plan. The PEAs demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate and new development plan.
Year ended December 31, Spot price per ounce of gold ($) 2024 2023 % Change Average 2,387 1,943 23 % Low 1,985 1,811 10 % High 2,778 2,078 34 % Average realized 2,332 1,956 19 % Cost of sales Cost of sales for the year ended December 31, 2024 was $64.6 million, which was an increase of 22% from cost of sales of $52.9 million in the comparative prior year, largely related to higher inventory impairment of $13.1 million and higher cost due to underground dewatering efforts at the Granite Creek mine.
Year ended December 31, Spot price per ounce of gold ($) 2025 2024 % Change Average 3,432 2,387 44 % Low 2,633 1,985 33 % High 4,449 2,778 60 % Average realized 3,368 2,332 44 % Cost of sales Cost of sales for the year ended December 31, 2025 was $82.0 million, which was an increase from $64.6 million in the comparative prior year period, largely driven by an increase in gold ounces sold 1 , partially offset by decreased inventory write-downs of $4.0 million compared to $13.1 million in the comparative period of 2024.
Cash used in investing activities for the year ended December 31, 2024 was $1.6 million compared to $8.3 million in the prior year. Cash used in investing activities for the year ended December 31, 2024 was primarily driven by capital expenditures of $2.0 million.
The increase in cash used in operating activities was due to increased gross profit and a positive change in comparative working capital of $3.1 million partially offset by higher expenditures related to the Company’s development plan. Cash used in investing activities for the year ended December 31, 2025 was $9.6 million compared to $1.6 million in the prior year.
Orion Convertible Loan On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement (A&R Convertible Credit Agreement") with an affiliate of Orion, as described herein.
Year ended December 31, 2025 Orion Convertible Loan On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement with an affiliate of Orion Mine Finance ("Orion Convertible Loan"). The conditions relating to the deferral of certain gold and silver deliveries at the end of 2024 (collectively, the "Waiver Agreements").
For the three months ended December 31, 2023, the Company made contingent payments and principal repayments for the Gold Prepay. Cash flows for the year ended December 31, 2024 Cash used in operating activities for the year ended December 31, 2024, was $82.5 million compared to $77.5 million cash used in operating activities in the prior year.
In the comparative prior year period, the Company’s ATM program generated $8.8 million. 127 Cash flows for the year ended December 31, 2025 Cash used in operating activities for the year ended December 31, 2025, was $83.6 million compared to $82.5 million in the prior year.
The Cove Project is, for the most part, on land controlled by the U.S.
The Cove property is, for the most part, on land controlled by the U.S. Department of Interior, BLM and patented mining claims and consists of 100%-owned unpatented claims and twelve leased patented claims.
Cove pre-development expenditures were lower in the current quarter compared to the prior year quarter as the work was largely completed in 2024.
Cove pre-development, evaluation and exploration expenditures decreased in the year ended December 31, 2025 compared to the prior year period as geotechnical drilling was completed in the fourth quarter of 2024 and delineation drilling completed in the first quarter of 2025.
Average realized gold price per ounce of gold sold 1 Three months ended December 31, Year ended December 31, (in thousands of U.S. dollars, unless otherwise noted) 2024 2023 2024 2023 Nevada production Revenue per financial statements 23,228 25,837 50,335 54,910 Processing costs net in revenues — 2,797 — 2,797 Silver revenue (53) (124) (125) (255) Gold revenue 23,175 28,509 50,210 57,452 Gold ounces sold 1 9,053 14,331 21,527 29,370 Average realized gold price ($/oz) 2,560 1,989 2,332 1,956 Lone Tree Revenue 5,028 2,233 16,534 12,324 Silver revenue (53) (32) (82) (51) Gold revenue 4,975 2,201 16,452 12,273 Gold ounces sold 1,859 1,087 6,948 6,225 Average realized gold price ($/oz) 2,676 2,025 2,368 1,972 Ruby Hill Revenue 4,177 3,771 8,409 12,896 Silver revenue — (92) (43) (204) Gold revenue 4,177 3,679 8,366 12,692 Gold ounces sold 1,611 1,862 3,618 6,643 Average realized gold price ($/oz) 2,593 1,976 2,312 1,911 Granite Creek Revenue 14,023 19,833 25,392 29,690 Processing costs net in revenues — 2,797 — 2,797 Gold revenue 14,023 22,630 25,392 32,487 Gold ounces sold 1 5,583 11,382 10,961 16,502 Average realized gold price ($/oz) 2,512 1,988 2,317 1,969 1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%) 115 Table of C o ntents Adjusted loss 1 Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table: Three months ended December 31, Year ended December 31, (in thousands of U.S. dollars, unless otherwise noted)(i) 2024 2023 2024 2023 Net loss $ (17,730) $ (36,053) $ (121,533) $ (89,654) Adjust for: Gain (loss) on Convertible Loans valuation 3,375 (2,204) 11,799 21,852 Gain (loss) on warrant valuation 8,293 (846) 8,981 16,686 Loss on on Gold Prepay derivative valuation (77) (4,528) (7,990) (4,591) Loss on on Silver Purchase Agreement derivative valuation (3,318) (1,274) (9,897) — Inventory NRV adjustment (1,008) (1,516) (13,103) (10,047) Loss on contingent and deferred consideration — (150) (102) (1,552) Total adjustments 7,265 (10,518) (10,312) 22,348 Adjusted loss $ (24,995) $ (25,535) $ (111,221) $ (112,002) Weighted average shares 396,433,803 297,350,856 359,206,859 274,057,213 Adjusted loss per share $ (0.06) $ (0.09) $ (0.31) $ (0.41) CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS Certain information set forth in this Annual Report on Form 10-K including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the impact and anticipated timing of the Company’s development plan and recapitalization plan, production guidance and outlook, the anticipated growth expenditures, the anticipated timing of permitting, production, project development or technical studies constitutes forward looking statements or forward-looking information within the meaning of applicable securities laws.
Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share. 128 Average realized gold price per ounce of gold sold 1 Three months ended December 31, Year ended December 31, (in thousands of U.S. dollars, unless otherwise noted) 2025 2024 2025 2024 Consolidated Revenue 21,290 23,228 95,193 50,335 Silver revenue (3) (53) (223) (125) Gold revenue 21,287 23,175 94,970 50,210 Gold sold¹ 5,477 9,053 28,196 21,527 Average realized gold price ($/oz) 3,887 2,560 3,368 2,332 Granite Creek Revenue 20,296 14,023 73,575 25,392 Gold ounces sold 1 5,226 5,583 21,637 10,961 Average realized gold price ($/oz) 3,884 2,512 3,400 2,317 Lone Tree Revenue 3 5,028 14,429 16,534 Silver revenue (3) (53) (48) (82) Gold revenue — 4,975 14,381 16,452 Gold sold — 1,859 4,461 6,948 Average realized gold price ($/oz) N/A 2,676 3,224 2,368 Ruby Hill Revenue 991 4,177 7,189 8,409 Silver revenue — — (175) (43) Gold revenue 991 4,177 7,014 8,366 Gold sold 251 1,611 2,098 3,618 Average realized gold price ($/oz) 3,948 2,593 3,343 2,312 Adjusted loss 1 Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table: Three months ended December 31, Year ended December 31, (in thousands of U.S. dollars, unless otherwise noted) 2025 2024 2025 2024 Net loss $ (85,559) $ (17,730) $ (198,847) $ (121,533) Adjust for: Write-down of property, plant and equipment (26,246) — (26,246) — Loss on Silver Purchase Agreement and embedded derivative (7,973) (3,318) (14,575) (9,897) (Loss) gain on fair value measurement of warrant liability (12,833) 8,293 (17,959) 8,981 Loss on Gold Prepay Agreement and embedded derivative (1,275) (77) (16,158) (7,990) Gain (loss) on fair value measurement of Convertible Loans 547 3,375 (989) 11,799 Loss on deferred consideration — — — (102) Inventory NRV adjustment — (1,008) — (13,103) Total adjustments $ (47,780) $ 7,265 $ (75,927) $ (10,312) Adjusted loss (37,779) (24,995) (122,920) (111,221) Weighted average shares 825,885,244 396,433,803 671,730,323 359,206,859 Adjusted loss per share $ (0.05) $ (0.06) $ (0.18) $ (0.31) 1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%) 129 Adjusted loss is higher for the three months and year ended December 31, 2025, compared to the prior year periods due to increased pre-development, evaluation and exploration expenses partially offset by higher gross profit.
On December 31, 2024 the Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 as part of an amendment of those agreements with Orion.
During the first quarter, the Company entered into agreements to defer the December 2024 Orion Gold Prepay Agreement and January 2025 Silver Purchase Agreement deliveries, which were settled on April 2, 2025, by entering into a New Gold Prepay and Silver Purchase Agreement with National Bank with deliveries of 6,864 ounces of gold and 345,549 ounces of silver due by September 30, 2025.
The lower depreciation in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023. 1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%). 2 This is a Non-GAAP Measure; please see “Non-GAAP Measures” section. 106 Table of C o ntents Exploration and pre-development expenses Year ended December 31, (in thousands of USD) 2024 2023 Granite Creek 4,851 3,694 Ruby Hill 684 15,794 Cove 8,994 13,137 Other 172 3,791 Total exploration and evaluation 14,701 36,416 Granite Creek 19,577 16,712 Cove 2,991 6,470 Ruby Hill 1,112 1,269 Other 49 224 Total pre-development 23,729 24,675 Total exploration and evaluation and pre-development 38,430 61,091 For the year ended December 31, 2024, the Company incurred $38.4 million of exploration, evaluation and pre-development expenses compared to $61.1 million of expenses for year ended December 31, 2023.
During the second quarter of 2025, a write-down was recognized mainly due to higher processing fees related to sulfide mineralized material and heap leach material at Granite Creek Depreciation, depletion and amortization Total depreciation, depletion, and amortization expense for the year ended December 31, 2025 increased compared to the prior year mainly due to higher leach pad depreciation related to Granite Creek material which began in the fourth quarter of 2024. 1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%). 2 This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section. 121 Pre-development, evaluation and exploration expenses Year ended December 31, (in thousands of USD) 2025 2024 Granite Creek 38,026 24,428 Ruby Hill 18,406 1,796 Cove 9,438 11,985 Other 201 221 Total pre-development, evaluation and exploration expenses 66,071 38,430 For the year ended December 31, 2025, the Company incurred $66.1 million of pre-development, evaluation and exploration expenses compared to $38.4 million of expenses for year ended December 31, 2024.
Financial results for the year ended December 31, 2024 Revenue Revenue for the year ended December 31, 2024 was $50.3 million, a decrease of 8% from $54.9 million in the comparative prior year.
The decreased interest expense was primarily related to Gold Prepay Agreement interest accretion that has decreased as a result of settlements. Financial results for the year ended December 31, 2025 Revenue Revenue for the year ended December 31, 2025 was $95.2 million, an increase of 89% from $50.3 million in the comparative prior year period.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Index to Management's Discussion and Analysis of Financial Condition and Results of Operations Page Overview 94 Discussion Of Operational Results 100 Discussion Of Financial Results 104 Discussion Of Financial Position 108 Liquidity And Capital Resources 108 Commitments And Contingencies 113 Critical Accounting Estimates 113 C autionary S tatement on Forward L ooking Statements 116 Non- GAAP Financial Performance Measures 114 OVERVIEW Company Overview i-80 Gold Corp. is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and extraction of gold and silver.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Company Overview i-80 Gold Corp. (the "Company" or "i-80 Gold") is a Nevada-focused growth-oriented gold and silver mining company engaged in the exploration and extraction of gold and silver.
Equity Outstanding share data As of March 28, 2025 Common Shares 443,358,811 Warrants 52,929,682 Stock Options 9,223,290 Restricted Share Units ("RSU") 8,626,380 Deferred Share Units ("DSU") 848,704 110 Table of C o ntents Share Capital During the year ended December 31, 2024, the Company issued the following shares: Share issuance Shares issued Gross Amounts (000s) ($000s) Brokered placement 69,698 74,644 Private placement 13,064 17,436 ATM Program 22,408 22,559 Granite Creek contingent payments 2,727 3,564 Shares issued in relation to convertible loan 2,128 2,463 Exercise of stock options 1,259 2,164 111,284 122,830 • Brokered Placement - On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115 million).
Equity Outstanding share data As of February 19, 2026 Common Shares 841,020,280 Warrants 204,479,078 Stock Options 8,212,902 Restricted Share Units ("RSU") 14,002,393 Performance Share Units ("PSU") 3,805,342 Deferred Share Units ("DSU") 1,623,292 125 Share Capital During the year ended December 31, 2025 and 2024 the Company issued the following shares: Year ended (in thousands of U.S. dollars and shares) December 31, 2025 December 31, 2024 Number of shares issued Amounts Number of shares issued Amounts Bought deal offering (a) 345,760 152,745 69,698 70,104 Private placement (a) 25,240 11,778 13,064 17,056 Prospectus offering and private placement (b) 29,210 15,935 — — ATM Program (c) 4,341 2,426 22,408 21,766 Share purchase warrants (d) 11,519 8,716 — — Contingent payments (e) — — 2,727 3,564 Convertible loan 2,128 2,463 Share-based compensation 1,373 1,750 1,259 2,282 Total 417,443 193,350 111,284 117,235 Bought Deal Offering and Private Placement (a) On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.5 million.
The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the NYSE American (“NYSE”) under the symbol IAUX. The Company’s head office is located in Reno, Nevada, United States ("US"). The Company's executive office is located in Toronto, Ontario, Canada.
The Company’s head office is located in Reno, Nevada, United States ("US") and its principal executive office is located in Toronto, Ontario, Canada. Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.
The Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028. ATM Program Subsequent to the period ended December 31, 2024, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds o f $2.5 million .
The Orion Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement expires at the end of December 2028.
In addition, i-80 Gold and Orion agreed to enter into an offtake agreement dated February 7, 2025 (the “Orion Offtake Agreement”) based on similar terms to the existing amended and restated offtake agreement with Deterra Royalties Limited (acquirer of Trident Royalties PLC) which expires at the end of December 2028 (the "Deterra Offtake").
The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion entered into the Orion Offtake Agreement. The Orion Offtake Agreement has similar terms to the existing agreement with Vox Royalty Corp. and will commence once the current offtake agreement expires at the end of December 2028.
Three months ended December 31, Spot price per ounce of gold ($) 2024 2023 % Change Average 2,660 1,976 35 % Low 2,567 1,819 41 % High 2,778 2,078 34 % Average realized 2,560 1,989 29 % Cost of sales Cost of sales for the three months ended December 31, 2024 was $20.9 million, which was a decrease of 4% from cost of sales of $21.9 million in the comparative prior year period due to lower sales volumes, offset by higher cost from underground dewatering efforts at the Granite Creek.
During the three months ended December 31, 2025, gold ounces sold 1 totaled 5,477 ounces at an average realized gold price 2 of $3,887 per ounce compared to gold ounces sold 1 of 9,053 at an average realized gold price 1 of $2,560 per ounce during the same period of 2024. 1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%). 2 This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section. 119 Three months ended December 31, Spot price per ounce of gold ($) 2025 2024 % Change Average 4,135 2,660 55 % Low 3,872 2,567 51 % High 4,449 2,778 60 % Average realized 3,887 2,560 52 % Cost of sales Cost of sales for the three months ended December 31, 2025 was $16.4 million, a slight decrease from $20.9 million in the comparative prior year quarter due to lower gold ounces sold 1 , partially offset by an increase in costs largely related to processing costs.

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