IAUX 10-K & 10-Q changes, risk factors and insider trading
i-80 Gold Corp. (also IAUX-WT) · NYSE · Gold And Silver Ores · CIK 1853962 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“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: …”see in full comparison
see in full comparisonTheIfCorporationwecouldwere to becomeclassified asa “passive foreign investment company”forduring a U.S.federaltaxpayer’sincomeholdingtaxperiod,purposes in the current tax year or a future tax year, which could result incertain adverse U.S. federal income tax consequencestomay result for such U.S.investors.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. 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. …”see in full comparison
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 Treesee in full comparisonautoclave facilityPlant is operational. Based on the Company'spresent estimates, and dependent on the results of a forthcomingcompleted refurbishment study, the Company's autoclave facility at the Lone TreeautoclavePlant is targeted for completion by the end of 2027. 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 such circumstances, if the Company is unable to obtain an extension of the New Toll Milling Agreement in a timely manner (or at all), the Company will be required to seek other arrangements for the processing of refractory material from its Granite Creek and Archimedes underground operations. There can be no certainty that such arrangement can be reached in a timely manner (or at all) on terms that are acceptable to the Company. If an extension of the New Toll Milling Agreement or an alternative arrangement cannot be obtained, the Company's underground operations at Granite Creek and Archimedes will be disrupted until such time as an extension or alternative arrangement can be reached.In addition, asAs 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. 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. 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.
If high US tariffs are imposed onsee in full comparisonCanadian products and the products ofother countries andCanada and theother 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. The eventuality, timing and rates of potential US tariffs, and the countries on which they are levied are difficult to predict at this time. However, US tariffs are likely to be met with retaliatory tariffs and a multi-country trade war against the US could develop. 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 tradewar on the Canadian economy,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. ACanada-US or abroader 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.CanadianForeign 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. The Company has some flexibility to adjust the timing, scale of, or even cancel, many of its work programs in response to increasing costs or unavailability of supplies. The indirect effects of tariffs imposed by the US or by both countries are difficult to assess, but the potential for tariffs represents a risk to the Company’s ability to fulfill some of its key objectives.
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.see in full comparison
Full comparison: every changed paragraph (14)
Mining operations are inherently dangerous and generally involve a high degree of risk. The Company's operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of gold and silver, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure, mining voids and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life, damage to property and environmental damage, all of which may result in possible legal 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, geomechanicalgeo-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. The occurrence of any of these events could result in a prolonged interruption of the Company's operations that would have a material adverse effect on its business, financial condition, results of operations and prospects.
Upon achieving commercial,commercial production, the Company's profitability will be dependent upon the market price of gold and any other metals contained in minerals discovered. Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Gold and silver prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors 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.
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 autoclavePlant becomes fully operational, and (ii) October 14, 2024, subject to extension by mutual agreement between the parties. In March of 2025, a new toll milling (autoclave) agreement was entered into with the Processor for a term expiring on December 31, 2027, with Ruby Hill Mining Company, LLC included as a party thereto (the "New Toll Milling Agreement").
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 autoclave facilityPlant is operational. Based on the Company's present estimates, and dependent on the results of a forthcomingcompleted refurbishment study, the Company's autoclave facility at the Lone Tree autoclavePlant is targeted for completion by the end of 2027. 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 such circumstances, if the Company is unable to obtain an extension of the New Toll Milling Agreement in a timely manner (or at all), the Company will be required to seek other arrangements for the processing of refractory material from its Granite Creek and Archimedes underground operations. There can be no certainty that such arrangement can be reached in a timely manner (or at all) on terms that are acceptable to the Company. If an extension of the New Toll Milling Agreement or an alternative arrangement cannot be obtained, the Company's underground operations at Granite Creek and Archimedes will be disrupted until such time as an extension or alternative arrangement can be reached. In addition, asAs 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. 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. 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.
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.
There is significant evidence of the effects of climate change on our planet and an intensifying focus on addressing these issues. Climate change is a global challenge that may have both favorable and adverse effects on our business in a range of possible ways. Mining and processing operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As such, the Company is impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency, and reporting of climate-changeclimate change related risks. While some of the costs associated with reducing emissions may be offset by increased energy efficiency, technological innovation, or the increased demand for our metals as part of technological innovations, the current regulatory trend may result in additional transition costs at some of our operations. Governments are introducing climate-change legislation and treaties at the international, national, and local levels, and regulations relating to emission levels and energy efficiency are evolving and becoming more rigorous. Current laws and regulatory requirements are not consistent across the jurisdictions in which we operate, and regulatory uncertainty is likely to result in additional complexity and cost in our compliance efforts. Public perception of mining is, in some respects, negative and there is increasing pressure to curtail mining in many jurisdictions as a result, in part, of perceived adverse effects of mining on the environment and on local communities. Concerns around climate change may also affect the market price of our Common Shares as institutional investors and others may divest interests in industries that are thought to have more environmental impacts. While the Company is committed to operating responsibly and reducing the negative effects of our operations on the environment, our ability to reduce emissions and energy and water usage by increasing efficiency and adopting new innovation is constrained by technological advancement, operational factors, and economics. Adoption of new technologies, the use of renewable energy, and infrastructure and operational changes necessary to reduce water usage may also increase our costs significantly. Concerns over climate-change,climate change, and our ability to respond to regulatory requirements and societal pressures, may have significant impacts on our operations and our reputation and may even result in reduced demand for our products.
The physical risks of climate change could also adversely impact our operations. These risks include, among other things, extreme weather events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and extreme temperatures. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters, such as hurricanes, earthquakes, hailstorms, wildfires, snow, ice storms, the spread of disease and insect infestations. Climate-related events such as mudslides, floods, droughts, and fires can have significant impacts, directly and indirectly, on our operations and could result in damage to our facilities, disruptions in accessing our sites with labor and essential materials or in shipping products from our mines, risks to the safety and security of our personnel and to communities, shortages of required supplies such as fuel and chemicals, inability to source enough water to supply our operations, and the temporary or permanent cessation of one or more of our operations. There is no assurance that we will be able to anticipate, respond to, or manage the risks associated with physical climate-changeclimate change events and impacts, and this may result in material adverse consequences to our business and to our financial results.
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. The eventuality, timing and rates of potential US tariffs, and the countries on which they are levied are difficult to predict at this time. However, US tariffs are likely to be met with retaliatory tariffs and a multi-country trade war against the US could develop. 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,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. 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. CanadianForeign 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. The Company has some flexibility to adjust the timing, scale of, or even cancel, many of its work programs in response to increasing costs or unavailability of supplies. The indirect effects of tariffs imposed by the US or by both countries are difficult to assess, but the potential for tariffs represents a risk to the Company’s ability to fulfill some of its key objectives.
The Company has no history of earnings as a stand-alone entity and does not anticipate paying dividends on the Common Shares in the foreseeable future. Several of the agreements entered into in connection with the Financing Package,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. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including operating results, financial condition and anticipated cash needs. See "Dividends and Distributions".
The Company is an "emerging growth company" as defined in section 3(a) of the U.S. Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the U.S. Securities Act; (c) the date on which the Company has, during the previous three year period, issued more than US$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a "large accelerated filer", as defined in Rule 12b–2 under the U.S. Exchange Act. The Company will qualify as a largelarge, accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be US$700,000,000 or more. For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company cannot predict whether investors will find the Common Shares less attractive because the Company relies upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company's development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company's business, financial condition and results of operations.
TheIf Corporationwe couldwere to become classified as a “passive foreign investment company” forduring a U.S. federaltaxpayer’s incomeholding taxperiod, purposes in the current tax year or a future tax year, which could result incertain adverse U.S. federal income tax consequences tomay result for such U.S. investors.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. 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. 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. 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. 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. 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. 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. 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. 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. 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.
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. 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. 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. 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.
Management's Discussion & Analysis (MD&A)
New heading “Year ended December 31, 2025”
New heading “Franco-Nevada Royalty”
New heading “New Gold Prepay and Silver Purchase Agreement”
New heading “Working Capital Facility”
New heading “Bought Deal Offering and Private Placement”
New heading “Granite Creek Property”
New heading “Ruby Hill Property”
New heading “General and administrative”
New heading “Write-down of property, plant and equipment”
New heading “Other (expense) income”
New heading “Financial results for the year ended December 31, 2025”
New heading “General and administrative”
New heading “New Gold and Silver Prepay Agreement”
New heading “Working Capital Facility”
New heading “Bought Deal Offering and Private Placement”
New heading “Prospectus Offering of Common Shares”
New heading “Contingent Payment”
New heading “Shares issued Convertible loan”
New heading “RELATED PARTY TRANSACTION”
Removed heading “Transition to US Generally Accepted Accounting Principles ("US GAAP")”
Removed heading “Fourth Quarter 2024”
Removed heading “Strategy Overview”
Removed heading “New Development Plan & Update on Joint Venture for the Ruby Hill Project”
Removed heading “New Gold & Silver Prepay Agreement & Working Capital Facility”
Removed heading “Contingent Payments”
Removed heading “Equity Offerings”
Removed heading “Silver Purchase Agreement Amendments”
Removed heading “Convertible Loan”
Removed heading “Exploration and pre-development expenses”
Removed heading “Financial results for the year ended December 31, 2024”
Removed heading “Depreciation, depletion and amortization”
Removed heading “Exploration and pre-development expenses”
Removed heading “CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS”
Largest changes
“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. …”see in full comparison
“Historically, the Company has prepared its financial statements under International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board ("IFRS") permitted by security regulators in Canada, as well as in the U.S. under the foreign private issuer status as defined by the United States Securities and Exchange Commission ("SEC"). On June 28, 2024, the Company determined that it would no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025. …”see in full comparison
“The Company assesses the carrying value of its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts of such assets may not be recoverable. …”see in full comparison
“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. 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.”see in full comparison
“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").”see in full comparison
Full comparison: every changed paragraph (334)
Company Overview i-80 Gold Corp. (the "Company" or "i-80 Gold") is a Nevada-focused growth-oriented gold and silver producermining company engaged in the exploration, development,exploration and extraction of gold and silver. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located onin some of Nevada's most prolific gold-producing trends. The Company's wholly owned principal assets, which are at various stages of permittingpermitting, construction, technical studies, and development,development include the Granite Creek property, the Ruby Hill property, the Lone Tree property,property which hosts an autoclave processing plant which is expected to be refurbished ("Lone Tree Plant"), the Cove property,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 common shares are listed on the TorontoNYSE Stock Exchange (“TSX”)American under the trading symbol IAUIAUX and on the NYSE American (“NYSE”)TSX under the trading symbol IAUX.IAU. The Company’s head office is located in Reno, Nevada, United States ("US"). Theand Company'sits principal executive office is located in Toronto, Ontario, Canada.
Transition to US Generally Accepted Accounting Principles ("US GAAP")
Historically, the Company has prepared its financial statements under International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board ("IFRS") permitted by security regulators in Canada, as well as in the U.S. under the foreign private issuer status as defined by the United States Securities and Exchange Commission ("SEC"). On June 28, 2024, the Company determined that it would no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025. As a result, beginning January 1, 2025 the Company was required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company was required to prepare its financial statements using US GAAP effective beginning with the Company’s 2024 annual consolidated financial statements to which this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") relates and for all subsequent reporting periods. The transition to US GAAP was made retrospectively. The Company transitioned to US GAAP effective December 31, 2024 and has retroactively restated its comparatives.
The main transition adjustments recognized in the Company's financial statements as at December 31, 2024 were as follows:
•Capitalization reversal of $80.2 million related to underground development at the Granite Creek and Cove projects as US GAAP requires mineral reserves to be declared in order to begin the development stage.
•Reclamation liabilities and assets decreased by $17.0 million and $20.5 million, respectively due to the use of a credit adjusted risk free rate, a higher discount rate than what was used under IFRS partially offset by the inclusion of third-party costs under US GAAP.
•Certain embedded derivatives such as the equity portion of the convertible debenture conversion option were derecognized under US GAAP as they were determined to be indexed to the company's own stock. The reclassification from equity to debt was $18.9 million. As a result of the reclassification, the effective interest rate was reduced from 18.99% to 9.24%. As at December 31, 2024 $5.4 million of accretion was recorded and the net change in equity was $13.9 million.
•For the Company's accounting of the 2023 acquisition of Paycore Minerals Inc ("Paycore"). an additional deferred tax liability of $13.9 million was recognized due to an IFRS exemption that is not available under US GAAP on acquisition date.
Operational and Financial OverviewHighlights
Fourth Quarter 2024
•Total revenue totaled $23.2 million for the quarter compared to $25.8 million in the comparative prior year period due to lower volumes sold partially offset by a higher average realized gold price.
•Gold sales1 totaled 9,053 ounces at an average realized gold price2 of $2,560 per ounce, resulting in revenue of $23.2 million, compared to gold sales1 of 14,331 ounces at an average realized gold price2 of $1,989 per ounce, resulting in revenue of $28.5 million in the fourth quarter of 2023.
•Loss per share of $0.04 per share for the quarter, a decrease from $0.12 loss per share in the prior year period.
•Cash used in operating activities was $9.2 million, an increase in cash used from the prior year period due to comparatively lower change in working capital.
•Cash balance of $19.0 million as at December 31, 2024, a increase of $2.8 million from the end of the third quarter due to proceeds from the at-the-market equity program partially offset by cash used in operations and exploration and development activities.
•Adopted a new development plan, following a leadership change, to permit, construct, and ramp up five gold projects over the balance of the decade aiming to create a mid-tier gold producer capable of producing approximately 400,000 to 500,000 ounces of gold annually, starting with the development of three underground mines while accelerating two large open pit oxide deposits.
•Commenced the process of updating the Preliminary Economic Assessments for five gold projects, which were completed as planned in the first quarter of 2025.
•Continued to advance gold projects which are currently at various stages of redevelopment, with a focus on the continued ramp up at the Granite Creek Underground Project, strengthening the balance sheet, and ongoing permitting at all five projects.
•Initiated a recapitalization plan to reschedule current debt obligations and provide the additional capital required to execute the new development plan.
YearThree months ended December 31, 20242025
•Revenue was $21.3 million which represented 5,477 ounces1 at an average realized gold price2 of $3,887 per ounce compared to $23.2 million represented by 9,053 ounces1 at an average realized gold price2 of $2,560 per ounce in the prior year period. The Company held a higher inventory balance at the end of the quarter due primarily to the timing of third-party processing. The stockpile balance was over 6,500 recovered ounces of gold which is expected to be processed during the first quarter of 2026.
•Gross profit increased to $4.7 million from $1.8 million in the prior year period due to higher gold prices. Granite Creek generated gross profit for the second half of 2025.
•Net loss increased to $85.6 million compared to $17.7 million in the prior year period due primarily to non-cash fair value revaluations on derivative financial instruments of $21.5 million driven by stronger metal prices and the Company's increased share price. Additionally, a non-cash write-down of $26.2 million related to Lone Tree Plant assets that were identified as obsolete following the completion of the related engineering study. Additionally, higher pre-development, evaluation and exploration expenses were incurred as the Company advances multiple projects within its development plan. Upon declaration of mineral reserves, certain pre-development, evaluation and exploration expenditures currently expensed, will be capitalized.
•Loss per share of $0.10 increased from $0.04 loss per share in the prior year period primarily due to higher net loss, partially offset by an increase in the number of outstanding common shares following the equity raise in May 2025.
•Revenue totaled $50.3 million compared to $54.9 million in the comparative prior year period due to lower volumes sold partially offset by higher average realized gold price.
•Gold sales1 totaled 21,527 ounces for the year at an average realized gold price2 of $2,332 per ounce, resulting in revenue of $50.2 million, compared to gold sales of 29,370 ounces at an average realized gold price2 of $1,956 per ounce, resulting in revenue of $57.5 million in 2023.
•Cash used in operating was $82.5 million, an increase from the prior year primarily due to lower production from the Company’s projects, partially offset by higher average realized gold price.
•Loss per share of $0.34 per share was an increase from $0.33 loss per share in the comparative prior year.
•Year-end cash balance of $19.0 million, an increase of $2.7 million during the year due to cash provided by financing activities, partially offset by cash used in operations and exploration and pre-development expenditures.
•Approximately 110,000 feet of core and reverse circulation drilling completed with multiple positive results to expand mineralization further at the Granite Creek Underground Project, the Archimedes Underground Project within the Ruby Hill property, and the Cove Project.
•Published its second annual sustainability report which is accessible on the Company’s website.
•Adjusted loss increased to $37.8 million compared to $25.0 million in the prior year period due to increased spending on pre-development, evaluation and exploration expenses.
•Cash used in operating activities of $34.3 million increased compared to $9.2 million in the prior year period as a result of increased pre-development, evaluation, and exploration expenses.
•Cash and cash equivalents were $63.2 million as at December 31, 2025, a decrease of $39.6 million compared to September 30, 2025, primarily due to cash used in pre-development, evaluation, and exploration expenses, capital expenditures on property, plant, and equipment primarily for the Lone Tree Plant study, the repayment of the Sprott Convertible Loan and a build up of finished good and stockpile at the end of the year.
•Completed approximately 13,000 meters of drilling. Activities included drilling at Granite Creek underground to enhance mineral resource definition and support a planned feasibility study, infill drilling at Archimedes underground to enhance mineral resource definition ahead of mining and geotechnical drilling at Cove underground to support the planned feasibility study.
•Completed the Lone Tree Plant engineering study ("Study") which confirmed plant design, processing capacity and scope of work, resulting in a capital cost estimate of $412 million, inclusive of contingency, owner's cost and first fills, plus $18 million in capital spares for a total of $430 million.
Year ended December 31, 2025
•Revenue increased to $95.2 million from $50.3 million in the prior year which represented 28,196 ounces1 at an average realized gold price2 of $3,368 per ounce, compared to gold sales of 21,527 ounces1 at an average realized gold price2 of $2,332 per ounce in the prior year as mining activity at Granite Creek increased.
•Achieved 2025 guidance with 31,930 ounces of consolidated gold output, an increase from the prior year as mining activities continued to ramp up at Granite Creek underground.
•Gross profit improved to $11.5 million from a gross loss of $15.7 million in the prior year due to increased revenue. Granite Creek generated gross profit for the second half of 2025.
•Net loss of $198.8 million compared to $121.5 million in the prior year was higher due to other expenses from non-cash fair value revaluation losses, a non-cash write-down, and higher pre-development, evaluation and exploration expenses as the Company advances multiple projects with in the development plan partially offset by higher gross profit.
•Adjusted loss increased to $122.9 million from $111.2 million in the prior year due to increased spending on pre-development, evaluation and exploration expense as the Company advanced multiple projects within its development plan, partially offset by higher gross profit.
•Loss per share of $0.30 decreased from loss per share of $0.34 in the comparative prior year due to an increase in outstanding common shares following the equity raise in May 2025, partially offset by higher net loss.
•Cash used in operating activities was $83.6 million and was comparable to $82.5 million in the prior year.
•Cash balance of $63.2 million as at December 31, 2025, increased by $44.2 million during the year, due to proceeds from the brokered and private placements and higher gross profit, partially offset by a principal repayment on the Gold Prepay and Silver Purchase Agreement along with the Sprott Convertible Loan.
•Completed approximately 37,000 meters of drilling across the portfolio, including mineral resource definition drilling at Granite Creek underground project to support a feasibility study, technical drilling at Mineral Point open pit, infill drilling at Archimedes underground to enhance resource definition ahead of mining, and resource definition and geotechnical drilling at Cove underground to support a planned feasibility study.
•Total Recordable Injury Frequency Rate improved to 0.62 compared to 1.27 in the prior year.
•Strengthened technical leadership with the appointment of a new Chief Operating Officer and added depth across core management roles in operations, technical services and permitting.
•Received all required permits and commenced construction for the upper level of the Archimedes underground project – the Company's second underground mine – marking a key milestone in Phase one of its development plan.
•Commenced early work activities for the Lone Tree Plant refurbishment under a limited notice-to-proceed, followed by the completion of the Study of the refurbishment design and the capital costs.
•Stabilized groundwater inflow at Granite Creek underground - the Company's first brownfield project to be redeveloped - through enhanced dewatering infrastructure and a predictive ground water model improving development and mining rates.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).
Strategy Overview i-80 Gold is executing a multi-asset development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing the Company’s two high-grade underground mines and the refurbishment and commissioning of the Lone Tree Plant, which will serve as a central processing hub for underground refractory material from all three underground projects. Development of the Company’s third underground mine as well as its two large, open pit oxide projects are expected to follow to support a long-term target of more than 600,0001 ounces of annual gold output. All of the Company's properties are currently considered to be in the exploration stage as mineral reserves have yet to be defined.
In support of the three-phase development plan, the Company released Preliminary Economic Assessment prepared in accordance with NI 43-101 and the corresponding Initial Assessment prepared under S-K 1300 each published in the first quarter of 2025 and Initial Assessments ("PEA") in the first quarter of 2025 for all five core gold projects. These PEAs outlined a clear and achievable path to production and cash flow growth. Permitting, technical studies, development work and ramp up are actively being advanced across portfolio of core projects, as well as the Lone Tree Plant, in support of upcoming feasibility studies.
Phase one of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in this phase is the refurbishment and commissioning of the Lone Tree Plant to unlock the full value of the Company’s underground mines. Once commissioned, the Lone Tree Plant will enable processing of underground mineralized material to shift from third-party toll-milling to owner-operated processing in 2028. Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase one beginning in 20281.
Phase two of the development plan focuses on bringing two additional projects into operation: Cove, the third planned underground mine, and Granite Creek open pit. Mineralized material from Cove is expected to be processed at the Lone Tree Plant beginning in 2029. With four producing assets, average annual gold output is expected to increase to a range of between 300,000 to 400,000 ounces of gold in 20301, representing a significant step in i-80 Gold’s transition to a mid-tier producer.
Phase three is anchored by the Mineral Point open pit project, which is expected to become the Company’s largest producing asset and projected to help the Company achieve its target of an average annual gold output beyond 600,000 ounces in the early 2030s1. The recent financing package provides flexibility to accelerate the feasibility study and permitting work for the Mineral Point open pit project. With several feasibility studies currently in progress, we continue to identify opportunities to optimize the development schedule for Phases two and three.
2This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
Strategy Overview
What changed in the latest 10-Q
Risk Factors
The Company and its future business, operations, and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stages of exploration of its mineral properties. Certain of these risks and uncertainties are under the heading “Risk Factors” under the Company’s Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) which is available on EDGAR at www.sec.gov and our website at www.i80gold.com. There have been no material changes to the risk factors set forth in the Company’s Form 10-K. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial may impair our business operations.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026”
New heading “Development Highlights”
New heading “Sustainability Highlights”
New heading “Termination of Offtake Agreement”
New heading “Six months ended June 30, 2026”
New heading “Financial results for the six months ended June 30, 2026”
New heading “General and administrative expenses”
New heading “Other income and expenses, net”
New heading “Interest Expenses”
New heading “Loss on loan extinguishment”
New heading “Offtake termination”
New heading “Cash flows for the six months ended June 30, 2026”
Removed heading “Recapitalization Plan”
Largest changes
“On June 26, 2026, the Company entered into a termination and settlement agreement with Vox Royalty Corp. to terminate its gold offtake agreement, eliminating the fixed obligation to deliver up to 40,000 ounces of refined gold per year from the Granite Creek and Ruby Hill properties through December 31, 2028, and subject to pricing based upon a lookback period. The Company issued 3,453,237 common shares valued at $4.8 million in consideration. …”see in full comparison
“There is sufficient cash on hand to meet the Company’s material cash requirements, including commitments for capital expenditures contemplated under our current development plans, for the next twelve months from the end of our most recent fiscal quarter and beyond. If our development plans for our properties materially change or accelerate from our current assumptions, the Company may need to secure additional funds in the future to support such amended or accelerated plans. …”see in full comparison
Full comparison: every changed paragraph (194)
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. The Company is one of the fifth largest mineral resource holderholders 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. These wholly owned assets, which are largely brownfield project at various stages of permitting, construction, technical studies, development, and operation, are situated across four properties which include the Granite Creek property, the Ruby Hill propertyproperty, the Lone Tree property, which hosts an autoclave and carbon-in-leach processing plant in the process of being refurbished (the "Lone Tree Plant"), and the Cove property,.property.
The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada. The Company’s common shares are listed on the NYSE American under the trading symbol IAUX and on the TSXToronto Stock Exchange under the trading symbol IAU. The Company’s head office is located in Reno, Nevada, United States ("US") and its executive office is located in Toronto, Ontario, Canada.
Three months ended MarchJune 31,30, 2026
•RevenueRevenues increasedwere to $52.4$24.3 million, representing 10,5905,335 ounces in gold sold1sold2 at an average realized gold price2price1 of $4,941$4,522 per ounce, compared to $14.0$27.8 million represented by 4,9528,400 ounces1ounces at an average realized gold price2price1 of $2,825$3,301 per ounce in the prior year period. The increasedecrease in revenuerevenues was primarily driven by higherlower gold salessold at Granite Creek as a result of delays at the third-party processing facility, partially offset by a higher average realized gold price2. Revenues in the prior year quarter were higher due to the finalization of the third-party toll processing agreement in March 2025 and the processing of a higher averagevolume realizedof goldstockpile price2.material.
•GrossGold profitproduction increased to $16.111,098 millionounces fromcompared $2.9with million4,178 ounces in the prior year period due to increases in revenue.period.
•Net loss increased to $78.6 million compared to $41.2 million in the prior year period, due primarily to higher non-cash fair value revaluations on derivative financial instruments of $48.4 million driven by stronger metal prices. Additional non-cash losses on extinguishment of the gold prepay agreement, convertible loan, and convertible debentures of $7.1 million also contributed to lower net earnings, as well as financing expenses incurred in the amount of $9.9 million. Higher pre-development, evaluation and exploration expenses were incurred as the Company advances multiple projects within its development plan, which were partially offset by higher gross profit. Upon declaration of mineral reserves, certain pre-development, evaluation and exploration expenditures currently expensed, will be capitalized.
•Loss per share of $0.09 decreased from $0.10 loss per share in the prior year period primarily due to an increase in the number of outstanding common shares following the equity raise in May 2025.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2026 (2025 - 59%).
•AdjustedGross lossprofit increased to $28.6$8.6 million comparedfrom to $23.6$0.8 million in the prior year period due to increased spending on pre-development, evaluation and exploration expenses, partially offset bya higher grossrealized profit.gold price.
•Net loss increased to $52.5 million compared to $30.2 million in the prior year period, due primarily to higher pre-development, evaluation and exploration costs incurred as the Company advances multiple projects within its development plan. The higher costs were related to drilling programs at the Ruby Hill property. Upon declaration of mineral reserves, certain pre-development, evaluation and exploration expenditures that are currently expensed will be capitalized.
•Net loss per share increased to $0.06 compared to a $0.05 loss in the prior year period, primarily due to a higher net loss, partially offset by an increase in the weighted average number of common shares outstanding following the equity financing in May 2025.
1This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
2Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
•CashAdjusted usednet in operating activitiesloss1 increased to $45.1$41.2 million compared to $22.7$26.5 million in the prior year period asdue ato resultincreased of interest payments madespending on thepre-development, extinguishmentevaluation ofand legacyexploration debtexpenses, ofpartially $25.7offset million.by higher gross profit.
•Cash used in operating activities increased to $49.6 million compared to $11.3 million in the prior year period as a result of comparative working capital changes of $20.9 million primarily as a result of increased inventory due to third-party processing availability and higher pre-development, evaluation and exploration expenses which was partially offset by higher gross profit.
•Cash and cash equivalents were $513.5$464.6 million as of MarchJune 31,30, 2026, ana increasedecrease of $450.3$49.0 million compared to DecemberMarch 31, 2025,2026, primarily due to thecash netused proceedsin receivedoperations fromof the$49.6 financing transactions to complete the Company's recapitalization plan, offset by highermillion, capital expenditures comparedof to$21.5 themillion prior year periodprimarily driven by the commencementstart of the Lone Tree Plant refurbishment project,project aspartially welloffset asby thea settlementrelease of legacyrestricted debtcash obligations.of $16.9 million and proceeds from warrant exercises.
•At the Lone Tree Plant refurbishment, early works and pre-construction readiness activities progressed and continue to advance on schedule. Demolition commenced mid-June, ahead of major construction, which is expected to commence in the fourth quarter of 2026. As at June 30, 2026, capital commitments for refurbishment construction represented approximately 30% of total project capital.
Six months ended June 30, 2026
•Revenues increased to $76.7 million from $41.9 million in the prior year which represented 15,923 ounces2 at an average realized gold price1 of $4,801 per ounce, compared to gold sales of 13,352 ounces2 at an average realized gold price1 of $3,124 per ounce in the prior year as mining activity at Granite Creek increased.
•Gold production increased to 21,964 ounces compared with 14,326 ounces in the prior year period. The Company remains on track to achieve it full year production guidance range.
•Gross profit improved to $24.7 million from a gross profit of $3.7 million in the prior year due to increased gold sales and gold price.
•Net loss was $131.1 million compared to $71.4 million in the prior year period, due to higher non-cash fair value revaluation net losses on derivative financial instruments of $39.5 million, as a result of changes in metal prices and discount rates, higher pre-development, evaluation and exploration expenses as the Company advances multiple projects within its development plan that were partially offset by higher gross profit.
•Net loss per share of $0.15 increased from $0.14 in the comparative prior year due to a higher net loss, partially offset by an increase in the weighted average number of common shares outstanding following the equity financing in May 2025.
•Adjusted net loss1 increased to $69.9 million from $50.1 million in the prior year period due to higher pre-development, evaluation and exploration expense, partially offset by higher gross profit.
•Cash used in operating activities was $94.7 million, higher than the $34.0 million in the prior year period primarily due to comparative working capital changes as a result of interest paid on the repayment of legacy debt. Higher pre-development costs were partially offset by higher gross profit and finance fee expense paid related to the refinancing in the first quarter.
•Cash and cash equivalents of $464.6 million as at June 30, 2026, increased by $401.3 million during the year. The increase was primarily due to the financing transactions discussed below partially offset by capital expenditures and higher comparative working capital changes.
•The Company completed several financing transactions for a total amount of $787.5 million. Gross proceeds of $662.5 million and net proceeds of $637.2 million were received on closingclosing, which completed the recapitalization plan ahead of the Company's mid-2026 target andto establishedsupport a fully fundedthe development plan:
◦ March 16, 2026: Completed a net smelter return royalty for $250 million (the "NSR Royalty") with Franco-Nevada U.S. Corporation ("Franco-Nevada") of which $225 million was received on closing, an additional $25.0 million is expected to be made available to advance Mineral Point, contingent upon satisfaction of specified project conditions.
◦ March 16, 2026: Entered into a gold prepayment facility with National Bank of Canada (“NBC”) and Macquarie Bank Limited (“Macquarie”) for up to $250 million including a $100 million accordion option, subject to customary conditions and lender approval (the "2026 Gold Prepay").
◦ March 23, 2026: Completed an offering of 3.75% unsecured convertible senior notes due 2031 in the aggregate amount of $287.5 million ("2026 Convertible Debentures").
◦ Proceeds from the NSR Royalty were used to redeem the 2023 Convertible Debentures, Orion Gold Prepay, and the Orion convertible loan in the amount of $165.0 million.
•Completed approximately 7,00026,000 meters of drilling,drilling initiatingacross the largestportfolio, 12-month drill program in Company history. First quarter activities included infill drilling at Upper Archimedes underground to enhanceincluding mineral resource definition ahead of mining, resource definition drilling at Granite Creek underground beyondproject to support a planned feasibility study, and infilltechnical drilling at Mineral Point open pitpit, infill drilling at Archimedes underground to upgradeenhance resource classificationdefinition forahead theof mining, and resource definition and geotechnical drilling at Cove underground to support a planned pre-feasibilityfeasibility study.
• Approved the construction decision to proceed with the Lone Tree Plant refurbishment during the first quarter of 2026 with capital commitments of $31.2 million at March 31, 2026, with approximately 50% of total project capital expected to be committed by mid-2026.2026.
•Three-phase development plan remains on track with 2026 development priorities, as well as full year production, operating and pre-development evaluation, and exploration cost guidance for 2026.
•StrengthenedAppointed the Board with the appointment of threefour new directors who bring highly relevant experience and proven track records in mining operations, mineral processing, finance, capital markets and capital markets.sustainability.
1This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
2Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
Development Highlights
•Granite Creek underground development continued ahead of plan increasing access to high-grade headings supporting the ongoing ramp up. The project remains on track to achieve its full-year production guidance, with a published feasibility study anticipated in the third quarter of 2026.
•Archimedes underground advanced on schedule largely on budget with the main decline development on track, advancement of the exploration drift, which has since been completed, and commencement of the ventilation raise in preparation for first gold by year-end.
•Lone Tree Plant refurbishment advanced on schedule and on budget as early works and pre-construction readiness activities continued during the quarter, and commencement of demolition mid-June ahead of major construction. Procurement activities remain on schedule with approximately 50% of procurement packages, by value awarded as of mid-July. Project capital remains on budget with minimal contingency drawdown and approximately 40% of capital committed as of mid-July.
•Completed approximately 19,000 meters of drilling, across three projects, including infill drilling at Archimedes underground and Mineral Point open pit in support of planned 2027 technical studies for both projects, as well as resource definition drilling at Granite Creek underground beyond the area covered by the upcoming feasibility study.
•Permitting largely on track across the development plan as permitting actions continued to advance across the portfolio.
Sustainability Highlights
•Advanced community engagement across Northern Nevada by progressing community development, workforce development, and grant funding initiatives, including a joint $0.3 million donation with Franco-Nevada Corporation to support development of the first licensed childcare facility in Eureka County, neighboring the Company's Ruby Hill property
•Strengthened Board with the appointment of Stephen Gottesfeld at the annual general meeting, bringing nearly 30 years of global mining experience in environmental, sustainability, legal and governance matters across the mine lifecycle.
Strategy Overview i-80 Gold is executing a three-phase multi-assetmulti-phase development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing two high-grade underground refractory gold projects (Granite Creek and Archimedes), and the refurbishment and commissioning of the Lone Tree Plant, which is expected to serve as a central processing hub for underground refractory material from all three planned underground projects. Development of the Company’s third underground mine (Cove) as well as its two large, open pit oxide projects (Granite Creek and Mineral Point) are expected to follow to support a long-term target of more thanapproximately 600,0001 ounces of annual gold output. All of the Company's properties are currently considered to be in the exploration stage as mineral reserves have yet to be defined.
In support of the three-phasemulti-phase development plan, the Company released Preliminary Economic Assessments prepared in accordance with NI 43-101 and a corresponding Initial Assessment prepared under S-K 1300, each published in the first quarter of 2025 (the "PEA"), covering all five gold projects. These PEAs outlined a clear and achievable path to gold output and cash flow growth. Permitting, technical studies, development work and ramp up are actively being advanced across the portfolio of five gold projects, as well as the Lone Tree Plant, in support of upcoming planned feasibility studies.
Near-term growth of Phase 1 of the Company's development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in Phase 1 is the refurbishment and commissioning of the Lone Tree Plant to unlock the full value of the Company’s underground mines. Once commissioned, the Lone Tree Plant is expected to enable processing of underground mineralized material to owner-operated processing in early 2028 and transition from the current toll milling arrangement. Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase 1 beginning in 20281.
The Company is also focused on the future development of three additional projects: Cove, the third planned underground mine, Granite Creek open pit, and the Company's largest project Mineral Point open pit. With several feasibility and pre-feasibility studies currently in progress, the Company continues to identify opportunities to optimize the development schedule for these projects.
Phase 1 of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in Phase 1 is the refurbishment and commissioning of the Lone Tree Plant to unlock the full value of the Company’s underground mines. Once commissioned, the Lone Tree Plant is expected to enable processing of underground mineralized material to shift from third-party toll-milling to owner-operated processing in 2028. Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase 1 beginning in 20281.
Phase 2 of the development plan focuses on bringing two additional projects into operation: Cove, the third planned underground mine, and Granite Creek open pit. With four producing assets, average annual gold output is expected to increase to a range of between 300,000 to 400,000 ounces of gold in the early 2030s1, representing a significant step in i-80 Gold’s transition to a mid-tier producer.
Phase 3 is anchored by the Mineral Point open pit project, whichproject is expected to become the Company’sCompany's largest producing asset and projectedbased to helpon the CompanyPEA achieve its target of an average annual gold output beyond 600,000 ouncesreleased in the earlyfirst 2030s1.quarter of 2025, it is projected to have a life-of-mine production of approximately 282,000 gold equivalent ounces. The recentrecently financingcompleted transactionsrecapitalization provides flexibility to accelerate the feasibility study and permitting work for the Mineral Point open pit project.project, Withas severalwell feasibility and pre-feasibility studies currently in progress,as the CompanyCompany's continues to identify opportunities to optimize theother development schedule for Phase 1 and Phase 3.projects.
Recapitalization Plan
OverRecapitalization the past 12 months,Plan i-80 Gold has executed on several financing initiatives that have led to the successful completion of its recapitalization plan. Most recently duringDuring the first quarter of 2026, the Company completed several key transactions including the NSR Royalty with Franco-Nevada for up to $250 million,the 2026 Gold Prepay with National Bank and Macquarie Bank for up to $250 million, and the issuance of the 2026 Convertible Debentures in the aggregate principal amount of $287.5 million. These financings completed the Company's broader recapitalization plan ahead of its mid-2026 target and align with the projected capital requirements and cash flows of the current project development plan. Overall, the recapitalization secured over $1 billion1 in raised and available capital from early 2025 through the first quarter of 2026, materially strengthening the Company's balance sheet, providing greater funding certainty, and de-risking the development plan.
Overall, the recapitalization secured over $1 billion1 in raised and available capital from early 2025 through the first quarter of 2026, materially strengthening the Company's balance sheet, providing funding certainty, and de-risking the development plan.
With the recapitalization complete, the Company believes it is now fully funded to advance Phase 1 and Phase 2 of the development plan1. Phase 1 and Phase 2 currently include advancing three underground projects (Granite Creek, Archimedes and Cove) and one open pit oxide project (Granite Creek open pit), as well as the refurbishment and commissioning of the Company’s centralized Lone Tree Plant. Phase 1 and Phase 2 projects are expected to generate sufficient operating cash flow to fund Phase 32 which currently includes the development of the Mineral Point open pit oxide project. The Company now has the financial flexibility to bring forward infill drilling, engineering, and technical studies in support of the pre-feasibility study and future permitting actions for Mineral Point ahead of Phase 3. With several feasibility and pre-feasibility studies currently in progress, the Company continues to identify opportunities to optimize the development schedule for Phase 2 and Phase 3.
Following the successful completion of the recapitalization plan, the Company has discontinued the sale process for its non-core FAD property.
1The Company has secured over $1.0 billion in capital since the beginning of 2025 through a combination of financings. This includes (i) approximately $184 million in gross proceeds raised in May 2025 through a public offering and a concurrent private placement, with up to an additional $130 million assuming full exercise of the related in-the-money warrants over the next 18 months, (ii) a $250 million royalty financing with Franco-Nevada (of which $225 million was funded at closing on March 16, 2026 with approximately $165 million used to pay legacy debt obligations, and $25 million remains subject to drawdown conditions), (iii) convertible senior notes issued on March 23, 2026 for an aggregate principal amount of $287.5 million, and (iv) $150 million under the Gold Prepay Facility with National Bank of Canada and Macquarie Bank with an additional $100 million available under an accordion feature, subject to drawdown conditions.
2Based on capital costs, gold output estimates and average annual gold output targets in the most recent life of mine gold output schedules disclosed in the latest technical studies filed for each respective project and related property: the Lone Tree Facility, Granite Creek underground, Archimedes underground, Cove underground and Granite Creek open pit when using a gold price assumption of $3,600 per ounce for the purposes of anticipated cash flow from operations. While the economics of the latest technical studies were completed using a gold price assumption of $2,175 per ounce with gold price sensitivities of up to $3,000 per ounce, a gold price assumption of $3,600 per ounce is in line with current long term consensus prices.
IAUX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (4 insiders, 3 trade dates, 1,072,305 shares, about $1.7M) and open-market sales in 2 filings (1 insider, 2 trade dates, 43,587 shares, about $72.2K). Net open-market shares: 1,028,718 (purchases minus sales); net value about $1.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-02 | Begeman John Arthur |
Open-market sale | 19,231 | $1.74 | $33.5K |
| 2026-09-01 | Begeman John Arthur |
Option exercise | 19,231 | — | — |
| 2026-09-01 | Snow Ryan Reid |
Option exercise | 53,541 | — | — |
| 2026-08-27 | Clayton Ronald W |
Option exercise | 100,000 | $0.70 | $70.0K |
| 2026-08-18 | Savarie David Roger |
Open-market purchase | 4,575 | $1.59 | $7.3K |
| 2026-08-18 | Young Richard Scott |
Open-market purchase | 1,000,000 | $1.62 | $1.6M |
| 2026-05-28 | Begeman John Arthur |
Open-market sale | 24,356 | $1.59 | $38.7K |
| 2026-05-28 | Begeman John Arthur |
Option exercise | 34,000 | $1.06 | $36.0K |
| 2026-05-15 | Yopps Steven W. |
Open-market purchase | 50,000 | $1.47 | $73.5K |
| 2026-03-25 | Butler Ronald Jr |
Open-market purchase | 17,730 | $1.41 | $25.0K |
Well-known investors holding IAUX (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 11,095,670 | $16.0M | 0.01% | Added 125% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 3,254,131 | $4.7M | 0.0% | Added 232% |
| Renaissance Technologies | 2026-06-30 | 2,145,949 | $3.1M | 0.0% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 836,395 | $1.2M | 0.0% | Reduced 91% |
| D. E. Shaw & Co. | 2026-06-30 | 137,600 | $199.7K | 0.0% | Reduced 89% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 89,664 | $129.4K | 0.0% | Added 53% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 37,536 | $57.1K | — | Sold out |