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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2025

I-80 GOLD CORP.
(Exact name of registrant as specified in its charter)

British Columbia 001-41382 Not Applicable
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

5190 Neil Road, Suite 460
Reno, Nevada, United States 89502
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (775) 525-6450

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   IAUX   NYSE American LLC
Common Shares   IAU   The Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 8.01 of this Current Report on Form 8-K regarding the Subscription Agreements is incorporated by reference into this Item 1.01.

Item 8.01 Other Events

Commencing January 27, 2025, i-80 Gold Corp. (the "Company") entered into subscription agreements (the "Subscription Agreements") with certain investors (the "Investors"), the form of Subscription Agreement was attached as Exhibit 10.1 to the Form 8-K filed with the Securities Exchange Commission ("SEC") on January 30, 2025.

Pursuant to the Subscription Agreements, the Investors purchased 28,212,593 common shares of the Company (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"). The Offering closed on January 31, 2025.

The Offering was made pursuant to the Company's shelf registration statement on Form F-10 (File No. 333-279567), that was filed with the Securities and Exchange Commission and became effective on June 25, 2024, including the related prospectus, dated June 21, 2024, as supplemented by the prospectus supplement dated January 27, 2025.

The information in this Item 8.01, including Exhibit 99.1 filed hereto, shall be deemed to be incorporated by reference to the Company's registration statement on Form F-10 (File Number 333-279567).

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 shall be deemed to be incorporated by reference into the Company's registration statement on Form F-10 (File Number 333-279567).

(d) Exhibits

Exhibit Number Description
99.1 Press Release dated January 31, 2025 with respect to the Closing of the Previously Announced Upsized Prospectus Offering
104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 31, 2025 i-80 GOLD CORP.
     
  By: /s/ Ryan Snow                                  
    Ryan Snow
    Chief Financial Officer

 


 

i-80 Gold Closes Previously Announced Upsized Prospectus Offering

This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated August 12, 2024, to its short form base shelf prospectus dated June 21, 2024

Reno, Nevada, January 31, 2025 - i-80 GOLD CORP. (TSX:IAU) (NYSE:IAUX) ("i-80", or the "Company") is pleased to announce that it has closed its previously announced prospectus offering of 28,212,593 common shares of the Company (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").

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. Copies of the Prospectus Supplement and the Shelf Prospectus and documents incorporated by reference therein are available electronically under i-80's issuer profile on SEDAR+ at www.sedarplus.ca and on i-80's profile on EDGAR at www.sec.gov.

The Company anticipates that its previously announced concurrent private placement offering to certain directors and officers of the Company, as described in its news release dated January 27, 2025, is expected to close in the first week of February 2025, subject to the receipt of all required regulatory approvals, including the approval of the Toronto Stock Exchange and the NYSE American.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction.

About i-80 Gold Corp.

i-80 Gold Corp. is a Nevada-focused mining company with the third largest gold mineral resources in the state of Nevada. The recapitalization plan underway is designed to unlock the value of the Company's high-grade gold deposits to create a Nevada mid-tier gold producer. i-80 Gold's common shares are listed on the TSX and the NYSE American under the trading symbol IAU:TSX and IAUX:NYSE. Further information about i-80 Gold's portfolio of assets and long-term growth strategy is available at www.i80gold.com or by email at info@i80gold.com.

For further information, please contact:

Leily Omoumi - VP Corporate Development & Strategy

1.866.525.6450
Info@i80gold.com
www.i80gold.com


 


FORWARD LOOKING INFORMATION

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws, including but not limited to, statements regarding: the Company's ability to satisfy all closing conditions and close the private placement within the announced timeline; the Company's ability to obtain the approval of the Toronto Stock Exchange and the NYSE American for the private placement; and the Company's other future plans and expectations. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the Company's current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to: material adverse changes, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to i-80's filings with Canadian securities regulators, including the most recent Annual Information Form, available on SEDAR+ at www.sedarplus.ca.

 

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NYSE MKT LLC [Member] | Common Stock [Member]  
Document Information [Line Items]  
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Security Exchange Name NYSEAMER

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