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,
Nev., Jan. 15, 2025 /PRNewswire/ - i-80
GOLD CORP. (TSX: IAU) (NYSE: IAUX) ("i-80 Gold", or the
"Company") is pleased to announce that pursuant to its
press release on December 31, 2024 it
has completed the amendment and restatement of its convertible
credit agreement (the "A&R Convertible Credit
Agreement") with an affiliate of Orion Mine Finance
("Orion"). As a result, the conditions relating to the
previously announced 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.
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. Additional security against the Company's Ruby Hill and Granite Creek projects is required
to be put in place by March 31, 2025.
In connection with the extension of the A&R Convertible Credit
Agreement, the Company has issued to Orion five 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. The
2025 Orion Warrants will be subject to a hold period under
applicable Canadian securities laws which will expire four months
and one day from the date of issuance. Neither the 2025 Orion
Warrants nor the shares issuable upon exercise of the 2025 Orion
Warrants have been registered under the U.S. Securities Act of 1933
and are considered "restricted securities". The Company has agreed
to grant Orion registration rights with respect to its
securities.
Additionally, the Company announces its intention to complete a
prospectus financing of common shares (the "Common Shares")
for aggregate gross proceeds to the Company of US$10,000,000 (the "Offering"). The
Company has been advised by certain of its largest shareholders as
well as its board of directors and management team that they
anticipate participating in the Offering. The Common Shares will be
priced in the context of the market. It is expected that the
Offering will close on or about January 31,
2025.
The Company anticipates using the net proceeds of the Offering
for the development of the Company's projects in Nevada, and for working capital and general
corporate purposes, as i-80 Gold works towards completion of the
second phase of its recapitalization plan targeted for on or about
March 31, 2025.
The Offering will be made pursuant to a prospectus supplement to
the Company's short form base shelf prospectus filed on
June 21, 2024 (the "Shelf
Prospectus"), which prospectus supplement will be prepared and
filed by the Company with the securities regulatory authorities in
each of the provinces and territories of Canada other than Québec prior to the closing
of the Offering, and will be filed with the U.S. Securities and
Exchange Commission 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 consummation of the Offering remains subject to the receipt
of regulatory approvals, including the approval of the Toronto
Stock Exchange (the "TSX") and the NYSE American, and other
customary closing conditions. No commission or finder's fee will be
paid in connection with the Offering.
Each of the A&R Convertible Credit Agreement and the related
issuance of the 2025 Orion Warrants to Orion constitutes a "related
party transaction" as defined under Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101") as Orion is a "related party"
of the Company given its greater than 10% beneficial shareholding
of the Company (within the meaning of MI 61-101, which includes
Orion's common shares, warrants and potential conversion rights in
i-80 Gold securities under the A&R Convertible Credit
Agreement). The Company has relied on exemptions contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal
valuation and minority shareholder approval requirements of MI
61-101 in respect of the issuance of the 2025 Orion Warrants, and
Section 5.7(1)(a) of MI 61-101 from the minority shareholder
approval requirement in respect of the A&R Convertible Credit
Agreement since neither the fair market value of the 2025 Orion
Warrants nor the fair market value of the facility under the
A&R Convertible Credit Agreement exceeds 25% of the Company's
market capitalization. Furthermore, a formal valuation is not
required under MI 61-101 in respect of the A&R Convertible
Credit Agreement as the entering into of the A&R Convertible
Credit Agreement is not the type of related party transaction that
requires a formal valuation. The Company has not filed a material
change report 21 days prior to the closing of the A&R
Convertible Credit Agreement, including the issuance of the 2025
Orion Warrants, since the terms and conditions of the A&R
Convertible Credit Agreement were not agreed upon until shortly
prior to closing.
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.
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 and Orion's agreement to place
certain personal property and real property security in place to
secure the Company's obligations under the A&R Convertible
Credit Agreement; the Company's ability to satisfy all closing
conditions and close the Offering within the announced timeline and
announced gross proceeds; the Company's use of proceeds for the
Offering; the Company's preparation and filing of the prospectus
supplement in the announced provinces and territories, and with the
U.S. Securities and Exchange Commission by the closing;
consummation of the Offering; the Company's ability to obtain
the approval of the TSX and the NYSE American; 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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SOURCE i-80 Gold Corp
