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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): December 31, 2024

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 8.01 Other Events

On January 10, 2025, i-80 Gold Corp. (the "Company") filed a material change report ("Material Change Report") with the Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca. A copy of the Material Change Report is attached as Exhibit 99.1 hereto and incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
Description



99.1   Material Change Report filed January 10, 2025
     
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 10, 2025 i-80 GOLD CORP.
     
  By: /s/ Ryan Snow
    Ryan Snow
    Chief Financial Officer

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Corporation

i-80 Gold Corp. (the "Company")

Suite 460, 5190 Neil Road,

Reno, Nevada, 89602

USA

Item 2. Date of Material Change

December 31, 2024

Item 3. News Release

News release announcing the material change referred to in this material change report was disseminated by the Company on December 31, 2024, through Newswire, and was subsequently filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

Item 4. Summary of Material Change

On December 31, 2024, the Company announced that it has completed the first phase of its recapitalization by entering into agreements to defer the certain deliveries under its Gold Prepay Agreement and Silver Purchase Agreements until March 31, 2025 as part of an amendment of those agreements with affiliates of Orion Mine Finance ("Orion").

In addition, the Company announced that Mr. Greg Smith has stepped down from the Board of Directors of the Company effective December 31, 2024.

Item 5. Full Description of Material Change

The Company previously entered into (i) an amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023, as amended by an amending agreement dated as of April 25, 2024 and as supplemented by a side letter agreement dated as of June 28, 2024 (collectively, the "Prepay Agreement"), (ii) a purchase and sale agreement (silver) dated as of December 13, 2021, as extended by an extension acknowledgment letter dated as of January 12, 2024 and an amending agreement dated as of April 25, 2024  (collectively, the "Stream Agreement"), and (iii) the convertible credit agreement dated December 13, 2021 (the "Orion Convertible Loan"). On December 31, 2024, the Company entered into a waiver and amending agreement with respect to each of the Prepay Agreement and the Stream Agreement, and a waiver agreement with respect to the Orion Convertible Loan (collectively, the "Waiver Agreements").

Pursuant to, and subject to compliance with, the Waiver Agreements, Orion and the Company  have agreed to (i) defer certain gold and silver deliveries consisting of 3,210 ounces of gold and 400,000 ounces of silver, which were previously scheduled for delivery on December 31, 2024, and January 15, 2025, respectively, until March 31, 2025, (ii) extend the expiry date of the Orion Convertible Loan by six months from December 13, 2025, to June 30, 2026, and (iii) secure the obligations under the Orion Convertible Loan on a pari passu basis with the Stream Agreement.  The Waiver Agreements also provided for a waiver and amendment of the minimum cash requirements under the Prepay Agreement and the Stream Agreement until March 31, 2025.

In connection with the Waiver Agreements, the Company has agreed to issue to Orion five million common share purchase warrants priced at a 25% premium to the Company's five day volume weighted average share price as of the date the Orion Convertible Loan is amended and restated, which is expected to occur on or prior to January 15, 2025 (the "2025 Orion Warrants"). The 2025 Orion Warrants are expected to have a four-year term. In addition, the Company and Orion have agreed to enter into an offtake agreement by the end of January 2025 (the "Offtake Agreement"). The Offtake Agreement is expected to have similar terms to the existing agreement and commence once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028. The Waiver Agreements and the issuance of the 2025 Orion Warrants are subject to ongoing conditions, including the requirements and approval of the Toronto Stock Exchange and the NYSE American, the entering into of the Offtake Agreement, additional equity financing in January to continue to satisfy the amended minimum cash requirement of $10 million through March 31, 2025, as well as the amendment and restatement of the Orion Convertible Loan, .

In addition, the Company announced that Mr. Greg Smith has stepped down from the Company's Board of Directors, effective December 31, 2024, following the divestiture of shares of the Company by Equinox Gold Corp. ("Equinox"). Mr. Smith was Equinox's nominee to the Board of Directors of the Company, pursuant to the right provided under a support agreement with the Company dated April 7, 2021. Due to the divestment by Equinox of its shares of the Company, representation on the Company's board is no longer required.

Item 5.2  Disclosure of Restructuring Transactions

Not applicable.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

For further information, please contact:

Richard Young, Chief Executive Officer
Phone: 1.866.525.6450
Email: info@i80gold.com   

Item 9. Date of Report

January 10, 2025

v3.24.4
Document and Entity Information Document
Dec. 31, 2024
Document Information [Line Items]  
Document Type 8-K
Document Creation Date Dec. 31, 2024
Document Period End Date Dec. 31, 2024
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Entity Registrant Name i-80 Gold Corp.
Entity Address, Address Line One 5190 Neil Road, Suite 460
Entity Address, City or Town Reno
Entity Address, State or Province NV
Entity Address, Country US
Entity Address, Postal Zip Code 89502
Entity Incorporation, State Country Name A1
City Area Code 775
Local Phone Number 525-6450
Entity File Number 001-41382
Entity Central Index Key 0001853962
Entity Emerging Growth Company true
Entity Tax Identification Number 00-0000000
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Toronto Stock Exchange [Member] | Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Shares
Trading Symbol IAU
NYSE MKT LLC [Member] | Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Shares
Trading Symbol IAUX
Security Exchange Name NYSEAMER
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