The shelf prospectus supplement, the
corresponding base shelf prospectus and any amendment to the
documents are accessible through SEDAR+ and EDGAR
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. 27,
2025 /CNW/ - i-80 GOLD CORP. (TSX: IAU) (NYSE:
IAUX) ("i-80", or the "Company") is pleased to
announce that, further to its news releases dated January 15, 2025 and January 16, 2025, it has filed a prospectus
supplement (the "Prospectus Supplement") to its short form
base shelf prospectus filed on June 21,
2024 (the "Shelf Prospectus") with the securities
regulatory authorities in each of the provinces and territories of
Canada other than Québec and 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 to
qualify the distribution of a minimum of 18,000,000 common shares
of the Company (the "Offered Shares") at a price of
C$0.80 per Offered Share (the
"Offering Price") for minimum gross proceeds to the Company
of C$14,400,000 (the "Minimum
Offering") and a maximum of 36,250,000 Offered Shares at the
Offering Price for aggregate gross proceeds of up to C$29,000,000 (the "Maximum Offering" and
collectively with the Minimum Offering, the "Offering"). If
subscriptions are not received for at least the gross proceeds of
the Minimum Offering, the Offering will not be completed.
The size of the Offering has been increased from US$10 million to US$20
million (C$29 million).
Subject to the receipt of all required regulatory approvals,
including the approval of the Toronto Stock Exchange (the
"TSX") and the NYSE American, the Offering is expected to
close on or about January 31,
2025.
Access to the Prospectus Supplement, the corresponding Shelf
Prospectus and any amendment thereto in connection with the
Offering is provided in accordance with securities legislation
relating to procedures for providing access to a shelf prospectus
supplement, a base shelf prospectus and any amendment thereto. The
Shelf Prospectus and the Prospectus Supplement are accessible on
SEDAR+ (www.sedarplus.ca) under i-80's issuer profile.
An electronic or paper copy of the Prospectus Supplement, the
Shelf Prospectus and any amendment to the documents may be
obtained, without charge, from the Corporate Secretary of the
Company by phone at 1-866-525-6450 or by e-mail at info@i80gold.com
by providing the Company with an email address or address, as
applicable. The Shelf Prospectus and Prospectus Supplement contain
important, detailed information about the Company, the Offering and
the Offered Shares. Prospective investors should read the Shelf
Prospectus and Prospectus Supplement before making an investment
decision.
Concurrently with the Offering, the Company is pleased to
announce that it will be completing a concurrent private placement
offering (the "Concurrent Private Placement") of up to
1,004,208 subscription receipts (the "Subscription
Receipts") at a price of C$0.80
per Subscription Receipt for aggregate gross proceeds of up to
C$803,367, with certain directors and
officers of the Company (each a "Placement Investor"). Each
Subscription Receipt will entitle the holder to receive, without
payment of additional consideration and without further action, one
common share of the Company (each, a "Placement Share") upon
satisfaction of the Escrow Release Conditions (as defined below).
The gross proceeds of the Concurrent Private Placement (the
"Escrowed Funds") will be held in escrow and will be
released to the Company on satisfaction of the Escrow Release
Conditions. If the Escrow Release Conditions are not satisfied on
or before June 30, 2025, the Escrowed
Funds will be returned to the Placement Investors and the
Subscription Receipts will be cancelled. The "Escrow Release
Conditions" will include (i) the receipt of the requisite approval
of the shareholders of the Company for the issuance of the
Placement Shares to the Placement Investors; and (ii) receipt of
all required approvals of the TSX and NYSE American for the
Concurrent Private Placement, including the issuance of the
Placement Shares to the Placement Investors. The Concurrent Private
Placement is being structured to satisfy the requirements of the
NYSE American to require shareholder approval for the participation
of the directors and officers in an equity financing by the Company
at a price that is at a discount to market price. The Company
anticipates using the net proceeds of Concurrent Private Placement
for working capital and general corporate purposes. The Concurrent
Private Placement is expected to close with the Offering on or
about January 31, 2025.
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: consummation of the Offering; the Company's
ability to satisfy all closing conditions and close the Offering
within the announced timeline; the Company's ability to satisfy all
closing conditions and close the Concurrent Private Placement
within the announced timeline; the Company's use of proceeds for
the Offering; the Company's ability to obtain the approval of the
TSX and the NYSE American; the Company's ability to satisfy the
Escrow Release Conditions; 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
