i-80 Gold has met the conditions for the amendment and restructuring of the convertible loan agreement with Orion Investing.com

This news release constitutes a “certain news release” for the purpose of supplementing the Company’s prospectus dated August 12, 2024to its short form basic prospectus on the dated shelf June 21, 2024

RENO, Nev., January 15, 2025 /PRNewswire/ – i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) (“i-80 Gold”, or the “Company”) is pleased to announce that in accordance with its press release December 31, 2024 completed amendments to its convertible loan agreement (“A&R Convertible Credit Agreement“) with a subsidiary Finances of the Orion mine (“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”), which must be met by today.

Pursuant 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, 2025to June 30, 2026and have placed certain collateral to secure the Company’s obligations under the A&R Convertible Credit Agreement. Additional security against the company Ruby Hill and Granite Creek projects must be set up by March 31, 2025. In connection with the extension of the A&R Convertible Credit Agreement, the Company issued to Orion five million warrants for the purchase of ordinary shares (“Orion order for 2025“) with an execution price of 1 Canadian dollar.01 and the expiration date January 15, 2029. The 2025 Orion Warrants are subject to a hold period under applicable Canadian securities laws that 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 are registered under OUR Securities Act of 1933 and are considered “restricted securities.” The Company has agreed to grant Orion registration rights with respect to its securities.

In addition, the Company announces its intention to complete the financing of the common stock prospectus (“Ordinary shares“) for the total gross revenues of the Company from 10,000,000 US dollars (“Offer“). Certain of the largest shareholders, as well as the board of directors and the management team, have informed the Company that they expect to participate in the Offer. The price of the common stock will be determined in the market context. The Offer is expected to close on or about January 31, 2025.

The Company anticipates using the net proceeds from the Offer for the development of the Company’s projects in Nevadaand for working capital and general corporate purposes, as i-80 Gold is working on completing the second phase of its recapitalization plan which is planned for or around March 31, 2025.

The offer will be made in accordance with the prospectus supplement to the short form of the Company’s basic prospectus filed on June 21, 2024 (“Prospectus on the shelf“), which supplement to the prospectus will be prepared and submitted by the Company to the securities regulatory authorities in each of the provinces and territories Canada except Québec before the closing of the Offer, and will be filed with US Securities and Exchange Commission in accordance with the provisions of the Company OUR registration statement on Form F-10 (Registration No. 333-279567), which includes the Policy Prospectus and which has been declared effective by United States Securities and Exchange Commission on June 25, 2024.

Completion of the Offer remains subject to receipt of regulatory approvals, including clearance Toronto Stock Exchange (“TSX“) and 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 Agreements and the related issuance of Orion’s 2025 Warrants constitutes a “related party transaction” to Orion as defined in Multilateral Instrument 61-101 “ Protection of holders of minority securities in special transactions (“MI 61-101“) as Orion is a “related party” of the Company with respect to more than 10% beneficial interest in the Company (within the meaning of MI 61-101, which includes Orion’s ordinary shares, warrants and potential conversion rights in i-80 Gold securities under the A&R Convertible Credit Agreement). The Company relied on the exceptions 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 connection with the issuance of the 2025 Orion Warrants, and Section 5.7( 1)(a) MI 61-101 Minority Shareholder Approval Request Regarding 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 appraisal is not required under MI 61-101 with respect to an A&R convertible credit agreement since entering into an A&R convertible credit agreement is not a type of related party transaction that requires a formal appraisal. The Company did not file a material change report 21 days prior to closing of the A&R Convertible Credit Agreement, including the issuance of the 2025 Orion Warrants, as the terms and conditions of the A&R Convertible Credit Agreement were not agreed upon until immediately prior to closing.

This press release will not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws. papers of any such jurisdiction.

About i-80 Gold Corp.

i-80 Gold Corp. is a Nevada-a focused mining company with the third largest gold mineral resources in the country Nevada. The ongoing recapitalization plan is designed to unlock the value of the Company’s high grade gold deposits to create Nevada mid-level gold producer. i-80 GoldThe common stock is listed on the TSX and NYSE American under the trading symbols IAU:TSX and IAUX:NYSE. Additional information about i-80 GoldThe asset portfolio and long-term growth strategy are available at www.i80gold.com or by email at info@i80gold.com.

INFORMATION ABOUT THE FUTURE

Certain statements in this press release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including, but not limited to, statements relating to: the agreement of the Company and Orion to provide certain personal property and real estate 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 timeframe and announced gross proceeds; use of the Company’s income for the Offer; preparation and submission of an addendum to the prospectus by the Company in the announced provinces and territories, and s US Securities and Exchange Commission closing; consumption of the offer; the Company’s ability to obtain approval from the TSX and NYSE American; and other future plans and expectations of the Company. Such statements and information involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the company, its projects or industry results to differ materially from the future results, performance or achievements expressed or implied by such statements or information. relating to the future. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intends”, “expects”, “believes”, “plans”, “anticipates”, “estimates”, “planned”, “anticipate”, “anticipate” and other similar terminology, or state that certain actions, events or results “may”, “may”, “would”, “may” or “will” be taken, occur or occur achieve. 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 construed 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 those discussed in forward-looking statements or information, including but not limited to: material adverse changes, unexpected changes in laws, rules or regulations or their enforcement by competent authorities; failure of the parties to the contract with the company to perform the agreed; social or labor unrest; changes in commodity prices; and failure of research programs or studies to produce expected results or results that would justify and support continued research, 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, see the i-80 filings with Canadian securities regulators, including the most recent Annual Information Form, available at SEDAR+ at www.sedarplus.ca.