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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): April 11, 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 5.02 Entry into a Material Definitive Agreement
On April 11, 2025, Matthew Gili gave notice to the Company of his upcoming resignation as the President and Chief Operating Officer of the Company which is expected to take effect on or before May 30, 2025. Mr. Gili will continue to work in his capacity as President and Chief Operating Officer until a successor is appointed, and to assist with a transitionary period thereafter.
In connection with Mr. Gili's departure, the Company expects to enter into a separation agreement wherein the Company will provide Mr. Gili with certain benefits (the "Agreement"). It is anticipated that the Agreement will provide for (1) a continuation of Mr. Gili's base salary of $411,000 for a period of 12 months; (2) certain additional payments totaling $696,146 to Mr. Gili relating to various incentive bonuses; (3) cash payment equal to the cost of maintaining Mr. Gili's current health and dental benefits for a period of 12 months; (4) payments for any remaining amounts owing to Mr. Gili in regard to vacation entitlement accrued up to his departure and not yet paid; and (5) accelerated vesting of previously granted but unvested incentive stock options (1,322,459 options), and confirmation of continued vesting in the ordinary course of previously granted but unvested RSUs (934,774 RSUs), as well as an entitlement to receive an additional $600,000 in RSUs and PSUs (which have not yet been converted due to an ongoing blackout of the Company), all subject to the conditions of vesting included therein, granted to Mr. Gili pursuant to the Company's Omnibus Share Incentive Plan. The Agreement will also include a release of claims in favor of the Company and Mr. Gili's commitment to assist in the transition process in connection with the appointment of a new Chief Operating Officer.
Richard Young, director and Chief Executive Officer of the Company, will take on the role of President following Mr. Gili's departure.
Item 7.01 Regulation FD Disclosure
On April 11, 2025, the Company issued a press release announcing the departure of Matthew Gili as discussed above in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release dated April 11, 2025 with respect to Executive Changes |
| 104 | Cover Page Interactive Data File (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: April 14, 2025 | i-80 GOLD CORP. | |
| By: | /s/ Ryan Snow | |
| Ryan Snow | ||
| Chief Financial Officer | ||
i-80 Gold Announces Executive Change
RENO, NEVADA, April 11, 2025 - i-80 GOLD CORP. (TSX:IAU) (NYSE:IAUX) ("i-80 Gold", or the "Company"), announces that Matthew Gili, President & Chief Operating Officer ("COO"), will be stepping down from his role. Mr. Gili will continue to work in his capacity as President & COO until a successor is appointed, and for a transitionary period thereafter.
Matthew Gili has served as the Company's President & COO since its inception in 2021, playing an integral role in advancing i-80 Gold's portfolio of development projects. Under his leadership, the Company has made significant progress in exploration, resource expansion, technical studies, permitting, and bringing the Granite Creek Underground project into early-stage production.
"We are grateful to Matt for his committed leadership and the significant contributions he has made during his tenure with the Company," said Richard Young, Chief Executive Officer. "He has played a key role in advancing the Company's new development plan to build a mid-tier gold producer in Nevada. On behalf of the Board and the leadership team, I would like to thank him for his hard work and dedication and wish him well in his future endeavors." Mr. Young will take on the President role following Mr. Gili's departure.
Mr. Young added, "A search for a new COO has begun to lead us through the next phase of growth, building on the strong foundation that has been laid to-date. We look forward to updating the market when the search has concluded. In the meanwhile, our operations management team is focused on maintaining momentum and achieving our development timelines."
About i-80 Gold Corp.
i-80 Gold Corp. is a Nevada-focused mining company committed to building a mid-tier gold producer through a new development plan to advance its high-quality asset portfolio. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of high-grade development and production-stage projects strategically located in Nevada's most prolific gold-producing trends. Leveraging its fully permitted central processing facility following an anticipated refurbishment, i-80 Gold is executing a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. i-80 Gold's shares are listed on the Toronto Stock Exchange (TSX: IAU) and the NYSE American (NYSE: IAUX). For more information, visit www.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 the Company's ability to achieve its development timelines, and the transition in leadership not interrupting the Company's ability to deliver on its strategic objectives. Furthermore, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. 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 or as of the dates specified in such statements, and are expressly qualified in their entirety by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.
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 labor 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, please see "Risks Factors" in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks pertaining to the Company, which is available on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca. Readers are encouraged to carefully review these risk factors as well as the Company's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators.