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): May 23, 2025
I-80 GOLD CORP.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-41382 | Not Applicable | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | 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 |
Name of each exchange |
||
| 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 3.02. | Unregistered Sales of Equity Securities. |
On May 26, 2025, i-80 Gold Corp. (the “Company”) completed a previously announced non-brokered private placement (the “Private Placement”) of 22,240,000 units (the “Units”) at a price of US$0.50 per Unit for gross proceeds of US$11,120,000. See the Form 8-K dated May 13, 2025 for additional information.
Consistent with the terms of the Company’s previously announced bought deal public offering (the “Offering”) which closed on May 16, 2025, each Unit is comprised of one common share (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of US$0.70 until November 16, 2027. Units were sold to certain directors, officers, and other current individual shareholders of the Company and will be subject to a hold period of six months under applicable U.S. securities laws, as amended, and a hold period of four months plus one day under applicable Canadian securities laws, from the closing date of the Private Placement.
The Private Placement was exempt from registration under Section 4(a)(2) and Rule 506(c) of Regulation D under the Securities Act of 1933, as amended. The Company entered into subscription agreements with each of the investors on May 23, 2025 which contain customary representations and warranties and covenants, including representations that the investor is an “accredited investor” and that the investor is acquiring the Common Shares purchased in the Private Placement for investment only and not with a view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities laws. The securities may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws.
The Warrants are governed by the terms of a warrant indenture between the Company and TSX Trust Company, as warrant agent, which is attached as Exhibit 4.1 hereto and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On May 26, 2025, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Form of Warrant Indenture (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2025) | |
| 99.1 | News Release, dated May 26, 2025 | |
| 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.
Date: May 30, 2025
| i-80 GOLD CORP. | ||
| By: | /s/ Ryan Snow |
|
| Name: | Ryan Snow | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
i-80 Gold Closes Previously Announced US$11 Million Private Placement
RENO, NEVADA, May 26, 2025 – i-80 GOLD CORP. (TSX:IAU) (NYSE:IAUX) (“i-80” or the “Company”) is pleased to announce that it has closed the previously announced concurrent private placement (the “Concurrent Private Placement”) of 22,240,000 units (the “Units”) at a price of US$0.50 per Unit for gross proceeds of US$11,120,000.
Consistent with the terms of the Company’s bought deal public offering (the “Offering”) which closed on May 16, 2025, each Unit is comprised of one common share (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of US$0.70 until November 16, 2027. Units were sold to certain directors, officers, and other current individual shareholders of the Company and will be subject to a hold period of six months under applicable U.S. securities laws, as amended, and a hold period of four months plus one day under applicable Canadian securities laws, from the closing date of the Concurrent Private Placement.
The Offering and the Concurrent Private Placement generated aggregate gross proceeds of US$184,000,000 which are intended to be used on growth expenditures in support of i-80’s new development plan in Nevada and for general working capital and corporate purposes, as more particularly described in the respective U.S. and Canadian prospectus supplements in connection with the Offering.
Certain directors and officers of the Company named below (collectively, the “Insiders”) purchased an aggregate of 1,825,000 Units pursuant to the Concurrent Private Placement (the “Insider Participation”). Each subscription by an Insider in the Concurrent Private Placement is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of i-80’s market capitalization. The Company did not file a material change report relating to the Insider Participation more than 21 days before the expected closing date of the Concurrent Private Placement as the details of the Insider Participation was not settled at such time.
| Insider | Insider Relationship | Units Purchased (#) | Amount (US$) | |||
| Richard Young | Director and Senior Officer of i-80 | 1,295,000 | US$647,500 | |||
| Ron Clayton | Director of i-80 | 200,000 | US$100,000 | |||
| Paul Chawrun | Senior Officer of i-80 | 140,000 | US$70,000 | |||
| John Begeman | Director of i-80 | 50,000 | US$25,000 | |||
| Ryan Snow | Senior Officer of i-80 | 50,000 | US$25,000 | |||
| Tim George | Senior Officer of i-80 | 50,000 | US$25,000 | |||
| David Savarie | Senior Officer of i-80 | 20,000 | US$10,000 | |||
| Leily Omoumi | Senior Officer of i-80 | 20,000 | US$10,000 |
The securities issued under the Concurrent Private Placement have not been registered under the U.S. Securities Act, or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state or other jurisdictions’ securities laws.
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The participation of directors and officers in the Concurrent Private Placement reflects continued confidence in the Company’s strategic direction and growth potential.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 exploration projects advancing towards feasibility and one operating project ramping-up toward steady state, all 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 – Vice President, Corporate Development & Strategy
Caterina De Rosa – Director, Investor Relations
info@i80gold.com
1.866.525.6450
www.i80gold.com
Cautionary Statement Regarding 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 pertaining to the intended use of proceeds from the Offering and the Concurrent Private Placement, the Company’s strategic direction and growth potential, the Company’s ability to execute on its new development plan and advance its assets towards feasibility toward construction and production, refurbishment of the Company’s central processing facility, and the Company ability to execute a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. 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: the use of proceeds being applied differently than anticipated or disclosed, 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.
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