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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549f
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: October 21, 2025 (Date of earliest event reported)
i-80 GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia | 001-41382 | N/A | ||
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification) |
5190 Neil Road, Suite 460, Reno, Nevada United States 89502
(Address of principal executive offices) (Zip Code)
(775) 525-6450
(Registrant’s Telephone Number, Including Area Code)
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 | ||
| Warrants to Purchase Common Shares | IAUX.WS | NYSE American LLC | ||
| Common Shares | IAU | The Toronto Stock Exchange | ||
| Warrants to Purchase Common Shares | IAU.WT.U | 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).
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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2025, Eva Bellissimo tendered notice of her intent to resign from the Company’s Board of Directors effective as of October 31, 2025. Ms. Bellissimo’s pending resignation is not the result of any disagreements between Ms. Bellissimo and the Company relating to the Company’s operations, policies, or practices.
Item 7.01 Regulation FD Disclosure
On October 23, 2025, the Company issued a press release announcing the resignation of Eva Bellissimo from the Board. A copy of the press release is furnished as Exhibit 99.1 to this report and 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 Number |
Description | |
| 99.1 | Press Release dated October 23, 2025, issued by i-80 Gold Corp. relating to director resignation | |
| 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: October 27, 2025 |
i-80 GOLD CORP. | |||||
| By: | /s/ Ryan Snow |
|||||
| Ryan Snow | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
i-80 Gold Announces Resignation of Eva Bellissimo from Board of Directors
RENO, NEVADA, October 23, 2025 – i-80 GOLD CORP. (TSX:IAU) (NYSE American:IAUX) (“i-80 Gold”, or the “Company”) announces that Eva Bellissimo has notified the Company of her intention to step down from its Board of Directors (the “Board”) effective October 31, 2025, to focus on her expanded professional responsibilities following her appointment as National Practice Group Leader of the Business Law Group at McCarthy Tétrault LLP last year, where she also co-leads their Global Metals & Mining Group.
Ms. Bellissimo has served as a Director of i-80 Gold since its inception in 2021, and most recently served as Chair of the Corporate Governance and Nominating Committee. Ms. Bellissimo was previously a director of Premier Gold Mines Limited, from which the Company was spun out following its acquisition by Equinox Gold Corp. in 2021.
“Eva has been a strong and dedicated Board member whose insight and experience have been highly valuable as we advanced an industry-leading pipeline of projects.” stated Ron Clayton, Chairman of the Board. “On behalf of the Board and management team of i-80 Gold, we thank Eva for her service, commitment to good governance, and meaningful contributions to the Company’s growth.”
i-80 Gold intends to maintain a Board composition of at least seven seats and will seek to fill the vacancy with a candidate whose experience and skill set will bring valuable contributions to advancing the Company’s new development plan towards creating a Nevada-focused mid-tier gold producer.
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 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, SVP Corporate Development & Strategy
1.866.525.6450
info@i80gold.com
www.i80gold.com