株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2024
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____ to ____
Commission File Number: 001-41382
Image_0.jpg
I-80 GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
British Columbia
N/A
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
5190 Neil Road, Suite 460
Reno, Nevada, USA
89502
    (Address of Principal Executive Offices)
(Zip Code)


(775) 525-6450
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares
IAUX
NYSE American LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
1


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Based on the last sale price on the NYSE American LLC (“NYSE American”) of the registrant’s common shares on June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) of $1.08 per share, the aggregate market value of the voting common shares held by non-affiliates was approximately $415,688,462.

As of March 28, 2025, the registrant had 443,358,811 common shares, no par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than April 30, 2025, in connection with the registrant’s fiscal year 2024 annual meeting of shareholders, are incorporated by reference into Part III of this Annual Report on Form 10-K.
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EXPLANATORY NOTE
As of June 28, 2024, the Company determined that we no longer qualified as a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act of 1933, as amended. Consequently, we were required to comply with U.S. domestic issuer requirements beginning January 1, 2025. As a U.S. domestic issuer, we have adopted U.S. generally accepted accounting principles for the first time with the preparation of our consolidated financial statements for the years ended December 31, 2024 and 2023. As a foreign private issuer, we previously prepared our consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.












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FORWARD-LOOKING INFORMATION

Certain information set forth in this Annual Report on Form 10-K, including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the impact and anticipated timing of the Company’s development plan and recapitalization plan, production guidance and outlook, the anticipated growth expenditures, the anticipated timing of permitting, production, project development or technical studies constitutes forward looking statements or forward-looking information within the meaning of applicable securities laws. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Readers are cautioned that the assumptions used in the preparation of information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including general economic and industry conditions, volatility of commodity prices, title risks and uncertainties, ability to access sufficient capital from internal and external sources, the Company may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of mineral resource, or production estimates and stock market volatility. Please see “Risks Factors” in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks regarding the Company which is available on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca. All forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K or as of the dates specified in such statements. 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.
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PART I
ITEM 1. BUSINESS
Unless otherwise indicated or the context otherwise requires, use of the terms "Company", "i-80" and "i-80 Gold" in this Annual Report refer to i-80 Gold Corp. and its direct and indirect subsidiaries as of the date of this Annual Report, or other entities controlled by them, on a consolidated basis, notwithstanding that such direct and indirect subsidiaries may not have been controlled by them at all relevant times, including December 31, 2024.

Form and Year of Incorporation

i-80 Gold Corp. was incorporated on November 10, 2020 pursuant to the Business Corporations Act (British Columbia) ("BCBA"), as a wholly-owned subsidiary of Premier Gold Mines Limited ("Premier") for the purposes of effecting a plan of arrangement (the "Plan of Arrangement") under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). The Arrangement was completed on April 7, 2021. Under the Arrangement, among other things, Premier transferred all of its ownership interest in Premier Gold Mines USA, Inc. ("Premier USA") to the Company and spun out 70% of the issued and outstanding common shares of the Company (the "Common Shares") to shareholders of Premier. As a result of the Arrangement, the Company became a public company and a "reporting issuer" under applicable Canadian securities laws and is no longer a subsidiary of Premier. Trading of the Common Shares commenced on the Toronto Stock Exchange ("TSX") on April 13, 2021 under the stock symbol "IAU", and on the NYSE American exchange ("NYSE") on May 19, 2022 under the stock symbol "IAUX". The Company's registered and records office is located at Suite 2500 Park Place, 666 Burrard Street, Vancouver, British Columbia, V6B 2X8. The Company's head office is located at 5190 Neil Road, Suite 460, Reno, Nevada, 89502.

Intercorporate Relationships

The Company's material wholly-owned subsidiary is Premier USA, a Delaware corporation. Premier USA has four material wholly-owned subsidiaries: (i) Au-Reka Gold LLC, a Delaware limited liability company ("Au-Reka LLC"); (ii) Goldcorp Dee LLC, a Nevada limited liability company ("Dee LLC"); (iii) Osgood Mining Company LLC, a Nevada limited liability company ("Osgood LLC"); and (iv) Ruby Hill Mining Company, LLC, a Nevada limited liability company ("Ruby Hill LLC"). On May 8, 2023, the Company acquired all of the issued and outstanding common shares of Paycore Minerals Inc. ("Paycore") pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Paycore Arrangement"), which owns the FAD Project located in Eureka County, Nevada. As of the date of this Annual Report, the Company does not consider the FAD Project to be a material property within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI-43-101") of the Canadian Securities Administrators or pursuant to Subpart 1300 of Regulation S-K ("S-K 1300").

The following diagram illustrates the condensed corporate structure of the Company and the location of the Company's principal assets as at the date hereof.

Corp Org Chart Oct 2025.jpg

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Bankruptcy and Similar Procedures

There have been no bankruptcy, receivership or similar proceedings against the Company or any subsidiary of the Company, or any voluntary bankruptcy, receivership or similar proceedings by the Company or any subsidiary of the Company, within the three most recently completed financial years or during, or proposed for, the current financial year.

Reorganizations and Acquisitions

Other than in connection with the Paycore Arrangement, there have been no material reorganizations of the Company or any subsidiary of the Company, or acquisitions within the three most recently completed financial years or completed during, or proposed for, the current financial year.

General Description of the Business

Principal Products and Markets

The Company is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver mineral deposits. The Company's mineral properties include: (i) a 100% interest in the McCoy-Cove gold properties located on the Battle Mountain-Eureka Trend in Lander County, Nevada (collectively, the "Cove Project" or "Cove"); (ii) a 100% interest in the Granite Creek gold properties (formerly referred to as the Getchell project) located at the intersection of the Getchell gold belt and the Battle Mountain-Eureka Trend in Humboldt County, Nevada, which includes both an underground mine and an open pit project (collectively, the "Granite Creek Projects" or "Granite Creek"); (iii) a 100% interest in the Lone Tree and Buffalo Mountain gold deposits and Lone Tree processing complex, located midway between the Company's Cove and Granite Creek Projects in Humboldt County, Nevada (collectively, the "Lone Tree Project" or "Lone Tree"); (iv) a 100% interest in the Ruby Hill property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada which includes an underground project, referred to as "Archimedes", and an open pit gold deposit referred to as "Mineral Point", collectively the "Ruby Hill Projects" or "Ruby Hill"; and (v) a 100% interest in the FAD property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada (the "FAD Project" or "FAD").

The below figure shows the location of the Cove, Granite Creek, Lone Tree, Ruby Hill, and FAD projects within the State of Nevada. Each of the Cove, Granite Creek, and Ruby Hill projects are considered advanced properties within the meaning of NI-43-101 and material properties under S-K 1300. Under S-K 1300, all our properties are exploration stage as no mineral reserves have been determined. As of the date of this Annual Report, the Company does not consider the FAD Project to be a material property within the meaning of NI 43-101 or S-K 1300.

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image (8).jpg
The Company's business strategy is focused on creating value for stakeholders through its ownership and advancement of its mineral properties. In November of 2024, the Company adopted a new development plan which represented Management’s view of the most effective strategy to generating free cash flow while progressing earlier stage projects to provide a pipeline of growth in the medium and long-term. To achieve this new development plan, the Company is pursuing a recapitalization of its balance sheet which Management believes will be best supported by focusing on its advanced stage underground gold projects, as well as accelerating permitting and development of two large oxide deposits, Granite Creek and Mineral Point (within the Ruby Hill property). The three underground projects - Granite Creek, Archimedes (previously Ruby Hill underground and inclusive of Ruby Deeps and 426 zone), and Cove - are expected to have low capital intensity and a clear path to cash flow generation, Further, the Company believes that the Mineral Point open pit project has the potential to become the Company's flagship asset as a large scale heap leach mine as demonstrated through a preliminary economic assessment and initial assessment of this project, the key economic and technical terms of which were summarized by the Company in its press release of February 21, 2025 with plans for a detailed feasibility study in 2029.

To support the objectives of near term cash flow generation and providing a pipeline for growth, Management is focused on permitting and development of these five gold deposits through the balance of the decade. The Company believes that collectively, these five assets have the potential to create a mid-tier gold producer.

The Company's existing projects are comprised of mineral bodies containing both oxide and sulphide mineralized material. Sulphide minerals, to date sourced only from Granite Creek, has been processed via a toll milling arrangement with a third party processor. Higher grade oxide minerals, above a 5.0 gpt cut off, is processed under an ore purchase and sale agreement also with a third party, while lower grade oxide minerals are internally heap leached at existing pads at Lone Tree (for low grade oxide from Granite Creek). Management intends to complete a refurbishment feasibility study later this year for its Lone Tree autoclave complex.

The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be addressed. It is expected that the project will likely remain deferred for another decade.

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Distribution Methods

The Company is engaged in the exploration, development and production of gold and silver deposits in the State of Nevada. The Company's principal objective is to become a sustainable gold producer, with a secondary focus on silver. There is a global gold market into which the Company can sell its gold and, as a result, notwithstanding the Deterra Offtake Agreement and the Orion Offtake Agreement (each described below), the Company is not dependent on a particular purchaser with regard to the sale of any gold that it produces. As noted above, the Company's materialized materials are anticipated to continue to be processed through a combination of internal and external facilities. Management is assessing the merits of an autoclave refurbishment at its Lone Tree Project to optimize its future processing requirements.

Competitive Conditions

The mineral exploration and mining business is very competitive in all phases of exploration, development and production. The Company competes with a number of other mining companies in the search for and acquisition of mineral properties, and to retain qualified personnel, suitable contractors for drilling operations and underground mining, technical and engineering resources and necessary exploration and mining equipment. Many of the companies that the Company competes with, including those active in the regions where the Cove Project, the Granite Creek Projects, the Lone Tree Project and the Ruby Hill Projects are located, have greater financial resources, operational expertise and/or more advanced properties than the Company. The Company's ability to acquire precious metal mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration. The Company has put in place experienced management personnel and will continue to evaluate the required expertise and skill to carry out its operations. As a result of this competition, the Company may be unable to achieve its exploration and development objectives in the future on terms it considers acceptable or at all. See "Risk Factors".

Specialized Skill and Knowledge

All aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of finance, operations, geology, drilling, logistical planning, implementation of exploration and development programs and mine plans, environmental management, health and safety, community relations, project construction, accounting, and mining operations. The Company retains executive officers and consultants with experience in these areas in Canada and the United States generally, as well as executive officers and consultants with relevant accounting experience. In order to attract and retain personnel with the specialized skills and knowledge required for its operations, the Company maintains remuneration and compensation packages that it believes to be competitive. The Company has been successful to date in identifying and retaining personnel with such skills and knowledge.

Environmental Protection and Regulation

The Company's exploration, development and production activities are subject to, and any future development and production operations will be subject to, environmental laws and regulations in the jurisdictions in which its operations are carried out. Mining is an extractive industry that impacts the environment. The Company's goal is to constantly evaluate ways to minimize that impact. The Company has strived to meet or exceed environmental standards at its mineral properties, and the Company expects to continue this approach through effective engagement with affected stakeholders, including local communities, government entities and regulatory agencies.

The Company is currently active only in the State of Nevada, which has established environmental standards and regulations that the Company strives to exceed. The Company's environmental performance is overseen at the Board of Directors (the "Board") level and environmental performance is the responsibility of the Company. In common with other natural resources and mineral processing companies, the Company's operations generate hazardous and non-hazardous waste, effluent and emissions into the atmosphere, water and soil in compliance with local and international regulations and standards. There are numerous environmental laws in the United States that apply to the Company's operations, exploration, development projects and land holdings. These laws address such matters as protection of the natural environment, air and water quality, emissions standards and disposal of waste. In accordance with applicable state laws, the Company currently has in place surety bonds in the aggregate amount of $132.8 million in favor of either the United States Department of the Interior, Bureau of Land Management or the State of Nevada, Department of Conservation and Natural Resources, as financial support for environmental reclamation and exploration permitting at its properties.

The Company recognizes environmental management as a corporate priority and places a strong emphasis on preserving the environment for future generations, while also providing for safe, responsible and profitable operations by developing natural resources for the benefit of its employees, shareholders and communities. The Company intends to maintain the standards of excellence for environmental performance that have been set at its mining properties into the future, and has adopted, or plans to adopt, various measures in order to do so. Cognizant of its responsibility to the environment, the Company strives to conform with all applicable environmental laws and regulations and to promote the respect of the environment in its activities. Employees are expected to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform their duties. Specifically, employees are expected to support the Company's efforts to develop, implement and maintain procedures and programs designed to protect and preserve the environment.
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Employees

As at the date hereof, the Company has 109 employees across all of its operations.

The Company believes that its success is dependent on the performance of its management team and key individuals, many of whom have specialized skills in the strategic development of a mining company, finance, financial reporting, legal, exploration, development and operation of mines in the United States and the precious metals industry. The Company believes that it has adequate personnel with the specialized skills required to carry out its current operations and anticipates making ongoing efforts to match its workforce capabilities with its business strategy for its operations as it evolves. The Board will continue to evaluate the required expertise and skills to execute the strategy described herein, and will seek to attract and retain the individuals required to meet the Company's goals.

Recent Developments in the Business
Extension Agreement to the Silver Purchase Agreement

On January 12, 2024 the Company entered into an extension agreement in relation to the Silver Purchase Agreement with and affiliate of Orion Mine Finance ("Orion") pursuant to which the deadline for deliveries was extended from January 15, 2024, to April 15, 2024. In connection with the extension agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million Common Share warrants exercisable at C$2.72 per share, subject to customary anti-dilution adjustments, or until January 24, 2028.

Non-Brokered Private Placement of Common Shares

In February 2024, the Company completed a non-brokered private placement of Common Shares. An aggregate of 13,064,200 Common Shares were issued by the Company at a price of C$1.80 per Common Share for aggregate gross proceeds of approximately C$23.5 million.

Bought Deal Public Offering

On May 1, 2024, the Company completed a bought deal offering of 69,698,050 units (each a "Unit") at a price of C$1.65 per Unit for gross proceeds of approximately C$115 million. Each Unit was comprised of one Common Share and one half of one Common Share purchase warrant of the Company. Each warrant is exercisable to acquire one Common Share for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per Warrant Share, subject to customer anti-dilution adjustments.

At the Market Equity Program

On August 12, 2024 the Company established of an at-the-market equity program ("ATM Program") pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the “Equity Distribution Agreement”), among the Company and a syndicate of underwriters led by National Bank Financial Inc.(collectively, the “Agents”). The ATM Program allowed i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE such number of Common Shares as would have an aggregate offering price of up to US$50 million. The ATM Program expired with the filing of this Annual Report, March 31, 2025.

Appointment of new Chief Executive Officer

On September 18, 2024 the Company announced the appointment of Mr. Richard Young as the new Chief Executive Officer ("CEO") and a director of the Company, succeeding Mr. Ewan Downie following his retirement.

New Development Plan

As described further above, on November 12, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested of the newly appointed CEO in September of 2024. The new development plan includes the development of three underground mines, but also includes accelerating, permitting, and the development of two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area. The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term. The Company also confirmed the initialization of a recapitalization plan of its balance sheet to support the new development plan. The Lone Tree Autoclave remains the centralized refractory mineral processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study in the third quarter of 2025.
Further, Management reported that a base metal focused joint venture on the Ruby Hill property does not fit the new development plan. Given the Company’s balance sheet constraints and additional capital required for the new development plan, all higher risk projects with low certainty of economic viability have been terminated of deferred. The Company will consider focusing on such projects when the balance sheet is in a stronger position and the Board approves allocating risk capital to these types of projects.

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Deferral of Gold Prepay and Silver Purchase Agreement Deliveries

On December 31, 2024 the Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 as part of an amendment of those agreements with Orion. As part of the agreements with Orion, gold and silver deliveries including 3,210 ounces of gold and 400,000 ounces of silver, scheduled for delivery on December 31, 2024, and January 15, 2025, respectively were deferred to March 31, 2025, subject to i-80 Gold’s compliance with the Waiver Agreements (as defined below), and the other conditions described below. Additionally, Orion agreed to extend the expiry date of its convertible credit agreement dated December 13, 2021 to June 30, 2026, which was reflected in an amended and restated convertible credit agreement with Orion on January 15, 2025 (the "Orion Convertible Loan").

In connection with the gold and silver delivery deferrals and the extension to the Orion Convertible Loan (collectively, the “Waiver Agreements”), i-80 Gold agreed to issue to Orion five million common share purchase warrants with an exercise price of C$1.01 per share, subject to customer anti-dilutive adjustments (the “2025 Orion Warrants”). The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion agreed to enter into an offtake agreement dated February 7, 2025 (the “Orion Offtake Agreement”) based on similar terms to the existing amended and restated offtake agreement with Deterra Royalties Limited (acquirer of Trident Royalties PLC) which expires at the end of December 2028 (the "Deterra Offtake"). The Orion Offtake Agreement will become effective on December 28, 2028 and shall expire on December 31, 2034. The Waiver Agreements are subject to ongoing conditions, including a requirement to satisfy minimum cash requirements, as amended by these Waiver Agreements, through March 31, 2025.

Non-Brokered Prospectus Offering

On January 31, 2025, the Company announced the closing of its previously announced non-brokered prospectus offering of 28,212,593 Common Shares (the “Offered Shares”) at a price of C$0.80 per Offered Share for aggregate gross proceeds to the Company of approximately C$22,570,074 (the “Offering“).

The Offered Shares were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated January 27, 2025 (the “Prospectus Supplement“) to its short form base shelf prospectus filed on June 21, 2024 (the “Shelf Prospectus“) and in the United States 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.

On February 28, 2025 the Company closed a private placement to certain insiders of the Company of an aggregate of 997,871 Common Shares at a price of C$0.80 per share for gross proceeds of approximately C$798,297.

First Supplemental Indenture to Convertible Indenture

On February 28, 2025, the Company announced that it entered into a first supplemental indenture (the "Supplemental Indenture") to the Convertible Debenture Indenture dated February 22, 2023 (the "Indenture") between the Company and the TSX Trust Company (the “Trustee”) to finalize the proposed amendments to the terms of the Indenture as previously disclosed in the Company's news release issued on January 13, 2025.

On February 22, 2023, the Company closed a private placement offering of US$65 million principal amount of secured convertible debentures (the “Convertible Debentures”) pursuant to the Indenture.
On October 15, 2024, holders of Convertible Debentures representing not less than 66 2/3% of the principal amount of the Convertible Debentures appointed, by written resolution, a committee of the Convertible Debenture holders (the “Committee”), to exercise, and to direct the Trustee to exercise, on behalf of the Convertible Debenture holders, the powers of the Convertible Debenture holders set out in the Indenture.

On February 28, 2025, the Committee delivered to the Company and the Trustee an extraordinary resolution approved by the Committee, acting on behalf of the Convertible Debenture holders, by instrument in writing effective, to approve the amendments to the Indenture as set forth in the Supplemental Indenture and to authorize and to direct the Trustee to enter into and execute the Supplemental Indenture. The Supplement Indenture amends the Indenture, to among other things, provide as follows:

(i) that the definitions relating to the conversion prices applicable to the conversion of the accrued and unpaid interest on the Convertible Debentures were revised to provide: (a) the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of the Common Shares on the (“TSX”) during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date; (b) the conversion price applicable to the Company’ right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to equal to the greater of (x) 85% of the average closing price of the Common Shares as measured in US dollars on the NYSE American during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of Common Shares on the TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;

(ii) that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the Convertible Debenture holders; and

(iii) the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date.

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Full details of the amendments are contained in the Supplemental Indenture, which is available on EDGAR (www.sec.gov) and SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

The Convertible Debentures are senior unsecured obligation of the Company and are secured on a limited recourse basis by Premier USA, the Company's wholly-owned subsidiary, with recourse limited to a pledge of all present and future limited liability company units issued by its wholly-owned subsidiary, Au-Reka LLC. The Convertible Debentures are guaranteed on a full recourse basis by Au-Reka LLC which is secured by a first ranking security over all of Au-Reka LLC's present and future real and personal property (including the Cove Project). The Convertible Debentures are not redeemable prior to their maturity date, other than as set out above.

Renewal of Third-Party Processing Agreements

On March 19, 2025 the Company confirmed it had finalized the extension of two third-party processing agreements (the “Processing Agreements”) in respect of toll milling as well as ore sales for refractory and oxide material, respectively. The toll milling agreement is an extension and amendment of a prior processing agreement which expired in the fourth quarter of 2024, while the ore sales agreement is an amended and restated version of an existing agreement. The updated toll milling agreement is now extended until December 31, 2027. As part of this renewal process, the Company also confirmed that it is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027, to allow for all material from the Company’s underground gold mines to be processed at its autoclave facility.
The impact of the economic terms of the Processing Agreements on the anticipated life of mine cash flows for the Archimedes underground project and the Granite Creek underground project are set out in the preliminary economic assessments, also known as "Initial Assessments" for each of the Ruby Hill Projects and the Granite Creek Projects filed on EDGAR at www.sec.gov on the date hereof in accordance with S-K 1300 and Item 601 of Regulation S-K, and on SEDAR+ (www.sedarplus.ca) in accordance with NI 43-101, and previously disclosed in the Company's press releases dated February 18, 2025 and March 5, 2025, respectively.

New Gold & Silver Prepay Agreement & Working Capital Facility

On March 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 ounces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay and Silver Purchase and sale agreements. The obligations under the prepay arrangement with National Bank are secured by the FAD project. In addition, the Company is finalizing a working capital facility with Auramet International, Inc. for up to $12 million, maturing in 12 months.

Available Information
General information about the Company is available through the Company’s website at https://www.i80gold.com. The Company’s press releases and filings with the SEC in the United States and on SEDAR+ in Canada are available free of charge within the Investors section of the Company’s website at https://www.i80gold.com/investors/. In addition, the SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that are filed electronically with the SEC. The address of that website is https://www.sec.gov. The documents that the Company files under Canadian securities law requirements are available on SEDAR+ at the following address https://sedarplus.ca. The information on or linked to the Company’s website is neither a part of nor incorporated by reference in this Annual Report or any of the Company’s other SEC filings or filings made on SEDAR+. All references to www.i80gold.com in this Annual Report are inactive textual references only and information contained at that website is not incorporated herein and does not constitute a part of this Annual Report.

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ITEM 1A. RISK FACTORS

Risks Relating to the Company's Business
The Company's mining operations are inherently dangerous and various factors could result in a prolonged interruption of the Company's operations and negatively impact its business and financial condition.
Mining operations are inherently dangerous and generally involve a high degree of risk. The Company's operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of gold and silver, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure, mining voids and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life, damage to property and environmental damage, all of which may result in possible legal liability. Although the Company expects that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geomechanical issues, equipment failure, failure of retaining dams around tailings disposal areas and instability of historical tailings, which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of the Company's operations that would have a material adverse effect on its business, financial condition, results of operations and prospects.
The Company's current and proposed exploration and development programs may not result in profitable commercial mining operations and, due to factors beyond its control, may result in the Company not receiving an adequate return on invested capital.
Development of any of the Company's exploration and development-stage mineral projects will only follow upon, among other things, obtaining satisfactory exploration results and the completion of feasibility or other economic studies. The exploration and development of mineral deposits involve significant financial risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on exploration properties in which the Company has an interest will result in a profitable commercial mining operation.
The economics of exploring and developing mineral properties are affected by many factors, including capital and operating costs, variations of the grades and tonnages of ore mined, fluctuating mineral market prices, costs of mining and processing equipment, and such other factors as government regulations, allowable production, importing and exporting of minerals and environmental protection. Whether developing a producing mine is economically feasible will depend upon numerous factors, most of which are beyond the control of the Company, including the availability and cost of required development capital, movement in the price of commodities, securing and maintaining title to mining tenements, as well as obtaining all necessary consents, permits and approvals for the development of the mine. Should a producing mine be developed at any of the Company's exploration or development-stage mineral properties, other factors will ultimately impact whether mineral extraction and processing can be conducted economically, including actual mineralization, consistency and reliability of ore grades and future commodity prices, as well as the effective design, construction and operation of processing facilities. The Company's operating expenses and capital expenditures may increase in subsequent years as consultants, personnel and equipment associated with advancing exploration, development and commercial production of its properties are added. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. Although the Company evaluates these risks and carries insurance policies to mitigate the risk of loss where economically feasible, not all of these risks are reasonably insurable and insurance coverages may contain limits, deductibles, exclusions and endorsements. The Company cannot assure that its coverage will be sufficient to meet its needs. Such a loss may have a material adverse effect on the Company.
Even if the development of one of the Company's projects is found to be economically feasible and approved by the Board, such development will require obtaining permits and financing, and the construction and operation of mines, processing plants and related infrastructure, including road access. As a result, the Company will be subject to all of the risks associated with establishing new mining operations, including those described above. The costs, timing and complexities of developing its projects may be greater than anticipated because such property interests are not located in developed areas, and, as a result, its property interests are not currently served by appropriate road access, water and power supply and other support infrastructure. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. In addition, delays in the early stages of mineral production often occur. Accordingly, the Company cannot provide assurance that its activities will result in profitable mining operations at its mineral properties.
The estimation of mineral reserves and mineral resources may be imprecise and depends upon subjective factors. Estimated mineral reserves and mineral resources may not be realized in actual production. The Company's results of operations and financial position may be adversely affected by inaccurate estimates.
Mineral reserves and mineral resources are estimates only, and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves can be mined or processed profitably. Mineral reserve and mineral resource estimates may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing and other relevant issues. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company's control. Such estimation is a subjective process and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data, the nature of the ore body and of the assumptions made and judgments used in engineering and geological interpretation. These estimates may require adjustments or downward revisions based upon further exploration or development work or actual production experience.
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Fluctuations in gold or silver prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of mineral reserve and mineral resource estimates. Prolonged declines in the market price of gold (or applicable by-product metal prices) may render mineral resources containing relatively lower grades of mineralization uneconomical to recover and could materially reduce the Company's mineral resources. Should reductions in mineral resources or mineral reserves occur, the Company may be required to take a material write-down of its investment in mining properties, reduce the carrying value of one or more of its assets or delay or discontinue production or the development of new projects, resulting in increased net losses and reduced cash flow. Mineral resources and mineral reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations. There is a degree of uncertainty attributable to the calculation and estimation of mineral resources and mineral reserves and corresponding grades being mined, and, as a result, the volume and grade of mineral reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of mineral reserves and mineral resources, or of the Company's ability to extract these mineral reserves, could have a material adverse effect on the Company's results of operations and financial condition.
Mineral resources are not mineral reserves and have a greater degree of uncertainty as to their existence and feasibility. There is no assurance that mineral resources will be upgraded to proven or probable mineral reserves.
The Company's mineral resources do not have demonstrated economic viability and may never be classified as proven or probable mineral reserves.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no assurance that the mineral resources estimated by the Company will ever be classified as proven or probable mineral reserves as a result of continued exploration. In addition, mineral resources that are classified as inferred mineral resources are considered too speculative geologically to have economic considerations applied to them to enable them to be categorized as mineral reserves. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that the estimated tonnage and grades as stated will be achieved or that they will be upgraded to measured and indicated mineral resources or proven and probable mineral reserves as a result of continued exploration.
Fluctuating commodity prices may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.
Upon achieving commercial, the Company's profitability will be dependent upon the market price of gold and any other metals contained in minerals discovered. Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Gold and silver prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.
Failure to further develop the Company's anticipated three underground mines and two potential open pit projects may result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows and prospects.
The ability of the Company to sustain or increase its present level of gold and silver production is dependent, in part, on the success of its projects. Each of the Ruby Hill, Granite Creek and Lone Tree properties include ongoing extraction, with residual leaching of historic leach pads at Lone Tree and Ruby Hill producing minor amounts of gold. Cove is an exploration stage project. Risks and unknowns inherent in all projects include, but are not limited to: the accuracy of mineral reserve and mineral resource estimates; metallurgical recoveries; geotechnical and other technical assumptions; capital and operating costs of ongoing production of these projects; the future price of gold and silver; environmental compliance regulations and restraints; political climate and/or governmental regulation and control; the accuracy of engineering; the ability to manage large-scale construction and scoping of major projects, including delays, aggressive schedules and unplanned events and conditions. The significant capital expenditures and long time period required to further develop these projects are considerable and changes in costs and market conditions or unplanned events or construction schedules can affect project economics. The Company's ability to maintain licenses to operate these projects is also important to the success of these projects. Actual costs and economic returns may differ materially from estimates prepared by the Company, or the Company could fail or be delayed in obtaining all approvals necessary for execution of these projects, in which case, any or all of the projects may not proceed either on its original timing or at all. In addition, none of the Ruby Hill Projects, the Granite Creek Projects, Cove Project or the Lone Tree Project may demonstrate attractive economic feasibility at low gold or silver prices.
The capital costs for each of the Ruby Hill Projects, the Granite Creek Projects, Cove Project and the Lone Tree Project may outweigh the Company's capital, financial and staffing capacity and may adversely affect the development of these projects. The inability to further develop these projects could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects.
Projects also require the successful completion of feasibility studies, the resolution of various fiscal, tax and royalty matters, the issuance of, and compliance with, necessary governmental permits and the acquisition of satisfactory surface or other land rights. It may also be necessary for the Company to, among other things, find or generate suitable sources of water and power for the project, ensure that appropriate community infrastructure is developed by third parties to support the project and to secure appropriate financing to fund these expenditures. It is also not unusual in the mining industry for mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring the investment of more capital than anticipated.
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If the Company is not able to obtain any additional financing required to develop the Lone Tree Project, the Cove Project, the Granite Creek Projects, or the Ruby Hill Projects, it may be required to reduce the scope of its planned business objectives, which may have a material adverse effect on its future prospects.
The Company will have various capital requirements and exploration and development expenditures as it proceeds to expand exploration, accelerate permitting and development activities at its mineral properties (including the anticipated refurbishment and retrofit of the Lone Tree facilities), develop any such properties or take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. Funds from mining operations at the Granite Creek Underground Project is not expected to be sufficient to fund the capital requirements of the Ruby Hill Projects, the Lone Tree Project or the Cove Project. The continued exploration and future development of the Company's exploration and development-stage properties will therefore depend on the Company's ability to obtain the required financing. In particular, any potential development of its projects will require substantial capital commitments, which the Company cannot currently quantify with certainty and may not currently have in place. The Company can provide no assurance that it will be able to obtain financing on favorable terms or at all.

In addition, the Company may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the gold industry in particular), the price of gold on the commodities markets (which will impact the amount of asset-based financing available) and/or the loss of key management personnel. If the Company is unable to obtain additional financing as needed, it may not be able to move forward with its planned exploration and development activities at the Ruby Hill Projects, the Lone Tree Project, the Cove Project and the Granite Creek Projects. Any of the foregoing could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects.
The Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under such indebtedness, which may not be successful.
The Company's ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors, many of which are not under the control of the Company. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments.
The Company may not continue to generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities, or engage in these activities on desirable terms, which could result in a default on its debt obligations.
In addition, the Company's arrangements with Orion and a fund managed by Sprott Asset Management USA, Inc. ("Sprott"), National Bank of Canada and Auramet International Inc. and the Convertible Debentures require the Company to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. These covenants limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets, or engage in certain types of transactions. There are no assurances that the Company will not, as a result of such covenants, be limited in its ability to respond to changes in its business or competitive activities, or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments, which may allow the lenders thereunder to accelerate repayment obligations or enforce security, if any.
Failure to achieve capital and operational cost estimates could have an adverse impact on the Company's future cash flows and financial condition.
Decisions about the development of the Company's mineral properties in the future will ultimately be based upon technical studies. Technical studies derive estimates of cash operating costs based upon, among other things: anticipated tonnage, grades and metallurgical characteristics of the ore to be mined and processed; anticipated recovery rates of gold, silver and other metals from the ore; cash operating costs of comparable facilities and equipment; and anticipated climatic conditions.
It is important to note that the economic parameters described in technical studies include a number of assumptions and estimates that could prove to be incorrect. For example, capital costs, operating costs, production and economic returns and other estimates contained in studies or estimates prepared by or for the Company may differ significantly from those anticipated by the Company's current studies and estimates, and there can be no assurance that the Company's actual operating costs will not be higher than currently anticipated. The Company's actual costs may vary from estimates for a variety of reasons, including: short-term operating factors; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods and earthquakes; the outbreak of communicable diseases; and unexpected labor shortages or strikes. Operational costs may also be affected by a variety of factors, including: changing waste-to-ore ratios; ore grade metallurgy; labor costs; the cost of commodities; general inflationary pressures; currency exchange rates; availability and terms of financing; difficulty of estimating construction costs over a period of years; delays in obtaining environmental or other government permits; and potential delays related to social and community issues. Many of these factors are beyond the Company's control. Failure to achieve estimates or material increases in costs could have an adverse impact on the Company's future cash flows, business, results of operations and financial condition.
Furthermore, delays in the construction and commissioning of mining projects or other technical difficulties may result in even further capital expenditures being required. Any delay in the development of a project or cost overruns or operational difficulties once the project is fully developed may have a material adverse effect on the Company's business, results of operations and financial condition.
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Forecasts of future production are estimates and actual production may be less than estimated, which could have a material adverse effect on the Company's results of operations and financial condition.
Forecasts of future production at the Company's mineral projects are estimates prepared by senior management of the Company and are based on interpretation and assumptions and actual production may be less than estimated. The ability of the Company to achieve and maintain the production rates on which such estimates are based is subject to a number of risks and uncertainties. Production estimates for all of the Company's mineral projects are dependent on, among other things, the accuracy of mineral reserve and mineral resource estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions, and the physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics, and the accuracy of estimated rates and costs of mining and processing. Actual production at the Company's mineral projects may vary from estimates prepared by the Company for a variety of reasons. The failure to achieve production estimates could have a material adverse effect on the Company's results of operations and financial condition. There is no guarantee that anticipated production costs will be achieved at any of the Company's mineral projects. Failure to achieve anticipated production costs could have a material adverse impact on the Company's ability to repay any loans and generate revenue and cash flow to fund operations and future profitability.
Reliance on Third-Party Processing Agreements
Pursuant to the autoclave toll milling agreement dated October 14, 2021 (the "Toll Milling Agreement"), involving Osgood LLC and a third party processor, (the "Processor"), the Processor agreed to process up to an aggregate of 1,000 tons/day of ore produced from the Granite Creek Project at its autoclave facilities, until the earlier of (i) the date the Lone Tree autoclave becomes fully operational, and (ii) October 14, 2024, subject to extension by mutual agreement between the parties. In March of 2025, a new toll milling (autoclave) agreement was entered into with the Processor for a term expiring on December 31, 2027, with Ruby Hill Mining Company, LLC included as a party thereto (the "New Toll Milling Agreement").
The Company anticipates that it will process refractory material from its Granite Creek underground mine and Archimedes underground mine at the Processor's autoclave facility until such time that the Lone Tree autoclave facility is operational. Based on the Company's present estimates, and dependent on the results of a forthcoming refurbishment study, the Company's Lone Tree autoclave is targeted for completion by the end of 2027. If the Lone Tree autoclave refurbishment is not completed by December 31, 2027, there is no certainty that the Company will be able to arrive at a mutual agreement for extension of the New Toll Milling Agreement with the Processor. In such circumstances, if the Company is unable to obtain an extension of the New Toll Milling Agreement in a timely manner (or at all), the Company will be required to seek other arrangements for the processing of refractory material from its Granite Creek and Archimedes underground operations. There can be no certainty that such arrangement can be reached in a timely manner (or at all) on terms that are acceptable to the Company. If an extension of the New Toll Milling Agreement or an alternative arrangement cannot be obtained, the Company's underground operations at Granite Creek and Archimedes will be disrupted until such time as an extension or alternative arrangement can be reached. In addition, as the Company is dependent on third parties' autoclave facilities, there can be no assurance that there will not be interruptions in production capabilities and/or increase in production costs or reduction in profitability as a result of toll milling arrangements.
Any interruptions in the Company's ability to process refractory material from its Granite Creek and Archimedes operations, will have a material adverse effect on the Company's results of operations and financial performance and condition.
The Company may continue to have negative cash flow from operating activities in future periods.
The Company had negative cash flow from operating activities for the year ended December 31, 2024. The Company cannot guarantee that it will have positive or negative cash flow from operating activities in future periods. The Company cannot provide any assurances that it will achieve sufficient revenues (if at all) or maintain profitability or positive cash flow from operating activities. If the Company does not achieve or maintain profitability or positive cash flow from operating activities, then there could be a material adverse effect on the Company's business, financial condition and results of operation, and the Company may need to deploy a portion of its working capital to fund such negative operating cash flows or seek additional sources of funding.
The Company is dependent on a small number of key employees. The loss of one or more of these key employees, if not replaced, could have a material adverse effect on the Company's business, results of operations and financial condition.
The Board and management of the Company currently consist of a relatively small number of key personnel, the loss of any of whom could have a material adverse effect on its operations. There is intense competition for engineers, geologists and persons with mining expertise. The ability of the Company to hire and retain engineers, geologists and persons with mining expertise is key to its mining operations. Further, relations with employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in the jurisdictions in which the Company's mining operations are conducted. Changes in such legislation or otherwise in the Company's relationships with its employees may result in strikes, lockouts or other work stoppages, any of which could have a material adverse effect on the Company's mining operations, results of operations and financial condition.
The Company does not have in place formal programs for succession and training of management and does not have key person insurance on such individuals, which insurance would provide the Company with insurance proceeds in the event of their death. Without key person insurance, the Company may not have the financial resources to develop or maintain its business until it replaces the individual. The loss of one or more of these key employees, if not replaced, could have a material adverse effect the Company's business, results of operations and financial condition.
Failure to retain directors and senior management could have material adverse effect on the Company and its prospects.
The success of the Company is largely dependent on the performance of the Board and senior management. There is no assurance that the Company can maintain the services of the Board and management or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.
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The Company relies on third parties for important relationships and services. Any loss of one or more of these key business alliances or contracts could adversely impact the Company and its business, operating results and prospects.
The Company relies significantly on strategic relationships with other entities. The Company also relies on good relationships with regulatory and governmental departments and upon third parties to provide essential contracting services. There can be no assurance that the Company's existing relationships will continue to be maintained or that new ones will be successfully formed, and the Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any circumstance which causes the early termination or non-renewal of one or more of these key business alliances or contracts could adversely impact the Company, its business, operating results and prospects.
The Company's financial statements may not reflect what the Company's financial position, results of operations or cash flows will be in the future.
The Company believes that management has made reasonable assumptions underlying the Company's financial statements, such as expenses related to employee benefits, finance, human resources, legal, information technology and executive management. However, because the Company's financial statements are based on certain assumptions, the Company's financial statements may not reflect what the Company's financial position, results of operations or cash flows will be in the future.
There can be no assurance that the Company's title to mineral projects will be secured or that it will not be affected by an unknown title defect.
The acquisition of title to mineral projects is a very detailed and time-consuming process. Although the Company has taken precautions to ensure that legal title to its property interests is properly recorded in the name of the Company where possible, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interests of the Company in any of its properties may not be challenged or impugned. Title insurance is generally not available for mineral properties and the Company has a limited ability to ensure that it has obtained secure claim to individual mineral claims. While the Company intends to take all reasonable steps to maintain title to its mineral properties, there can be no assurance that the Company will be successful in extending or renewing mineral rights on or prior to expiration of their term, or that the title to any such properties will not be affected by an unknown title defect.
The Company's activities are subject to extensive governmental regulation. The costs and delays associated with obtaining necessary licenses and permits from governmental bodies could stop or materially delay or restrict the Company from proceeding with the development of an exploration project, which in turn could have a material adverse effect on its business.
Exploration, development and mining of minerals are subject to extensive federal, provincial, state and local laws and regulations governing acquisition of the mining interests, prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, water use, land use, environmental protection and remediation, endangered and protected species, mine safety and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied or amended in a manner that could have a material adverse effect on the business, financial condition and results of operations of the Company.
The costs and delays associated with obtaining necessary licenses and permits and complying with these licenses and permits and applicable laws and regulations could stop or materially delay or restrict the Company from proceeding with the development of an exploration project. Any failure to comply with applicable laws and regulations or licenses and permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities. The Company may be required to compensate those suffering loss or damage by reason of its mining operations and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.
In addition, any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, royalty rates, rates of exchange, environmental regulations, labor relations and return of capital. This may affect both the ability of the Company to undertake exploration and development activities in respect of present and future properties in the manner currently contemplated, as well as the ability of the Company to continue to explore, develop and operate those properties in which it has an interest or in respect of which it has obtained exploration and development rights to date. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.
Public Health Risks
The Company's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. On March 11, 2020, the outbreak of the novel strain of coronavirus, specifically identified as "COVID-19", was classified as a global pandemic, which resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which included the implementation of travel bans, self-imposed quarantine periods and social distancing, caused material disruption to businesses globally resulting in an economic slowdown. While the Company experienced minimal disruption to its operations during the COVID-19 pandemic, there may be impacts in the future on the Company's operations, key suppliers, supply chain, and cash flows, the Company's ability to raise financing or the pricing of such financing should another pandemic or health crises occur.
Interference in the maintenance or provision of the Company's infrastructure could adversely affect the Company's operations, financial condition and results of operations.
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, power sources and water supply are important determinants affecting capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations.
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Labor difficulties might result in the Company not meeting its business objectives.
Factors such as work slowdowns or stoppages caused by, among other things, the attempted unionization of operations and difficulties in recruiting qualified miners and hiring and training new miners could materially adversely affect the Company's business. This would have a negative effect on the Company's business and results of operations, which might result in the Company not meeting its business objectives.
Failure to maintain or obtain permits and licenses could cause increases in exploration expenses, capital and operating expenditures or require abandonment or delays in development or exploitation of mining properties.
The Company is required to maintain in good standing a number of permits and licenses from various levels of governmental authorities in connection with the development and operations at its mineral properties.
Although the Company has all required permits for its current state of operations, there is no assurance that delays will not occur in the renewal of certain permits and there is no assurance that the Company will be able to obtain additional permits for any possible future changes to operations or additional permits associated with new legislation. There is also no assurance that the Company can obtain, or that there will not be delays in obtaining, the environmental approval or permits necessary to develop any future projects.
To the extent such approvals or consents are required and are delayed or not obtained, the Company may be curtailed or prohibited from continuing its operations or proceeding with any further development. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration, development or exploitation of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies or more stringent implementation thereof could have a material adverse impact on the Company and cause increases in exploration expenses and/or capital and operating expenditures or require abandonment or delays in development or exploitation of mining properties.
The Company's operations are subject to extensive environmental regulation and non-compliance with any laws could result in enforcement actions and cause operations to cease or be curtailed or lead to significant financial exposure.
The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time and primarily the Nevada Division of Environmental Protection. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, and which have been caused by previous or existing owners or operators of the properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration or mining operations may be required to compensate those suffering loss or damage by reason of the exploration or mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties. The potential financial exposure may be significant.
The Company is subject to land reclamation requirements. If the Company is required to carry out unanticipated reclamation work, its financial position could be adversely affected.
Land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance. Reclamation may include requirements to treat ground and surface water to drinking water standards, control dispersion of potentially deleterious effluents and reasonably re-establish pre-disturbance landforms and vegetation.
In order to carry out reclamation obligations imposed on the Company in connection with exploration, potential development and production activities, the Company may be required to allocate financial resources that might otherwise be spent on further exploration and development programs. In addition, regulatory changes could increase the Company's obligations to perform reclamation and mine closing activities. If the Company is required to carry out unanticipated reclamation work, the Company's financial position could be adversely affected.
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If the Company is not able to arrange for, or continue to obtain, surety bonds in favor of government agencies, it could adversely affect the Company's business, financial condition and results of operations.
The Company, in the ordinary course of its operations and developments, is required to issue financial assurances including surety bonds and/or bank guarantee instruments, in favor of government agencies as financial support for environmental reclamation and exploration permitting at its properties. The Company’s ability to provide such assurances is subject to external financial and credit markets and assessments, and its own financial position. If the Company is not able to arrange for, or continue to obtain, satisfactory surety bonds in favor of government agencies, as financial support for environmental reclamation and exploration permitting at its properties, this could adversely affect the Company's business, financial condition and results of operations.
There are significant hazards associated with mining activities, some of which may not be fully covered by insurance. The Company might become subject to liability for hazards which it may not be insured against and could incur significant costs from the losses arising out of such events.
The Company's business is subject to production and operational risks that could have a material adverse effect on the financial condition, results of operations or cash flows of the Company and the Company's insurance may not cover these risks and hazards adequately or at all.
Mining and metals processing involve significant production and operational risks normally encountered in the exploration, development and production of gold and other base or precious metals, some of which are outside of the Company's control, including, without limitation, the following: unanticipated ground and water conditions; adverse claims to water rights and shortages of water to which the Company has rights; adjacent or adverse land or mineral ownership that results in constraints on current or future mine operations; geological problems, including seismic activity, earthquakes and other natural disasters; metallurgical and other processing problems; unusual or unexpected mineralogy or rock formations; ground or slope failures; tailings design or operational issues, including dam breaches or failures; structural cave-ins, wall failures or rock-slides; flooding or fires; equipment failures; periodic interruptions due to inclement or hazardous weather conditions or operating conditions and other force majeure events; lower than expected ore grades or recovery rates; accidents; delays in the receipt of or failure to receive necessary government permits; delays in transportation; the results of litigation, including appeals of agency decisions; interruption of energy supply; labor disputes; inability to obtain satisfactory insurance coverage; the availability of drilling and related equipment in the area where mining operations will be conducted; and the failure of equipment/processes to operate in accordance with specifications or expectations.
These risks could result in damage to, or destruction of, the any of the Company's mineral projects, resulting in partial or complete shutdowns, personal injury or death, environmental or other damage to properties of the Company or others, delays in mining, reduced production, monetary losses and potential legal liability. Milling operations are subject to hazards, such as equipment failure or failure of retaining dams around tailings disposal areas that may result in personal injury or death, environmental pollution and consequential liabilities. In addition, the Company relies on a few key vendors for its operations. A breach of the applicable contract by any of these vendors, a significant dispute with any of these vendors, a force majeure event or other operational or financial issues affecting one or more of these vendors, including labor strikes or work stoppages, or any other event that would significantly impede the ability of these vendors to perform their contractual obligations to the Company or that would have a significant negative impact on the Company's contractual relationship with them would adversely affect the ability of the Company to produce its primary products, which could have a material impact on the Company's financial condition and results of operations.
Although the Company may maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance obtained may contain exclusions and limitations on coverage. In addition, although certain risks are insurable, the Company may be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or, if available, may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its business, consolidated financial condition and results of operations.
Existing or future competition in the mining industry could materially adversely affect the Company's prospects for mineral exploration and success in the future.
There is significant competition in the precious metals mining industry for mineral rich properties that can be developed and produced economically, the technical expertise to find, develop and operate such properties, the labor to operate the properties and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals but conduct refining and marketing operations on a global basis. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its projects. Existing or future competition in the mining industry could materially adversely affect the Company's prospects for mineral exploration and success in the future. Increased competition can result in increased costs and lower prices for metal and minerals produced and reduced profitability. Consequently, the revenues of the Company, its operations and financial condition could be materially adversely affected.
From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties, thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.
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The Company may fail to select appropriate acquisition targets and may not be able to integrate any acquired businesses and their workforce into the Company.
The Company will continue to seek new resource properties and development opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their workforce into the Company. Ultimately, any acquisitions would be accompanied by risks, which could include changes in commodity prices, difficulty with integration, failure to realize anticipated synergies, significant unknown liabilities, delays in regulating approvals and exposure to litigation. Any material issues that the Company encounters in connection with an acquisition could have a material adverse effect on its business, results or operations and financial position.
There may be undisclosed risks and liabilities relating to the Company's acquisitions.
While the Company conducted substantial due diligence of the acquisitions of its various projects, including the acquisitions of the Granite Creek Project, the Ruby Hill Project, the Lone Tree Project, and the FAD Project (collectively, the "Acquisitions"), there are risks inherent in any acquisition. Specifically, there could be unknown or undisclosed risks or liabilities relating to these projects for which the Company is not indemnified pursuant to the provisions of the agreements relating to the Acquisitions. Any such unknown or undisclosed risks or liabilities could have a material adverse effect on its business, results of operations and financial position. The Company could encounter additional transaction and integration related costs or other factors, such as the failure to realize all of the benefits anticipated in the Acquisitions. All of these factors could cause dilution to the Company's earnings per share or decrease or delay the anticipated accretive effect of the Acquisitions and cause a decrease in the market price of the Common Shares.
The anticipated benefits of the Company's Acquisitions may not be realized.
There can be no assurance that management of the Company will be able to fully realize the expected benefits of the Acquisitions. There is a risk that some or all of the expected benefits will fail to materialize or may not occur within the time periods anticipated by management of the Company. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of the Company.
The Company's directors and officers may be subject to conflicts of interest in their capacities as directors and officers of other public resource companies.
The directors and officers of the Company may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Company.
The Company is subject to the ESTMA, and any non-compliance thereof could lead to significant fines and sanctions.
The Canadian Extractive Sector Transparency Measures Act ("ESTMA"), which became effective June 1, 2015, requires public disclosure of payments to governments by mining and oil and gas companies engaged in the commercial development of oil, gas and minerals who are either publicly listed in Canada or with business or assets in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments at all levels, including entities established by two or more governments. ESTMA requires reporting on the payment of any taxes, royalties, fees, production entitlements, bonuses, dividends, infrastructure improvement payments and any other prescribed payment over $100,000. Failure to report, false reporting or structuring payments to avoid reporting may result in fines of up to $250,000 (which may be concurrent). If the Company becomes subject to an enforcement action or is in violation of ESTMA, this may result in significant penalties, fines and/or sanctions, which may have a material adverse effect on the Company's reputation.
The Company's success depends on developing and maintaining relationships with local communities and other stakeholders, which cannot be guaranteed.
The Company's relationships with the communities in which it operates are critical to the future success of its existing operations and the construction and development of its projects. In recent years, there has been ongoing and potentially increasing public concern relating to the effects of resource extraction on the natural landscape, communities and the environment. Certain non-governmental organizations, public interest groups and reporting organizations ("NGOs") who oppose globalization and resource development can be vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. In addition, there have been many instances in which local community groups have opposed resource extraction activities, resulting in disruption and delays to the relevant operations. Adverse publicity generated by such NGOs or others related to the mining industry, or to extractive industries generally, could have an adverse effect on the Company's reputation or financial condition and may impact its relationship with the communities in which it operates. While the Company seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, there is no guarantee that its efforts in this respect will mitigate this potential risk. NGOs or local community groups could direct adverse publicity against and/or disrupt the operations of the Company in respect of one or more of its properties, despite the Company's successful compliance with social and environmental best practices. Any such actions and the resulting media coverage could have adverse effects on the reputation and financial condition of the Company or its relationships with the communities in which it operates, which could have a material adverse effect on the business, financial condition, results of operations, cash flows or prospects of the Company.
The Company's ability to successfully obtain key permits and approvals to explore for, develop and operate mines and to successfully operate in Nevada will likely depend on its ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Mining operations should be designed to minimize the negative impact on such communities and the environment, for example, by modifying mining plans and operations or by relocating those affected to an agreed location. The cost of these measures could increase capital and operating costs and therefore could have an adverse impact upon the Company's financial condition and operations. The Company seeks to promote improvements in health and safety, human rights, environmental performance and community relations. However, the Company's ability to operate could be adversely impacted by accidents or events detrimental (or perceived to be detrimental) to the health, safety and well-being of the Company's employees, human rights, the environment or the communities in which the Company operates.
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The Company may become subject to disputes with third parties and an inability to resolve these disputes favorably could have a material adverse impact on the Company's business and financial condition.
The Company may become involved in disputes with third parties in the future that may result in litigation. The results of litigation cannot be predicted with certainty and defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. If the Company is unable to resolve these disputes favorably, or if the cost of the resolution is substantial, such events may have a material adverse impact on the Company's business, rights, financial condition, results of operations, cash flows or prospects.
Damage to the Company's image and reputation may lead to decreased investor confidence and impede the Company's ability to advance its projects.
Damage to the Company's reputation can be the result of the actual or perceived occurrence of any number of events and could include any negative publicity, whether true or not. Although the Company places a great emphasis on protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations and decreased investor confidence and may act as an impediment to the Company's overall ability to advance its projects, thereby having a material adverse impact on financial performance, cash flows and growth prospects.
Climate change could have a material adverse impact on the Company's business and results of operations.
There is significant evidence of the effects of climate change on our planet and an intensifying focus on addressing these issues. Climate change is a global challenge that may have both favorable and adverse effects on our business in a range of possible ways. Mining and processing operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As such, the Company is impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency, and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased energy efficiency, technological innovation, or the increased demand for our metals as part of technological innovations, the current regulatory trend may result in additional transition costs at some of our operations. Governments are introducing climate-change legislation and treaties at the international, national, and local levels, and regulations relating to emission levels and energy efficiency are evolving and becoming more rigorous. Current laws and regulatory requirements are not consistent across the jurisdictions in which we operate, and regulatory uncertainty is likely to result in additional complexity and cost in our compliance efforts. Public perception of mining is, in some respects, negative and there is increasing pressure to curtail mining in many jurisdictions as a result, in part, of perceived adverse effects of mining on the environment and on local communities. Concerns around climate change may also affect the market price of our Common Shares as institutional investors and others may divest interests in industries that are thought to have more environmental impacts. While the Company is committed to operating responsibly and reducing the negative effects of our operations on the environment, our ability to reduce emissions and energy and water usage by increasing efficiency and adopting new innovation is constrained by technological advancement, operational factors, and economics. Adoption of new technologies, the use of renewable energy, and infrastructure and operational changes necessary to reduce water usage may also increase our costs significantly. Concerns over climate-change, and our ability to respond to regulatory requirements and societal pressures, may have significant impacts on our operations and our reputation and may even result in reduced demand for our products.
The physical risks of climate change could also adversely impact our operations. These risks include, among other things, extreme weather events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and extreme temperatures. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters, such as hurricanes, earthquakes, hailstorms, wildfires, snow, ice storms, the spread of disease and insect infestations. Climate-related events such as mudslides, floods, droughts, and fires can have significant impacts, directly and indirectly, on our operations and could result in damage to our facilities, disruptions in accessing our sites with labor and essential materials or in shipping products from our mines, risks to the safety and security of our personnel and to communities, shortages of required supplies such as fuel and chemicals, inability to source enough water to supply our operations, and the temporary or permanent cessation of one or more of our operations. There is no assurance that we will be able to anticipate, respond to, or manage the risks associated with physical climate-change events and impacts, and this may result in material adverse consequences to our business and to our financial results.
The Company may not be able to access the resources and materials it needs to advance its exploration programs.
Mining exploration requires ready access to mining equipment, such as drills, and crews to operate that equipment. There can be no assurance that such resources will be available to the Company on a timely basis or at a reasonable cost. Failure to obtain these resources when needed may result in delays in the Company's exploration programs.
The Company's mineral properties or mineral projects may be subject to various land payments and any failure by the Company to satisfy such payments could result in the loss of property interests.
The Company's mineral properties or projects may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.
Geological, hydrological, and climatic events could have a material adverse effect on the Company.
All mining operations face geotechnical, hydrological and climate challenges. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, subsidence and uplift, embankment failures and rock fragility may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of the Company's control, such as severe weather and seismic activity. Geotechnical failures could result in limited or restricted access to mines, suspension of operations, environmental damage, government investigations, increased monitoring costs, remediation costs, loss of mineralized material and other impacts, which could result in loss of revenue or increased costs and could result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects.
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Rising inflation could lead to increased costs.
Consumer price inflation has risen significantly in recent years and if it continues will mean much higher costs for the Company's expenditure programs. The Company's program cost estimates could rapidly become out-of-date. If this happens, the Company will need to either raise additional funds causing equity dilution or increased debt levels or reduce its expenditures and reducing progress. Increases in inflation usually result in central bank interest rate hikes which can trigger negative capital market conditions making financing difficult. While inflation increases have often led to higher precious metals prices, there can be no assurance of that, and the Company's operations and its share price could be adversely affected by increased inflation.
Trade Wars could lead to increased costs.

If high US tariffs are imposed on Canadian products and the products of other countries and Canada and the other countries retaliate with import tariffs on US products, the consequences on the capital markets and global supply chains could adversely impact the Company’s ability to raise funds and source the supplies the Company relies on to perform its planned work programs or, if available, the cost of such supplies could soar, impairing the Company’s ability to complete work programs. The eventuality, timing and rates of potential US tariffs, and the countries on which they are levied are difficult to predict at this time. However, US tariffs are likely to be met with retaliatory tariffs and a multi-country trade war against the US could develop. The Company imports products into the US and could be directly impacted by the imposition of new tariffs on goods imported. However, the economic impact of tariffs or a broader trade war on the Canadian economy, the US economy and the global economy could negatively impact capital markets and the Company’s ability to raise funds to undertake its work programs. A Canada-US or a broader trade war has the potential to adversely impact global supply chains and make supplies required by the Company for exploration programs, construction work or operations harder to obtain or unavailable. Canadian tariffs or scarcity in the global supply chain would likely increase the cost of supplies required by the Company that are available, which could impair the Company’s ability to undertake all of the work it plans to perform. The Company has some flexibility to adjust the timing, scale of, or even cancel, many of its work programs in response to increasing costs or unavailability of supplies. The indirect effects of tariffs imposed by the US or by both countries are difficult to assess, but the potential for tariffs represents a risk to the Company’s ability to fulfill some of its key objectives.

Securities analysts or other third parties may publish inaccurate or unfavorable research reports.
The trading market for Common Shares may rely in part on the research and reports that securities analysts and other third parties choose to publish about the Company. The Company does not control these analysts or other third parties. The price of the Common Shares could decline if one or more securities analysts downgrade the Common Shares or if one or more securities analysts or other third parties publish inaccurate or unfavorable research about the Company or cease publishing reports about the Company.
Internal control over financial reporting and disclosure controls and procedures cannot provide complete assurance of error-free reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US General Accepted Accounting Principles ("US GAAP"). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized, and reported on a timely basis and is accumulated and communicated to a company's management, as appropriate, to allow timely decisions regarding required disclosure. No evaluation can provide complete assurance that the Company's internal control over financial reporting and disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information required to be reported. The effectiveness of the Company's control and procedures could also be limited by simple errors or faulty judgments. In addition, as the Company continues to expand, the challenges involved in implementing appropriate internal control over financial reporting and disclosure controls and procedures will increase and will require that the Company continue to improve its internal control over financial reporting and disclosure controls and procedures. Although the Company intends to devote substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, the Company cannot be certain that it will be successful in complying with National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators as well as comparable US securities disclosure laws including the Sarbanes-Oxley Act.
International conflict and other geopolitical tensions or events, such as the current Russia-Ukraine conflict, may have an adverse effect on the Company's business, financial condition and results of operations.
International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Russia's invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices, supply chains and global economies more broadly. Volatility in commodity prices and supply chain disruptions may adversely affect the Company's business, financial condition and results of operations. The extent and duration of the Russia-Ukraine conflict and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this Annual Report, including those relating to commodity price volatility and global financial conditions. The situation is continuing to change and unforeseeable impacts, including on our shareholders and counterparties on which we rely and transact with, may materialize and may have an adverse effect on the Company's business, results of operation and financial condition.

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Risks Relating to the Common Shares Generally

No guarantee of positive return on investment.
There is no guarantee that an investment in the securities of the Company will earn any positive return in the short term or long term. The mineral exploration and development business is subject to numerous inherent risks and uncertainties, and any investment in the securities of the Company should be considered a speculative investment. Past successful performance provides no assurance of any future success. The purchase of securities of the Company involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. An investment in the securities of the Company is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.
There is no certainty that an active trading market for the Common Shares will develop or be sustained.
While the Common Shares are listed on the TSX and NYSE American, there can be no assurance that an active trading market will develop for the Common Shares, or if developed, that such a market will be sustained. There can be no assurance that fluctuations in the trading price will not have a material adverse impact on the Company's ability to raise equity funding without significant dilution to shareholders of the Company, or at all.
In addition, the disruptions recently experienced in the international and domestic markets have led to reduced liquidity and increased credit risk premiums for certain companies and have resulted in a reduction of available financing. Developing companies may be particularly susceptible to these disruptions and reductions in the availability of credit or increases in financing costs, which could result in them experiencing financial difficulty. The availability of credit is significantly influenced by levels of investor confidence in markets as a whole and as such any factors that impact market confidence (for example, a decrease in credit ratings, state or central bank intervention in one market, terrorist activity and conflict or the spread of other communicable diseases and viruses) could affect the price or availability of funding for entities within any of these markets.
Common Shares may be subject to significant price and volume fluctuations.
The Common Shares are listed on the TSX and NYSE American. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration or development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continued fluctuations in price will not occur, which may result in losses to investors. The purchase of Common Shares should be undertaken only by investors who have no need for immediate liquidity in their investment.
The trading price of the Common Shares may increase or decrease in response to a number of events and factors, including, but not limited to: the Company's operating performance and the performance of competitors and other similar companies; volatility in gold and other metal prices; the public's reaction to the Company's press releases, other public announcements and the Company's filings with the various securities regulatory authorities; the failure of the Company to meet the reporting and other obligations under Canadian securities laws or imposed by the TSX, NYSE American or the United States Securities Exchange Commission (the "SEC"); changes in recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector; a reduction in coverage by such research analysts; changes in general economic and/or political conditions; the arrival or departure of key personnel; and acquisitions, strategic alliances or joint ventures involving the Company or its competitors, which, if involving the issuance of Common Shares, or securities exercisable or exchangeable for or convertible into Common Shares, would result in dilution to present and prospective holders of Common Shares. In addition, the market price of the Common Shares is affected by many variables not directly related to the Company's success and are, therefore, not within the Company's control, including other developments that affect the market for all resource sector securities, the breadth of the public market for the Common Shares and the attractiveness of alternative investments.
Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.
The Company may need to sell additional Common Shares to finance its operations and such future sales may dilute shareholders' equity position in the Company.
The Company has limited financial resources and will have further capital requirements and exploration expenditures as it proceeds to expand activities at its mineral projects, develop any such projects or take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. The Company may sell additional Common Shares or other securities in the future to finance its operations or may issue additional Common Shares or other securities as consideration for future acquisitions. The Company cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Shares and will dilute each shareholder's equity position in the Company. The Company's articles permit, among other things, the issuance of an unlimited number of Common Shares for such consideration and on such terms and conditions as are established by the directors of the Company, in many cases, without the approval of the shareholders of the Company.
Sales by existing shareholders in the public market could reduce the price of the Common Shares and impair the Company's ability to raise additional capital.
The Common Shares are listed on the TSX and NYSE American and sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of the Common Shares. If this occurs and continues, it could impair the Company's ability to raise additional capital through the sale of securities.
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The Company's dual listing may increase the volatility of the Common Shares.
The Company incurs significant legal, accounting, reporting and other expenses in order to maintain a dual listing on both the TSX and NYSE American. Moreover, the Company's listing on both the TSX and NYSE American may increase volatility due to the ability to buy and sell Common Shares in two places, different market conditions in different capital markets, and different trading volumes. This may result in less liquidity on both exchanges, different liquidity levels, and different prevailing trading prices.
A decline in the price of Common Shares could impede the Company's ability to raise additional capital to finance its operations and may materially adversely affect its business plan and ability to meet obligations as they become due.
A decline in the market price of the Common Shares could result in a reduction in the liquidity of the Common Shares and a reduction in the Company's ability to raise additional capital for its operations. A decline in the price of the Common Shares could have an adverse effect upon the liquidity of the Common Shares and the Company's continued operations. A reduction in the Company's ability to raise equity capital in the future could have a material adverse effect upon the Company's business plan and operations, including its ability to continue its current operations. If the price for the Common Shares declines, the Company may not be able to raise additional capital or generate funds from operations sufficient to meet its obligations.
The Company has no history of earnings and has no current plans to pay dividends in the foreseeable future.
The Company has no history of earnings as a stand-alone entity and does not anticipate paying dividends on the Common Shares in the foreseeable future. Several of the agreements entered into in connection with the Financing Package, including the Orion Convertible Loan and the Sprott Convertible Loan, and the Convertible Debentures restrict the ability of the Company to pay dividends to its shareholders. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including operating results, financial condition and anticipated cash needs. See "Dividends and Distributions".

Forward-looking statements are based on assumptions and the actual results of the Company may differ materially from those suggested by the forward-looking statements.
Shareholders should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on such risks, assumptions and uncertainties can be found under the heading "Cautionary Note Regarding Forward-Looking Information".
The Company relies upon certain accommodations available to it as an "emerging growth company".
The Company is an "emerging growth company" as defined in section 3(a) of the U.S. Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the U.S. Securities Act; (c) the date on which the Company has, during the previous three year period, issued more than US$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a "large accelerated filer", as defined in Rule 12b–2 under the U.S. Exchange Act. The Company will qualify as a large accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be US$700,000,000 or more. For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company cannot predict whether investors will find the Common Shares less attractive because the Company relies upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company's development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company's business, financial condition and results of operations.
Enforcement of Civil Liabilities in the United States
The Company is incorporated under the laws of the Province of British Columbia, Canada. Some of its directors and officers are residents of Canada, and most of the assets of these persons are located outside of the United States. As a result, it may be difficult for shareholders to initiate a lawsuit within the United States against these non-United States residents, or to enforce judgments in the United States against the Company or these persons which are obtained in a United States court and that are predicated upon civil liabilities under the United States federal securities laws or the securities or "blue sky" laws of any state within the United States.
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A failure or breach of the Company's network systems could corrupt the Company's financial or operational data and may have a material adverse impact on the Company's reputation and results of operations.
Major equipment failures, natural disasters including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of network systems or security that affect computer systems within the Company's network could disrupt the Company's business functions, including the Company's exploration and production activities. The mining industry has become increasingly dependent on digital technologies. Mines and mills are automated and networked, and the Company relies on digital technologies to conduct certain exploration, development, production, processing and other activities. The mining industry faces various security threats, including cyber-security threats. Such attacks are increasing and include malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions to critical systems, unauthorized release of confidential information and corruption of data. A cyber-attack could negatively impact the Company's operations. A corruption of the Company's financial or operational data or an operational disruption of the Company's production infrastructure could, among other potential impacts, result in: loss of production or accidental discharge; expensive remediation efforts; distraction of management; damage to the Company's reputation or its relationship with customers, vendors and employees; or events of noncompliance, which events could lead to regulatory fines or penalties. Any of the foregoing could have a material adverse impact on the Company's reputation, profitability, future cash flows, earnings, results of operations and financial condition.
Information technology failures or cyber security incidents could adversely affect the reputation, operations or financial performance of the Company.
The Company is reliant on the continuous and uninterrupted operations of its information technology ("IT") systems. User access and security of all IT systems are critical elements to the operations of the Company. Protection against cyber security incidents and cloud security, and security of all of the Company's IT systems are critical to the operations of the Company. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect the reputation, operations or financial performance of the Company.
The Company's IT systems could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions by the Company's employees or vendors. A cyber security incident resulting in a security breach, or failure to identify a security threat, could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs.

The Corporation could become classified as a passive foreign investment company for U.S. federal income tax purposes in the current tax year or a future tax year, which could result in adverse U.S. federal income tax consequences to U.S. investors.

The Corporation would be classified as a passive foreign investment company, or “PFIC”, for any taxable year if, after the application of certain look-through rules with respect to the income and assets of the Corporation's corporate subsidiaries in which the Corporation owns 25% (by value) of the stock, either: (i) 75% or more of the Corporation's gross income for such year is "passive income" (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended), or (ii) 50% or more of the value of the Corporation's assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. The Corporation believes that it was not a PFIC for its prior tax year, and based on current business plans and financial expectations, the Corporation expects that it will not be a PFIC for its current tax year and expects that it will not be a PFIC for the foreseeable future. However, this is a factual determination that must be made annually after the close of each taxable year and is dependent on many factors, including the value of the Corporation's passive assets, the amount and type of the Corporation's gross income and market capitalization. Therefore, there can be no assurance that the Corporation will not be classified as a PFIC for the current or future taxable years. Certain adverse U.S. federal income tax consequences could apply to a U.S. investor if the Corporation is treated as a PFIC for any taxable year during which such U.S. investor holds Common Shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 1C. CYBERSECURITY

Risk Management and Strategy Overview

Protecting the information systems, assets, data, and communication infrastructure is critical to the Company's operations. Consequently, cybersecurity is prioritized through the implementation of a comprehensive cybersecurity risk management program that is managed by the executive team leadership in conjunction with the IT Department and falls within the boundaries of the overall organization risk management program.

Key Principles of the Cybersecurity Risk Management Program:

•Risk Management - a proactive approach to identifying and mitigating risks to protect the organization’s assets and integrity through third party assessments, internal assessments and global cybersecurity threat analysis.
•Defense Strategy - adopts a robust defense approach to protect systems from potential threats, including an assumption of breach mindset.
•Zero-Trust Architecture - implements a zero-trust philosophy, ensuring that no entity is inherently trusted without verification.
•Least Privileged Access - employ strict identity and access management principles to limit user access based on necessity.
•Mitigation and Management of Incidents or Disasters - our risk management program includes policies and procedures for incident response and mitigation.

Key Components of the Cybersecurity Program:

•Ongoing Detecting and Monitoring - Continuous surveillance of networks to identify threats and intrusions in real-time.
•Vulnerability Assessment - Regular assessments conducted by both internal teams and external partners to identify system vulnerabilities.
•Employee Training - Regular cybersecurity training and awareness campaigns are undertaken to equip employees with the knowledge needed to mitigate risks.
•IT Leadership - The IT Department leads the implementation of the cybersecurity risk management program, ensuring adherence to Company and regulatory standards.

Compliance Framework

The cybersecurity program aligns with the National Institute of Standards and Technology’s Cybersecurity Framework. The IT Department, in collaboration with external vendors, diligently works to detect vulnerabilities, identify compromised devices, and maintain compliance across the organization’s IT systems.

External Engagement

The Company engages with third-party organizations to conduct regular assessments of compliance, controls, and overall risk management strategies, ensuring a comprehensive approach to cybersecurity. Quarterly vulnerability assessments are performed on external and internal systems, as well as a larger annual audit of system security and compliance.

Responsibility and Communication

The Company promotes a culture where cybersecurity awareness is recognized as everyone's responsibility. Regular communications about cybersecurity risk mitigation and intrusion prevention measures are shared with senior management and the Board of Directors.

Incident History

The Company has not experienced any cybersecurity incidents during the year ended December 31, 2024, or in any prior year that resulted in interruptions to normal business operations or breaches of systems.

Governance Structure

IT Director’s Role
•The IT Director leads the cybersecurity risk management program with over 25 years of experience in managing cybersecurity programs, auditing, and IT operations within the US mining and manufacturing sectors. They possess a bachelor’s degree in computer information security and a master’s degree in management information systems.

Board of Directors Involvement
•The Board is actively engaged in overseeing the cybersecurity program, receiving regular updates and assessments concerning governance and compliance. Quarterly updates from the IT Director cover the status of cybersecurity controls, exposures, and overall program results. The Board insists on being informed about any material cybersecurity incidents.

This structured overview distills the essence of the cybersecurity risk management and governance processes within the Company, emphasizing the proactive approach to cybersecurity management and the involvement of leadership at all levels.
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ITEM 2. PROPERTIES

MINERAL PROJECTS

The Company is subject to the mining disclosure standards of Subpart 229.1300 of Regulation S-K – Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”). The Company is also subject to NI 43-101. The information in Item 2, Properties, below is common to both reports and contains pertinent information required under S-K 1300 and NI 43-101.

As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with S-K 1300. All determinates of mineral resources and mineral reserves have been prepared by qualified persons who are not affiliated with the Company. Under S-K 1300, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project. Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves.

Except for that portion of mineral resources classified as mineral reserves, mineral resources have not demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category. A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource can be the basis of an economically viable project, or that it will be upgraded to a higher category.

The subsections below describe the property locations, overviews and mineral resource and mineral reserve estimates. Our material projects, as determined pursuant to S-K 1300, are the Cove Project, the Granite Creek Project, the Lone Tree Project, and the Ruby Hill Project. All of our projects are located in the State of Nevada. Further information about these properties can be found in the technical report summaries for each material project filed as exhibits to this Form 10-K as well as under the individual project descriptions below.. In addition to our material projects, we also hold the FAD Project, Tabor Project and Argenta Property. All of our projects are considered exploration stage projects because the Company has not determined that mineral reserves at any of its properties pursuant to S-K 1300. With respect to Ruby Hill, Lone Tree, and Granite Creek, the Company has started extraction activities without determining mineral reserves.

Except as otherwise stated, the scientific and technical information relating to the Cove Project contained in this Form 10-K is derived from the S-K 1300 report for the Cove Project titled “S-K1300 Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada” effective December 31, 2024 prepared by Practical Mining LLC., TR Raponi Consulting Ltd. and Montgomery & Associates, none of whom are affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Cove Project titled “NI 43-101 Preliminary Economic Assessment for the Cove Project, Lander County, Nevada” with an effective date of December 31, 2024] (the “43-101 Cove Report”) which was prepared by Practical Mining LLC and TR Raponi Consulting LTD.

Except as otherwise stated, the scientific and technical information relating to the Granite Creek Project contained in this Form 10-K is derived from the S-K 1300 report for the Granite Creek Complex titled “Initial Assessment of the Granite Creek Mine, Humboldt County, NV” effective December 31, 2024 prepared by Practical Mining LLC., TR Raponi Consulting Ltd. and Montgomery & Associates, none of whom are affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Granite Creek titled “Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, USA” with an effective date of December 31, 2024 (the “43-101 Granite Creek Report”) which was prepared by Global Resource Engineering, Ltd. and Practical Mining, LLC.

Except as otherwise stated, the scientific and technical information relating to the Lone Tree Project contained in this Form 10-K is derived from the S-K 1300 report for the Lone Tree Project titled “S-K 1300 Technical Report Summary on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” effective December 31, 2024 prepared by GeoGlobal which is not affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Lone Tree Project titled “Technical Report on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” with an effective date of December 31, 2024] (the “43-101 Lone Tree Report”) which was prepared by GeoGlobal LLC.

Except as otherwise stated, the scientific and technical information relating to the Ruby Hill Project contained in this Form 10-K is derived from the S-K 1300 report for the Ruby Hill Project titled “S-K 1300 Technical Report Summary Initial Assessment of the Ruby Hill Project, Eureka County NV” effective December 31, 2024 prepared by Forte Dynamics, Inc., Practical Mining LLC, and TR Raponi Consulting Ltd., none of whom are affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Ruby Hill Project titled “Preliminary Economic Assessment of the i-80 Gold Corp. Ruby Hill Project, Eureka County NV” with an effective date of December 31, 2024 (the “43-101 Ruby Hill Report”) which was prepared by Forte Dynamics, Inc., Practical Mining LLC, and TR Raponi Consulting Ltd.

Each S-K 1300 technical report summary has been filed as an exhibit to the Form 10-K, and is available for review on EDGAR at www.sec.gov. Copies of technical reports for the material properties prepared in accordance with NI 43-101 are available under the Company's profile on SEDAR+. All of the technical reports are available on the Company’s website at www.i80gold.com. The Technical Report Summaries should be read in conjunction with the information in this Item 2. Properties.

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Summary Disclosure

The following descriptions summarize selected information about the Company's four material properties (Cove, Granite Creek, Ruby Hill, and Lone Tree) as of December 31, 2024. All of the material properties are wholly owned by the Company or a wholly owned subsidiary.

item 2 - summary.jpg

Mineral Production

The Company sold 21,527 ounces of gold for the year ended December 31, 2024, 29,370 ounces of gold for the year ended December 31, 2023, and 13,031 ounces of gold for the year ended December 31, 2022. Which includes equivalent gold production from mineralized material sold during 2024, 2023 in the amounts of 52,261 and 76,143 tonnes, respectively. The Company produced 4,476 ounces of silver for the year ended December 31, 2024, 10,942 ounces of silver for the year ended December 31, 2023, and 8,027 ounces of silver for the year ended December 31, 2022.

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Summary of Mineral Resource Estimates as of December 31, 2024

Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources
Tonnes (kt) g/t ounces (k) Tonnes (kt) g/t ounces (k) Tonnes (kt) g/t ounces (k) Tonnes (kt) g/t ounces (k)
Gold
Nevada
Granite Creek Project
Granite Creek Underground
 133 8.50 37 641 10.90 224 775 10.50 261 782 13.00 326
Granite Creek Open Pit
 26,362 1.26 1,066 11,339 1.01 369 37,701 1.18 1,435 2,148 1.09 75
Ruby Hill Complex
Archimedes Underground — — — 1,791 7.60 436 1,791 7.60 436 4,188 7.30 988
Mineral Point
 — — — 216,982 0.48 3,376 216,982 0.48 3,376 194,442 0.34 2,117
Archimedes Open Pit
 — — — 4,320 1.96 272 4,320 1.96 272 870 1.12 31
Cove Project
Cove
 — — — 1,177 8.20 310 1,177 8.20 310 4,047 8.90 1,156
Lone Tree
Lone Tree Open Pit
 — — — 7,690 1.73 428 7,690 1.73 428 52,940 1.64 2,789
Total
 26,495 — 1,103 243,940 0.69 5,415 270,435 0.75 6,518 259,417 0.90 7,482
Silver
Granite Creek Project
Granite Creek Underground
 — — — — — — — — — — — —
Granite Creek Open Pit
 — — — — — — — — — — — —
Ruby Hill Complex
Archimedes Underground — — — 1,791 1.60 92 1,791 1.60 92 4,188 2.10 286
Mineral Point — — — 216,982 15.00 104,332 216,982 15.00 104,332 194,442 14.60 91,473
Archimedes Open Pit — — — 4,320 10.60 1,490 4,320 10.60 1,490 870 8.50 250
Cove Project
Cove — — — 1,177 15.00 568 1,178 15.00 569 4,047 11.10 1,439
Lone Tree
Lone Tree Open Pit — — — — — — — — — — — —
Total — — — 224,270 12.30 106,482 224,270 12.30 106,482 203,547 11.30 93,448
See the mineral estimates set forth in the individual property descriptions for more detail regarding the resource estimates. Except as set forth in the individual property sections, mineral resources were determined in situ using a gold price of $2,175.
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FAD Project
Location
1.5 miles east of the town of Eureka, Nevada
Type and amount of ownership interests
100% ownership
Operator
Golden Hill Mining LLC
Titles, mineral rights, leases or options and acreage
156 unpatented lode claims and 110 patented claims totaling approximately 3,627 acres
Property Stage Exploration
Key permit conditions
Possess permits required for exploration
Mine types and mineralization styles
Polymetallic massive sulfide
Processing plants and other facilities
None

Tabor Project
Location
55 miles west of the town of Tonapah, Nevada
Type and amount of ownership interests
option to earn in up to 100%
Operator
Au-Reka LLC
Titles, mineral rights, leases or options and acreage
276 unpatented Claims totaling approximately 5,595 acres
Property Stage Exploration
Key permit conditions
Subject to a plan of operations through the United States Forest Service
Mine types and mineralization styles
low-sulfidation epithermal gold/silver
Processing plants and other facilities
None

The following descriptions summarize selected information about the Company's four material properties (Cove, Granite Creek, Ruby Hill, and Lone Tree) as of December 31, 2024. All of the material properties are wholly owned by the Company or a wholly owned subsidiary.

Cove Project

Property Description and Location

The Cove Project covers 32,110 acres and is located 32 miles south of the Town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada. It is centered approximately at 40°22’ N and 117°13’ W and lies within the McCoy Mining District. The project area contains 1,728 unpatented and nine patented mining claims owned 100% by i-80, through its wholly-owned subsidiaries Premier Gold Mines USA, Inc. and Au-Reka Gold Corp. The unpatented claims are on land administered by the Bureau of Land Management (BLM).

The Cove deposit consists of the Helen, Gap, CSD, and 2201 zones. They are located beneath the historically mined Cove open pit and extend approximately 2,000 feet northwest from the pit. The Cove deposit was mined by Echo Bay Mines Ltd. (Echo Bay) between 1987 and 2001. During this period the Cove deposit produced 2.6 million ounces of gold and 100 million ounces of silver. Gold and silver production from heap leach pads continued until 2006.The following figure shows the location of the McCoy-Cove Property.


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Image_3.jpg

The BLM MLRS mining claim database shows all claim fees paid through September 2025. County NIH fee payments are current. Patented claims are subject to property taxes, which were current at the time of this report.

On June 14, 2012, Premier USA, through its wholly-owned subsidiary, Au-Reka, acquired a 100% interest in the Cove portion of the McCoy-Cove Property (the "Cove Deposit") from Victoria Gold Corporation ("Victoria") pursuant to an asset purchase agreement dated June 4, 2012. In the event of production from the Cove Deposit, the Corporation will make additional payments to Victoria in the aggregate amount of C$20 million.

The Corporation is responsible for all environmental liabilities related to the closure of the McCoy-Cove Property as well as final clean-up of surface drill pads and minor drill roads. All closure activities other than reclamation of three water treatment ponds, evaporation of the tailings facility and water quality testing have been temporarily put on hold pending the potential for future production out of the Cove underground.

Access to the McCoy-Cove Property area is via State Highway 305, 30 miles south from the Town of Battle Mountain, and then west approximately seven miles along the secondary paved McCoy Mine Road. Battle Mountain is off Interstate Highway 80, approximately 70 miles west of Elko, Nevada.

History

Gold was first discovered in the McCoy Mining District in 1914 by Joseph H. McCoy. Production through 1977 included approximately 10,000 ounces of gold plus minor amounts of silver, lead and copper. Production in these early years came from placers and from gold-quartz veins that occurred in northeast striking faults and in intersections of northeast and northwest striking faults. Most of the non-placer production, however, came from argillized and oxidized skarn at what became the McCoy open pit mine.

Summa Corporation ("Summa"), a Howard Hughes company, acquired most of the mining claims in the McCoy Mining District in the 1950s and 1960s. In 1977, Houston Oil and Minerals Corporation ("Houston") purchased the McCoy-Cove Property. Gold Fields Mining Corporation ("Gold Fields") leased the property in 1981 until September 1984, whereupon the property was returned to Tenneco Minerals Company ("Tenneco"), which had acquired Houston. Echo Bay Mines Ltd. ("Echo Bay") purchased the precious metal holdings of Tenneco in October 1986. Newmont took ownership of the Cove and McCoy properties in February 2003 following the merger between TVX Gold Inc., Echo Bay and Kinross Gold Corporation.

Victoria leased a portion of the property from Newmont in June 2006. In June 2012, Premier entered into an agreement to acquire the lease of the McCoy-Cove Property from Victoria and subsequently acquired a 100% interest in the land package from Newmont in September 2014.

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Modern exploration for copper and gold in the McCoy Mining District started in the 1960s by Bear Creek Mining Company and Pilot Exploration drilling in 1967. Summa conducted extensive exploration on the McCoy skarn deposit from 1969 to 1977. Summa also undertook regional geologic mapping of 55 square miles (including the McCoy-Cove Property area) and extensive rock chip surveys. Houston explored the property in 1980, including geologic mapping, soil geochemical surveys, ground magnetic surveys and drilling. Gold Fields conducted an extensive induced polarization program, airborne magnetic surveys, detailed rock chip sampling, as well as limited geologic mapping and drilling between 1981 and 1984.

In 1985, Tenneco undertook drilling, metallurgical testing, and engineering and feasibility studies and began mining the McCoy deposit in February 1986. Tenneco also began systematic district-wide exploration in 1985 with the collection of 500 stream sediment samples from an eight-square mile area around the McCoy deposit. Evidence of what would become the Cove deposit was found in early 1986, when seven samples yielded gold values of between 15 parts per billion ("ppb") and 72 ppb with associated anomalous silver, arsenic, mercury, antimony and thallium. Subsequent detailed geologic mapping identified jasperoid, manganiferous limestone and outcrops of altered felsic dikes in the area of the anomalous samples. Surface rock chip samples of these rocks all contained significant gold mineralization. Tenneco's detailed mapping covered a large area that included both McCoy and Cove and extended to the north, west and south. In September and October 1986, a total of 147 soil samples were collected from the B and C soil horizons over the altered area at Cove on a 100-foot by 200-foot grid.

Echo Bay continued the systematic district exploration program initiated by Tenneco that included stream sediment, soil and rock chip sampling, plus geologic mapping, exploration trenching using a bulldozer and drilling. Later soil sampling at Cove defined a gold anomaly measuring 2,800 feet long by 100 feet to 600 feet wide, with gold values ranging from 100 ppb to 2,600 ppb. Bulldozer trenching exposed ore grade rock over the entire length of this soil anomaly. Echo Bay discovered the Cove deposit with drilling in January 1987. By March 1987, Echo Bay had drilled 42 shallow exploration holes and development drilling began in late March. Echo Bay drilled 458 reverse circulation ("RC") holes totaling 315,000 feet from January 1987 through June 1988, and 51 core holes totaling approximately 65,800 feet through 1989.

In 1999, Echo Bay drilled eight surface drill holes totaling 6,700 feet on the Cove South Deep ("CSD") deposit. This drilling, combined with bulk sampling from an underground exploration drift, confirmed the presence of a high-grade zone (0.25 troy ounces per short ton ("opt") Au) that could be mined by underground methods. Detailed underground drilling of this deposit continued during 2000 as mining proceeded.

Newmont drilled 15 vertical holes on the property from 2004 to 2005. Victoria began exploring the property in 2006, resulting in the discovery of the Carlin-style Helen zone immediately northwest of the Cove pit.

The earliest known significant mining was in the early 1930s at the Gold Dome mine, previously located on the northeast side of the present McCoy open pit mine. This operation included a 250-foot shaft and five levels of workings at 50-foot intervals producing gold grades ranging between 0.25 opt and 2.0 opt.

Tenneco commenced mining at the McCoy open pit mine in 1986 and Echo Bay began open pit mining of the Cove deposit in 1988, accompanied by three phases of underground mining. Underground access at the Cove mine was via a decline with rubber-tire machines using a room and pillar mining method. From 1988 to 1993, underground mining was used to recover high grade ore ahead of the pit. In 1999, additional underground mining at CSD recovered approximately 300,000 tons of mineralization beyond the ultimate pit limits. The mineralization was relatively flat-lying from 10 feet to 80 feet thick. Longhole stoping and drift and fill methods were used with cemented rock fill. ("CRF").

Conventional open pit mining methods were utilized at the Cove open pit, with drilling and blasting of ore on 20 foot benches (double benched to 40 feet) and waste on 30 foot benches (double benched to 60 feet). The lower sulfide orebody was reached in late 1991.

Processing of low grade, run-of-mine heap leach ores from Cove began in 1992 and mining of high grade ores was completed in 1995. Open pit mining ended at Cove in October 2000.

In 1996, the mill facility was expanded from 7,500 stpd to 10,000 stpd, with milling of stockpiled ores from the Cove open pit beginning in the second half of 1997. Mill recoveries declined during the remaining life of the mine as lower grade, more refractory ores were processed. By October 2000, the mill was processing 11,369 stpd. As of that date, the gold grade was 0.055 opt Au and plant gold recovery was 51.8%; silver grade was 4.00 opt Ag and plant silver recovery was 71.5%.

The mill contained gravity, flotation and cyanide leach circuits. Through 2006, a total of 3.41 million ounces of gold and 110.2 million ounces of silver were produced from Cove and McCoy, with the vast majority of both metals reportedly coming from the Cove deposit. Approximately 2.6 million ounces of gold were produced from the Cove open pit.

Geology and Mineral Resource

Regional Geology

The McCoy-Cove Property is located in the central Nevada portion of the Basin and Range Province, which underwent regional extension during the Tertiary Period, creating the present pattern of alternating largely fault bounded ranges separated by alluvial filled valleys. Prior to this extension, central Nevada had been the site of numerous tectonic events, including at least two periods of regional compression. The property lies west of the central part of the Battle Mountain-Eureka Trend.

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During the Paleozoic, central Nevada was the site of the generally north-northeast trending continental margin of North America, along which pre-orogenic rocks of Cambrian to Early Mississippian age were deposited. A carbonate platform sequence was deposited to the east along the continental margin, with siliceous and volcanic rocks deposited to the west. In Late Devonian to Early Mississippian time during the Antler Orogeny, rocks of the western assemblage moved eastward along the Roberts Mountains thrust, perhaps as much as 90 miles over the eastern assemblage carbonate rocks. A post-orogenic assemblage of coarse clastic sedimentary rocks of Mississippian to Permian age was shed eastward from an emerging highland to the west, overlapping the two earlier facies. Mesozoic rocks, primarily shallow water siliciclastic and carbonate units with minor volcanic and volcaniclastic rocks, are found in this part of Nevada.

Local Geology

The stratigraphy of the McCoy Mining District is well documented. The major lithological units of the McCoy-Cove Property are listed below in order of oldest to youngest:

1.Havallah Formation;
2.Koipato Formation;
3.Dixie Valley Formation;
4.Favret Formation;
5.Augusta Mountain Formation – Home Station Member;
6.Augusta Mountain Formation – Panther Canyon Member;
7.Augusta Mountain Formation – Smelser Pass Member;
8.Tuff of Cove Mine;
9.Intrusive Igneous Rocks;
10.Quaternary Alluvium.

Structural Geology

Deposits on the McCoy-Cove Property are related to specific structural features.

1.Major Defining Structures: The major structure and control on fluid movement is the broad northwest-striking, gently southeast-plunging Cove anticline interpreted as a fault propagation fold over a deep northwest striking reverse fault identified in deep drill holes under the Cove pit. While the reverse fault can be identified in the 2201 zone, its presence at the Gap and Helen Zones is uncertain due to limited drilling in areas that would confirm its continuation. A northwest striking vertical dike called the Northwester Dike (classified as “type 2 and 3”) extends from the Bay fault through the Gap and into the Helen. It appears to prohibit the flow of mineralizing fluids to the southwest in areas between the major northeast striking faults. Though there is no discernible separation on the dike, it may be related to a near vertical to steeply southwest dipping fault mapped in the pit by Echo Bay geologists called the Northwester fault. The other major structures for fluid movement and mineralization are a number of northeast striking normal faults (Cay, Blasthole, Bay, 110, and Gold Dome). The northeast striking faults commonly host altered granodioritic dikes, the largest of which is the Gold Dome. The north-south striking Lighthouse fault also contains altered granodioritic dikes and is believed to have had both pre- and post-mineralization movement.

2.Mineralization Controls: Carlin-style mineralization appears to be controlled by a combination of the axis of the Cove anticline, normal faults that cut the anticline, mafic sills and dikes throughout the property and contacts between different sedimentary units. Generally, the highest grades are found where the rhythmically bedded unit of the Favret limestone is cut by mafic dikes and sills along the axis of the anticline, and especially where this area is cut by apparent small-scale, unmapped faults. The northeast striking faults commonly contain quartz-sericite-pyrite and argillic altered granodioritic dikes that carry low to anomalous values of silver and gold. In the 2201 zone, structural controls are poorly defined, however, vein-bearing gold occurrences do trend northwest and may be related to structures formed in the hanging wall of the deep-seated reverse fault or to the near vertical to steeply southwest dipping Northwester fault.

3.Post-Mineral Faulting: There is at least one instance of significant post-mineral faulting. The Striper splay is believed to be a splay off of the Lighthouse fault which is known to have both pre- and post- mineralization movement. It dips steeply northeast and strikes approximately 320° along the northeast limb of the Cove anticline causing significant post-mineral normal displacement before terminating against the Bay/110 fault complex. The overlying volcanics are not significantly faulted, as defined by holes NW-1, NW-2 & 2A and NW-3. It is likely there is minor post-mineral movement on all northeast and north striking faults as a result of Basin and Range extension beginning during the Miocene and continuing through present day.

The below sets out the four distinct mineralization types known on the property, and a brief description of each:

1.Carlin-Style (Au-Ag): The gold in Carlin-style deposits is usually sub-micron in size and generally occurs in pyrite and arsenical pyrite. An envelope characterized by decalcification, silicification and argillization accompanied by anomalous amounts of silver, arsenic, antimony, thallium and mercury often accompanies mineralization. The Carlin-style mineralization at Cove is relatively rich in silver compared to similar deposits elsewhere in northern Nevada. When Carlin-style mineralization occurs in the silty limestones and packstones of the Favret Formation and Home Station dolomite, decarbonatization replaces fine-grained calcite and/or dolomite with quartz and forms very fine-grained illite and pyrite. Diagenetic pyrite was probably present in the Helen zone before Carlin-style mineralization based on the abundant presence of subhedral pyrite grains that bear no arsenian rims. The arsenic-bearing pyrite precipitated as a product of Carlin-style mineralization in the Helen are fine-grained (~10 microns) patchy, anhedral "fuzzy" pyrite generally smaller than the diagenetic pyrite grains. In the CSD zone, most pyrite grains in high-grade samples are larger (~20 microns), display spectacular, sharp geochemical zonations, and are rimmed with arsenian pyrite or stoichiometric arsenopyrite. The few samples studied from the Gap under the scanning electron microscope ("SEM") suggest it shares more in common with the CSD zone, though its silver content is lower overall.
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2.Polymetallic Sheeted Veins (Au-Ag±Pb-Zn): The polymetallic veins in the 2201 zone are enveloped by a zone of illitic of the conglomerate matrix detected by sodium cobaltinitride staining and confirmed by SEM analysis. Minor silicification is relatively common, especially in the conglomerate, however, it is not present everywhere and not always directly associated with mineralization.

3.Carbonate Replacement (Ag-Pb-Zn±Au): Carbonate replacement mineralization occurs as local pods of manto-style mineralization characterized by massive sulfide (pyrite-sphalerite-galena) replacing basal limestone at the Dixie Valley/Favret contact. Mineralization is discontinuous and generally defined by high-grade Ag-Zn-Pb±Au.

4.Skarn (Au-Ag±-Cu): Skarn mineralization at the historic McCoy pit occurs as both endoskarn and exoskarn mineralization characterized by a predominantly garnet-diopside-magnetite mineral assemblage.

The Carlin-style mineralization across the deposit appears to represent an evolving system from a "primary" end-member represented by the CSD zone with higher silver/gold, coarser-grained pyrite and a close proximal relationship to Ag-Pb-Zn-(Au) mineralization to the "evolved" end-member represented by the Helen zone with lower silver/gold, very fine-grained pyrite and weak spatial association with any other styles of mineralization. The Gap can be considered a "transition" zone between the two end-members until more petrography is conducted on the recently discovered Gap to test this hypothesis. Helen zone geochemistry is distinct from the CSD zone in many ways. For samples greater than 1 parts per million ("ppm") Au, less than or equal to 100 ppm Ag and confirmed to be Carlin-style mineralization by core photo review, the Helen zone has an average silver/gold ratio of approximately 0.85 whereas the CSD zone is 2.25. Gold in both the Helen and CSD zones correlates with arsenic, antimony and mercury, however, gold correlates moderately (0.52 correlation coefficient) with silver in the CSD zone but more weakly (0.3652 correlation coefficient) in the Helen zone. Like the geochemistry, the mineralization in the Helen and CSD is also distinct. The arsenic-bearing (assumed to also be gold-bearing) pyrite in the Helen are generally finer-grained, less euhedral and more poorly zoned than the arsenic-bearing CSD zone pyrite. The complicated nature of the mineralized pyrite at the CSD zone is suggestive of a more complex and long-lasting mineralizing event in comparison to the seemingly simple Helen mineralization. In the 2201 zone, gold correlates with silver, arsenic, copper, iron, lead, antimony and zinc – a distinctly different grouping of elements from the CSD, Gap and Helen zones.

Deposit Types

The Cove-Helen deposit consists of two mineralization styles, Carlin-style and polymetallic sheeted veins. The Carlin-style mineralization within the Helen, Gap and CSD zones comprises approximately 85% of the existing resource with high gold and silver grades occurring as both stratabound and structurally controlled mineralization at the intersection of the Cove anticline and favourable lithologic beds, structures, intrusive dikes and sills.

The polymetallic 2201 zone is a separate deposit from the shallower Carlin-style mineralization and is believed to be a structurally controlled sheeted vein system. Veining is oriented northwest, with vein geometry being controlled by a deeper northwest striking reverse fault. Due to its depth, the 2201 zone has seen limited drilling since its original discovery in late 2013, however, additional infill and step-out drilling in the future will help to better define deposit potential and mineralization controls.

Drilling

All drilling since January 2023 has been conducted from recently mined underground drill platforms for resource conversion of the Helen and Gap zones. The drill project is ongoing and is not included in the resource. The resource will be updated in 2025 to include the resource conversion holes now that the drill project is complete. The project included about 125 drillholes totaling 140,000 feet of drilling.

The McCoy-Cove drill hole database is large, containing many holes drilled across the large land package. For the current resource estimate, the drill data was filtered to contain only holes within and near the Helen, CSD, CSD-Gap, Gap Hybrid and 2201 zones. A total of 1,397 holes totaling 1,127,481 feet of drilling were included in the current estimate. Holes were drilled using both core and RC methods. Premier drilled 123 of the holes and the remainder were drilled by Victoria, Newmont and Echo Bay.

Recent drill projects have predominantly been completed by coring, while RC drilling was used extensively to delineate historic pit and underground resources. Accordingly, the recently discovered Helen, 2201 and CSD-Gap zones were modeled almost exclusively using core holes, while the pit-proximal CSD zone and low-grade lenses were modeled using a mix of RC drilling and core. The authors of the McCoy-Cove Report consider both core and RC data to be reliable.

Current Drilling Methodology

Drill Hole Placement

Initial surface collar locations are based on drill plan targeting – collar locations are marked in the field by a geologist using a hand held global positioning system (GPS) device loaded with coordinates from drill plans in either Gemcom or MapInfo project files. A wooden collar picket is marked with both the azimuth and dip designations. The azimuth is also painted in a line on the ground directly in-line with the collar picket allowing the drill rig to line up on the correct bearing from the collar location. The geologist re-confirms both azimuth and dip once the rig is lined up on the drill pad using a Brunton compass. After drilling is complete, holes are abandoned and marked with a metal tag cemented into the collar. A final collar location survey is performed by a professional contract surveyor. A UTM NAD83 Zone 11N coordinate system is used.

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RC Drilling Procedures

Holes are drilled using industry standard RC drilling equipment. Samples are collected on five-foot intervals using a cyclone sample collector. The sample interval is written on the sample bag using permanent marker. Drilling advances are paused at the end of each sample run to ensure the complete sample has been collected and avoid contamination of the following sample. The optimum sample size collected is approximately one quarter to one half of a 17-inch by 22-inch sample bag (about 4.5 to 9 kilograms or 10 to 20 pounds).

Core Drilling

Core holes are drilled using HQ (about 3-inch diameter) core. Holes may be reduced to NQ (about 2.4-inch diameter) to permit continuation of a hole in difficult drill conditions. Premier has used both standard and triple-tube tooling. Triple-tube is preferable in broken ground because it facilitates placement of core into the core box, allowing the sample to remain more intact. Drilled material is placed in wax-impregnated core boxes. Drillers label the end of the core run to the nearest half of a foot and measure and record the recovery in feet on wooden blocks, which are placed in the core box at the end of each drilled interval. Core boxes are labeled with company name, property, bore hole identifying number (BHID), box number and drilled interval. The authors of the McCoy-Cove Report believe the drilling procedures are adequate.

Sampling Methodology

Boxed core is transported by i-80 personnel from Cove to the Lone Tree core storage yard adjacent to the logging facility. When a geologist is ready to log the hole, a geotechnician moves the core inside the logging facility, places it on logging tables and washes off any drill mud. A geologist records detailed geology data directly into acQuire software. Data fields include geotechnical, sampling intervals, lithology, alteration, oxide, sulfide, structure, point data, veins and density.

Sample intervals are chosen by the geologist based on detailed geologic observations. Sample intervals may range from ten feet to a minimum of one foot, with a maximum of five feet in areas of interest. The geologist marks sample intervals on the core and staples a sample ticket double-stub in the core box at the end of the sample interval. Sample IDs are automatically generated in acQuire, with a prefix that designates the project. Sample tickets are then printed out with sample IDs. Logged core boxes are photographed with a high-resolution camera while wet and then stacked on a wooden pallet prior to being moved to the sample cutting area.

The geologist prints a cut-sheet from acQuire software with the sample numbers and intervals and gives the cut-sheet to the geotechnician. The geotechnician places a sample bag in a five-gallon plastic bucket on the floor next to the core saw. The core is sawed in half, the left piece is placed into the sample bag, and the right piece goes back into the core box. In the case of broken core, the sampler does their best to divide the sample equally. Once the interval is split, the geotechnician takes one part of the double sample stub from the core box and staples it to the sample bag. The remaining sample stub remains in the core box for future reference. The geotechnician then ties the sample bag shut and marks the sample off the cut-sheet. The tied sample bags are stored in a sample bin for the lab driver to pick up.

The geologist assigns QAQC samples while logging targeting 5% blanks, 5% standards, and 2.5% field duplicates. The geologist attempts to place blanks after high-grade samples where available. The geologist also attempts to place standards proximal to mineralized zones with standard gold values approximately that of the mineralized zone gold values. However, since the gold value of the rock cannot be known prior to assay, the standard value may not always compare well to the mineralized zone. The geotechnician places the blanks and duplicates with their sample tags in the sample bin with the regular core samples. The standards are placed in a small sample bag with the corresponding sample ID. The standards corresponding to a single hole are then placed in a larger bag prior to shipment to the assay lab.

The geologist completes a sample submittal sheet. The assay lab driver picks up the samples from the Lone Tree core shed and is given a chain of custody form with sample ID’s for the shipment. An electronic copy of the sample submittal form is emailed to the assay lab.
Drill hole status, such as splitting, sample dispatch date, batch ID, and dates of both preliminary and final results, are tracked in acQuire as well as on ALS Mineral’s online portal..

Core Recovery

The average recovery for core drilled by Premier is about 90%, which is consistent with historic recovery measurements. Recovery is calculated by measuring the length of material between blocks in the core box and dividing that length by the drilled interval length. It is difficult to measure length accurately for a broken interval of core, and the tendency is to over-estimate recovery in broken intervals. This is a typical problem for drilling in northern Nevada, and the authors believe that 90% is a reasonable estimate of recovery. Although any sample with less than 100% recovery is sub-optimal, the authors believe the samples provide a reasonable representation of the rock package.

Surveying

Sampling and Data Verification

Exploration samples are submitted to ALS Minerals, an ISO/IEC 17025:2017 certified and accredited laboratory in Sparks, Nevada, for sample preparation and analysis. American Assay Laboratory in Sparks, Nevada is used for umpire check sample analysis. The drill and geochemical samples are collected in accordance with accepted industry standards. Data verification was completed as part of the generation of the mineral resources estimate. All data collected, including but not limited to collar location, downhole survey, geological, and analytical data, are subject to i-80 Gold’s Quality Assurance, Quality Control (“QAQC”) procedures. Property Grid and Drill Hole Collars Testing programs completed demonstrate that samples from Gap and Helen zones are refractory to standard cyanide leaching.

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Mineral Processing and Metallurgical Testing

The samples showed significant levels of preg robbing from naturally occurring carbonaceous matter and refractory gold in sulfide minerals. Some samples showed better amenability to roasting while others showed better amenability to pressure oxidation. Processing of Cove production will require a facility with refractory treatment either in a new process plant or through an existing operation that can provide third party processing. Head assaying for both the Helen Zone and Gap indicated that the gold in the two resources will likely be finely disseminated and not amenable to gravity gold recovery.

Mineral Resource Estimates

The mineral resource estimate presented herein has been prepared following the guidelines of S-K 1300 as well as NI 43-101 and Form 43-101F1 and in conformity with generally accepted "CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines 2019". Mineral resources have been classified in accordance with the definitions set forth in S-K 1300 and "CIM Definition Standards for Mineral Resources and Mineral Reserves" adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Council on May 10, 2014.

The Cove area includes four distinct mineralized zones: CSD, GAP, Helen, and 2201. The mineralized zones follow a southeast to northwest trend beginning below the historic Cove pit and extending over 6,000 feet to the northwest.

The cutoff grade for mineral resources varies by process type and estimated recovery. It is anticipated that total gold production will be limited by mine capacity and cut off grades will range from a low of 0.112 Au opt to a high of 0.155 Au opt. Details of Cutoff grade estimation are given in section 18.4. of the Cove Technical Report.


Tons
(000)
 Tonnes
(000)		 Au
(opt)		 Au
g/t		 Ag
(opt)		 Ag
(g/t)		 Au ozs
(000)		 Ag ozs
(000)
Indicated Mineral Resource
Helen 743 674 0.271 9.3 0.074 2.6 201 55
Gap 280 254 0.219 7.5 0.239 8.9 61 72
CSD 275 249 0.175 6 1.603 55 48 441
Total Indicated 1,298 1,177 0.239 8.2 0.438 15 310 568
Inferred Mineral Resource
Helen 1,743 1,582 0.245 8.4 0.083 2.9 427 146
Gap 2,229 2,022 0.244 8.4 0.262 9 543 585
CSD 319 290 0.173 5.9 1.685 57.8 55 538
2201 168 153 0.78 26.7 1.016 34.8 131 171
Total Inferred 4,459 4,047 0.259 8.9 0.323 11.1 1,156 1,439
Notes:
1.Mineral resources have been estimated at a gold price of $2,175 per troy ounce and a silver price of 27.25 per troy ounce;
2.Mineral resources have been estimated using gold metallurgical recoveries ranging from 73.2% to 93.3% for roasting and 78.5% to 95.1 % for pressure oxidation;
3.Roaster cutoff grades range from 4.15 to 5.29 Au g/t (0.121 to 0.154 opt) and pressure oxidation cutoff grades range from 3.83 to 4.64 Au g/t (0.112 to 0.135 opt);
4.The effective date of the mineral resource estimate is December 31, 2024;
5.Mineral resources, which are not mineral reserves, do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, socio-political, marketing, or other relevant factors;
6.An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration; and
7.The reference point for mineral resources is in situ.

Grade Estimation and Resource Classification

The gold and silver variables in the block model were estimated using inverse distance cubed (ID3) and nearest neighbor methods. The estimations were completed with one pass.

Anisotropic search parameters were set to the average orientation of each zone. Average orientation was determined by loading the modeled 3 g/t lenses by zone in Vulcan and visually estimating average dip and dip direction. Distances were selected based on the drill spacing of samples intercepting the lenses and on the general orientation and shape of the interpreted solids. Blocks inside of the modelled 3 g/t lenses were estimated using only composites flagged with the corresponding lens code. Blocks outside of the 3 g/t lenses were estimated using composites with the corresponding low-grade flag. Blocks lying outside the low-grade halo were not estimated. The estimation search parameters are listed below and discusses in Section 11.8 of the Cove Technical Report.

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Estimation Parameters

Zone Mineral Lens Code Bearing Plunge Dip Major Search Axis (ft) Semi-major Search Axis (ft) Minor Search Axis (ft) Min Samp Max Samp
CSD_GAP
220X
 315 4.8 10.3 300 300 100 1 3
GAP Hybrid
500X
 315 5.0 0.0 300 300 100 1 3
CSD
110X
 315 6.3 7.1 300 300 100 1 3
Upper Helen
310X
 315 10.7 7.0 300 300 100 1 3
Upper Helen Wedge
330X
 315 6.2 -7.4 300 300 100 1 3
Lower Helen
320X
 315 0.0 0.0 300 300 100 1 3
Lower Helen Wedge
340X
 315 -1.5 0.0 300 300 100 1 3
2201 high angle vein 1
 1301 342 0.0 73.6 300 300 300 1 3
2201 high angle vein 2
 1302 342 0.0 73.6 300 300 300 1 3
2201 high angle vein 3
 1303 322 0.0 73.6 300 300 300 1 3
2201 low angle
140X
 315 7.6 15.7 300 300 100 1 3
Low_CSD_GAP and GAP Hybrid
 22000 315 4.8 10.3 300 300 100 1 3
Low_CSD
 11000 315 6.3 7.1 300 300 100 1 3
Low_Upper Helen
 31000 315 10.7 7.0 300 300 100 1 3
Low_Upper Helen Wedge
 33000 315 6.2 -7.4 300 300 100 1 3
Low_Lower Helen
 32000 315 0.0 0.0 300 300 100 1 3
Low_Lower Helen Wedge
 34000 315 -1.5 0.0 300 300 100 1 3
Low_NE of CR fault
 10000 315 0.0 0.0 300 300 100 1 3
Low_Other_1100X
1100X
 315 6.3 7.1 300 300 100 1 3
Low_Other_2200X
2200X
 315 4.8 10.3 300 300 100 1 3
Low_Other_3300X
3300X
 315 6.2 -7.4 300 300 100 1 3
Low_Other_3400X
3400X
 315 -1.5 0.0 300 300 100 1 3
A script was run on the estimated block model to populate the classification variable. The classification categories are indicated, inferred and none. Classification was determined based on three block model variables: au_dist, au_ndh and au_nn_dist. These three variables represent, respectively, the average distance to the composites used to estimate the grade of the block, the number of drill holes contributing to the grade of the block, and the distance to the nearest composite. The default value was defined as ‘none’, which was over-written by indicated or inferred where the required conditions were satisfied. The conditions of the classification script are listed in the chart below.
Class Script Condition au_dist (ft) au_ndh au_nn_dist (ft)
Indicated if <100 at least 2 50 or less
Inferred elseif <=300 at least 2
None default

Significant parameters used in the gold and silver estimations included:
1.Only composites with a value of greater than or equal to zero were used;
2.A minimum of one and maximum of three composites were used;
3.Only one composite per drill hole was allowed;
4.Composites were selected using anisotropic distances oriented to the local dip and dip direction of the zone;
5.Only composites within a lens were used to estimate blocks within the lens;
6.Grades were capped using a top cut method; and
7.Gold and silver for blocks outside modelled 3 g/t and low-grade shells were not estimated.

Processing and Recovery Operations

Mineralization from Cove operation which is amenable to roasting will be processed via dry grind, roasting followed by carbon in leach (CIL) at a third-party processing facility. Up to 750 tons per day of Cove production will be processed at this facility.

Beginning 2028, amenable production will also be processed through the Lone Tree pressure oxidation facility. Operating conditions will be determined. Production will likely be blended with feed from other i-80 operations.

i-80 Gold plans to process single refractory ore from their Nevada mines at their Lone Tree Mill in a hub and spoke arrangement.

The Lone Tree Mine is located immediately adjacent to I-80, approximately 12 miles west of Battle Mountain, 50 miles east of Winnemucca, and 120 miles west of Elko. Mining commenced at Lone Tree in April 1991 with the first gold pour in August of 1991. In 1993, a POX circuit was added to the facility, which included a SAG / ball mill circuit, followed by a thickening circuit, the POX process for refractory gold ores, and finally CIL, carbon stripping, and refining.
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In 1997, a 4,500 tpd flotation plant was constructed to make concentrate to supplement the feed to the POX circuit, as well as to ship excess concentrate to Newmont’s Twin Creeks POX plant or to its Carlin roaster. The Lone Tree processing facilities were shut down at the end of 2007. Since that time, the mills have been rotated on a regular basis to lubricate the bearings. In general, the facility is still in place with most of the equipment sitting idle.

i-80 Gold Corp’s objective is to refurbish and restart the POX circuit and associated unit operations, including the existing oxygen plant, as it was operating before the shut-down, while meeting all new regulatory requirements. The flotation circuit is not being considered for restart. The POX circuit will have capability to operate under either acidic or basic conditions.

In order to restart the process plant, new environmental regulations in relation to allowable mercury emissions must be met. In February 2011, the NDEP and the EPA brought about new standards to limit mercury emissions to 127 lb of mercury for every million tons of ore processed. In order to meet this requirement, the Lone Tree facility will require several environmental upgrades prior to restart.

Infrastructure, Permitting and Compliance Activities

Access to the mineralized zones is through a portal located just north of the Cove Pit. Primary development totals 23,048 feet with gradients up to +/- 15%. Ventilation and secondary egress will be gained through a ventilation intake portal in the southwest pit wall and an exhaust raise equipped with a personal hoist for evacuation.

Drift and fill mining with mining heights of fifteen feet will be the primary method for extraction of the Helen and Gap mineral resource. Where the mineralized lenses thicken, breasting the sill or back can recover additional mineralization. Waste rock from development and waste reclaimed from historic dumps will be used for Cemented Rock Fill (CRF) or unconsolidated (GOB) fill as appropriate to achieve high levels of extraction. Development and production mining will be performed by a qualified mining contractor thus reducing the capital requirements for the Project.

A trucking contractor will transport mineralization mined over local, state, and federal roads for processing at a third party roaster or at i-80’s Lone Tree pressure oxidation (POX) facility.

Dewatering will be accomplished using 15 surface wells and a pit lake barge producing up to 43,000 gallons per minute (gpm) Dewatering water will be piped to several Rapid Infiltration Basins (RIBs) constructed at the northern project boundary. The RIB locations have been selected to prevent recharge into the Cove hydrogeologic system. During the summer irrigation season water will be provided to local ranchers for irrigation of alfalfa crops.

Long term electrical power demands up to 11.5 MW will be supplied by NV Energy via an existing 120kV transmission line which connects the Project site to NV Energy’s Bannock substation. A new substation and 13.8kV distribution system will be constructed at Cove.

Power for initial mine development and underground delineation drilling will be provided from an existing 24.9kV distribution line that also terminates on the property. A substation for the 24.9kV line and a distribution line to the portal site was constructed in 2019. Power will be stepped down from the 120kV substation and use the same distribution line.

Baseline environmental studies have been undertaken to facilitate the National Environmental Protection Act (NEPA) administered by federal land management agencies. This, along with dewatering, constitutes the critical path to production.

All of the historical dewatering infrastructure has been removed except the water monitoring wells and piezometers. i-80 will be required to construct the following:

•Dewatering wells with production string;
•Pit lake dewatering barge;
•Electrical distribution lines and transformers to the dewatering wells and pit lake barge;
•Collection pipelines to each well and pit lake barge’
•Rapid Infiltration Basins, and;
•Pipeline from the collection piping system to the RIBs.

Mine Facilities

The below figure shows the proposed location of mine facilities. The laydown area will contain the mine office, maintenance shop, equipment wash down bay, fuel and oil storage, employee dry facilities and warehouse.

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Image_4.jpg

Backfill

Backfill material for unconsolidated waste fill can be obtained from any suitable source, such as development waste, open pit waste dumps or leach pads. Backfill material for CRF will need to meet specifications designed to achieve minimum uniaxial compressive strength specifications. This specification is designed to provide the pillar strength needed to maintain stability of adjacent underground excavations and may require screening and/or crushing. CRF material will be mixed at a backfill plant located near the portal and transported underground using the same truck fleet used to remove mineralized material and waste from the mine.

Impact

Au-Reka is the owner and operator of the Cove Project and is responsible for all permitting requirements associated with the site including ensuring that mineral exploration activities are conducted in compliance with all applicable environmental protection legislation. The Cove Project is primarily located on public lands administered by the Bureau of Land Management (BLM) and is subject to both Federal and State permitting requirements. Au-Reka is unaware of any existing environmental issues or compliance problems that have the potential to impede production at the Project. Au-Reka is working closely with both State and Federal regulators to ensure that the permitting and compliance strategies are acceptable and will not cause delays in production or mine development. At this time, there are no community or social impact issues regarding work being completed at the Project. Au-Reka continues to engage with the surrounding community and other external stakeholders.

The Cove Project site is located within a previously mined area and most activities are currently being conducted or are planned on existing previously disturbed or mined areas, thereby limiting the potential environmental impacts to the site. All necessary studies and permits are in place to support the permitted exploration and test mining activities at the site.

The underground exploration decline was advanced in 2022-2023 followed by infill drilling of the ore body that continued in 2025.

Au-Reka is currently in the process of advancing the full-scale underground mining phase of the Project and, during 2023-2024, baseline studies were conducted to support the federal permitting action which is expected to be an Environmental Impact Statement (EIS) through the BLM. In addition, an associated POO Amendment will also be completed and submitted to address the Project specifics for full-scale underground mining. Nevada Division of Environmental Protection (NDEP) permits will also be secured as the Project permitting progresses.

McCoy-Cove Property Existing Permits

Permit Name Agency Permit Number
Plan of Operations - Cove Helen UG BLM NVN-088795
Plan of Operations - McCoy Cove Mine BLM NVN-067086
Plan of Operations - McCoy Cove Exploration BLM NVN-067716
Mine Reclamation Permit - Cove Helen UG NDEP-BMRR 342
Mine Reclamation Permit - McCoy Cove Mine NDEP-BMRR 147
Mine Reclamation Permit - McCoy Cove Exploration NDEP-BMRR 62
Surface Area Disturbance Permit - Cove Helen UG NDEP-BAPC AP1041-2192.03
Surface Area Disturbance Permit - McCoy Cove Exploration NDEP-BAPC AP1041-3762
Water Pollution Control Permit - Cove Helen UG NDEP-BMRR NEV2010102
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Water Pollution Control Permit - Cove Helen RIBs NDEP-BMRR NEV2010107
Water Pollution Control Permit - McCoy Cove Mine NDEP-BMRR NEV0088009
Mining Stormwater General Permit NDEP-BWPC NVR300000: MSW-678
Onsite Sewage Disposal System General Permit NDEP-BWPC GNEVOSDS09L0112
Industrial Artificial Pond Permit NDOW S400418
Dam Safety Permit Nevada State Engineer/NDWR J-495
Class III Waivered Landfill NDEP-BSMM SW335

Closure and Reclamation Requirements

Reclamation bonding requirements during the pre-construction phase of the project are $166k per year and increase to $826k per year during construction and operation of the mine. Regulatory bonding requirements will be satisfied by the purchase of surety for an annual cost of 2% per year. Estimated reclamation costs net of salvage total $22.9M. Post closure monitoring is forecast to continue for 5 years following final reclamation at a cost of $250k per annum. Closure and reclamation costs on a per unit basis total $42.30 per gold ounce.

Economic Analysis

Royalties include both the 1½ % Newmont NSR and the 2% Summa Corporation NSR. The Summa royalty applies only to a portion of the mine production.

Federal income taxes of 21% apply to taxable income after appropriate deductions for depreciation and depletion. The gold percentage depletion rate is 15%. Nevada’s commerce tax is 0.051% on all revenue above $4M per annum. The excise tax is 0.75% on all revenue above $20M and less than $150M and 1.1% on revenues over $150M.

Capital spending over the life of the project is subdivided into three categories. Pre-development spending of $17.3M encompasses definition drilling, baseline data collection, engineering, hydrogeologic investigations, metallurgical testing and permitting. Construction capital is required for Helen and Gap dewatering, infrastructure and mine development and is projected at $157.4 M over a two-year period commencing in 2028. Sustaining capital includes mine development and facilities. Sustaining capital totals $49.1M commencing in 2030.

Gold recovery will total 740,000 ounces over the eight-year mine production life. Material mined for processing averages 0.305 Au opt. Full production is reached after two years of ramp up in 2031 and averages 1,190 tpd from 2031 through 2036.

The Helen and Gap zones contain 70% and 89% inferred mineral resources respectively. The results without inferred are the result of a gross factorization of the production stream. There has been no adjustment to capital development, dewatering capital or mine facilities capital. Furthermore, there has not been any recalculation of productivities or operating costs due to the lower production rates.

Financial Statistics

With Inferred Without Inferred
Gold price (US$/oz) $2,175
Silver price (US$/oz) $27.25
Mine life (years) 8
Average mineralized mining rate (tons/day) 1,010 200
Average mineralized mining rate (tonnes/day)
 916 181
Average grade (oz/t Au) 0.305 0.313
Average grade (g/tonne Au)
 10.5 10.7
Average gold recovery (roaster %) 79% 79%
Average gold recovery (autoclave %) 86% 86%
Average annual gold production (koz) 92 19
Total recovered gold (koz) 740 148
Pre-development capital ($M) $17.3 $17.2
Mine construction capital ($M) $157.4 $157.4
Sustaining capital (M$) $49.1 $49.1
Construction Start Date 1/1/2028
Economic Indicators Post Construction Decision 3
Cash cost (US$/oz) 1
 $1,194 $1,697
All-in sustaining cost (US$/oz)2
 $1,303 $2,240
All in cost (US$/oz) 5
 $1,635 $3,302
Project after-tax NPV5% (M$)
 $271 ($160)
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Project after-tax NPV8% (M$)
 $216 ($159)
Project after-tax IRR 30% NA
Payback Period 5.5 Years NA
Profitability Index 5%4
 2.4 0.2
Financial Statistics Including Pre-Construction Period (1/1/2025 – 12/31/2027) 6
All in cost (US$/oz) 5
 $1,658 $3,419
Project after-tax NPV5% (M$)
 $256 ($178)
Project after-tax NPV8% (M$)
 $198 ($177)
Project after-tax IRR 25% NA
Payback Period 6.8 years NA
Profitability Index 5%4
 1.9 0.2
Notes:
1.Net of byproduct sales;
2.Excluding income taxes, construction capital, corporate G&A, corporate taxes and interest on debt;
3.Discounted to 2028, Construction Start;
4.Profitability index (PI), is the ratio of payoff to investment of a proposed project. It is a useful tool for ranking projects because it allows you to quantify the amount of value created per unit of investment. A profitability index of 1 indicates breakeven;
5.Excluding corporate G&A, corporate taxes and interest on debt;
6.Discounted to 2025;
7.This IA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the IA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability;
8.Inferred mineral resources constitute 70 % of the Helen zone and 89% of the Gap zone. The “Without Inferred” statistics presented are a gross factorization of the mine plan without any redesign of mine excavations or recalculation of productivities and costs. Capital costs are the same for the “With Inferred” and “Without Inferred” scenarios. The “Without Inferred” scenario is presented solely to illustrate the projects dependence on inferred mineral resources.
9.The financial analysis contains certain information that may constitute "forward-looking information" under applicable Canadian and United States securities regulations. Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in Premier's annual information form under the heading "Risk Factors". There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this Presentation is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Premier disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law;


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Mineral Resources Comparison

For the year ended December 31, 2023, the Company was not subject to S-K 1300, and reported its mineral reserve and resources in accordance with NI 43-101.

The comparison of the Mineral Resources as of December 31, 2023 and December 31, 2024 can be found in the table below. In 2024 for the Cove Underground Project, the total tonnes increased and total ounces decreased in comparison to 2023 in both the indicated and inferred categories. The increase in tonnes is the result of using a higher gold price and lower cut-off grade. The decrease in ounces is due to the use of stope optimizer software in the estimation process of the new resource. The new methodology generates optimal mineable stope geometries while considering several factors including geological constraints, grade distribution and stope dimensions. This significantly improves the accuracy of mineral resource estimates and has become an industry standard for underground deposits in Nevada.

December 31, 2024 December 31, 2023 Percent Difference
Category Ounces
Gold		 Ounces
Silver		 Ounces
Gold		 Ounces
Silver		 Gold Silver
Indicated 310 568 351 943 (12)% (40)%
Inferred 1156 1439 1353 2565 (15)% (44)%

Net Book Value

The net book value of the Cove Project and its associated plant, equipment and mineral interests was approximately $52.9 million as of December 31, 2024.
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Granite Creek

Property Description, Location and Access

The Granite Creek property (the "Granite Creek Property" or "Granite Creek Project"), was formerly known as the Getchell property, and originally as the Pinson property. The Granite Creek Project is located in Humboldt County, Nevada, 28 miles northeast of the town of Winnemucca, and it is part of the historic Potosi mining district. It is centered at roughly 41° 8’ N latitude and 117° 15.5’ W longitude. It encompasses about 4,506 acres (1,823.5 hectares) including owned unpatented claims, leased unpatented claims and owned surface fee land.

The Granite Creek Property is accessed by a combination of paved interstate and state highways, and well-maintained, unpaved private roads. The project site is 35 miles from Winnemucca by road and is 60 road miles northwest of Battle Mountain, Nevada. The project area encompasses approximately 1,300 hectares in the Potosi mining district, surrounding and including the existing Granite Creek mine.

The following figure shows the location of the Granite Creek Property.

Image_5.jpg

Ownership, Mineral Rights and Tenure

In April 2021, i-80 Gold Corp. (the "Corporation"), through its wholly owned subsidiary, Premier Gold Mines USA, Inc. ("Premier USA"), completed its acquisition of Osgood Mining Company LLC ("Osgood LLC"), the owner of the Granite Creek Property. In May 2021, the Corporation purchased additional property from Seven Dot Cattle Co. LLC and the Christison family, and in May of 2022 purchased fee land from Nevada Gold Mines LLC, further increasing the size and ownership in the land package.

The approximately five square mile project area contains both private land and unpatented federal lode mining claims on Bureau of Land Management ("BLM") land. The Corporation controls the Granite Creek Project through a combination of full ownership, majority ownership and leases. The properties included in the project area and relation to the proposed mine plans are shown in the figure below.

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Granite Creek Property and Mining Claims Map

granite creek land position.jpg

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Unpatented Federal Lode Mining Claims

The Corporation controls 68 mining claims covering portions of Sections 28 and 32, Township 38 North, Range 42 East, and 36 mining claims covering Section 6, Township 37 North, Range 42 East, through ownership (full or majority) and leases. Federal and county holding costs for the unpatented mining claims for 2024 were approximately $22,060.The Corporation, through Osgood LLC, owns a 100% interest in the Pacific #1A-7A mining claims located in Section 28, Township 38 North, Range 42 East. These claims were initially staked by the Cordilleran Explorations partnership, the original developer of the Granite Creek Property, and are subject to the Royal Gold Royalty, the Cordilleran Royalty and the PMC Royalty as described below.

The Corporation, through Osgood LLC, owns a 100% interest in the CX #1A-23A claims located in Section 28, Township 38 North, Range 42 East. These claims were initially staked by Pinson Mining Company ("PMC") and are subject to the Royal Gold Royalty and the PMC Royalty as described below.

The Corporation, through Osgood LLC, controls a 100% interest in the BEE DEE group of claims (56 mining claims) through a mining lease agreement with Franco-Nevada U.S. Corporation (50%) and S&G Pinson, LLC (50%) as the current lessors (the "BEE DEE Lease Agreement"). These claims are located in Section 32, Township 38 North, Range 42 East and Section 6, Township 37 North, Range 42 East. The BEE DEE Lease Agreement provides for monthly minimum advance royalty payments to the lessors, which payments currently total $122,495.24 per year (subject to increases or decreases in accordance with the Consumer Price Index). Osgood LLC is also required under the BEE DEE Lease Agreement to maintain the leased claims with the BLM and Humboldt County, Nevada. The BEE DEE Lease Agreement expires on May 9, 2040. These claims are subject to a 2% net mint or smelter returns ("NSR") royalty in favor of the lessors pursuant to the BEE DEE Lease Agreement, as well as the Royal Gold Royalty and the PMC Royalty as described below.

The Corporation, through Osgood LLC and Premier USA, owns a 11/12 interest in the Pinson #1A-18A mining claims located in Section 32, Township 38 North, Range 42 East. 1/2 interest is held by Premier Gold Mines USA, Inc. The remaining 1/12 interest is owned by Michael Murphy, and is not leased by Osgood LLC. The fact that Osgood LLC has not leased the unowned 1/12 interest in these claims does not preclude it from mining the claims. Osgood LLC, as the co-owner of an undivided interest in these claims, has the right to mine the claims without permission or approval from (and even over any objections by) the other co-owner, subject, however, to an obligation on the part of Osgood LLC to account to the other co-owner for their proportionate share of mining revenues less their proportionate share of mining expenses. These claims are subject to the Royal Gold Royalty and the PMC Royalty as described below, and are also subject to a royalty initially held by Kate Murphy et al.

Fee Lands

The Corporation, through Osgood LLC, owns a 100% interest in Sections 29 and 33, Township 38 North, Range 42 East. Section 29 is subject to the Royal Gold Royalty, the Cordilleran Royalty and the PMC Royalty as described below. Section 33 is subject to the Royal Gold Royalty, the PMC Royalty, the Goldfield Royalty and the Conoco Royalty as described below.

The Corporation, through Osgood LLC and Premier USA, owns a 91.67% interest in the 120-acre parcel comprising the east half of the southwest quarter and southeast quarter of the southwest quarter of Section 28, Township 38 North, Range 42 East. The remaining interest in this parcel is owned by Michael Murphy (8.33% undivided interest) and is not leased by Osgood LLC. As noted above with respect to the Pinson unpatented mining claims (which are only partially owned by Osgood LLC), the fact that Osgood LLC does not own or lease the outstanding 8.33% interest in this land does not preclude Osgood LLC from mining the land. Osgood LLC, as the co-owner of an undivided interest in the land, has the right to mine the land without permission or approval from (and even over any objections by) the other co-owners, subject, however, to an obligation on the part of Osgood LLC to account to the other co-owners for their proportionate shares of mining revenues less their proportionate shares of mining expenses. This parcel is subject to the Royal Gold Royalty and the PMC Royalty as described below, as well as a royalty tied to PMC's purchase of the land.

The Corporation, through Osgood LLC, owns a 100% interest in Section 21, Township 38 North, Range 42 East. Section 21 is subject to the Royal Gold Royalty, and the PMC Royalty, as well as the NGM royalty as described below.

The Corporation, through Premier USA, owns a 100% interest in Section 31, Township 38 North, Range 42 East.

Royalties

The Granite Creek Property is subject to several royalties. As of the date of this Annual Report, the following table summarizes the royalties present on the various properties making up the Granite Creek Property.

Several royalties are in effect on various areas of the property. Some royalties were retained by previous owners upon sale of the property while others were negotiated as lease agreements with claim holders.

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Summary of Royalties Related to the Granite Creek Property

Lessor/Grantor Lease Type
Gold Royalty U.S. Corp. 10% NPI
Franco-Nevada 2% NSR
Franco-Nevada and S&G Pinson 2% NSR
proportionate to individual interests Noceto/Phillips/K. Murph 3.1249% NSR
proportionate to individual interests Noceto/Phillips/K. Murphy/D. Christison/J. Christison/M. Murphy 2% NSR
0.166667% (0.5 of 1/12th of 2%) NSR to Franco-Nevada and S&G Pinson 0.166667% NSR
Nevada Gold Mines 0.5% NSR
Royal Gold 3-5% NSR
1996 Sliding scale royalty with successors to agreement: Royal Gold and D.M. Duncan 1-4% NSR

Environmental Liabilities

The reclamation and closure cost for the Granite Creek Mine surface and underground is estimated to be approximately $3 million at December 31, 2024. A bond in the amount of approximately $1 million is held by the Bureau of Land Management (BLM) to address reclamation activities associated with the underground mine while an additional approximately $2 million bond is held for surface reclamation activities. Subsequent to year end the Company completed the three year update to the reclamation liability and the liability increased to approximately $5 million total, approximately $3 million of which is held by the BLM and the remaining $2 million held by the state of Nevada. There are no other known environmental liabilities associated with pre-Project operations.

History

The Granite Creek Property has been explored by a number of individuals and mining/exploration companies since the late 1930s. The original discovery on the Granite Creek Property was made by Clovis Pinson and Charles Ogee in the mid to late 1930s, but production did not occur until after World War II, when ore from the original discovery was shipped to and processed at the Getchell mine mill. In 1949 and 1950, total production from the Granite Creek mine amounted to approximately 10,000 tons grading approximately 0.14 ounces per ton ("opt").

The Granite Creek Property remained functionally dormant from 1950 to 1970, when an exploration group known as the Cordex I Syndicate ("Cordex") leased the Granite Creek Property from the Christison family (descendants of Mr. Pinson and property owners), on the strength of its similarity to the Getchell property and structural position along the Range-Front fault zone bordering the Osgood Mountains. Following a surface mapping and sampling program in 1971, 17 reverse circulation ("RC") drillholes were completed in and around the 1940s era Granite Creek pit, confirming low-grade gold values. An 18th step-out hole encountered a 90-foot intercept of 0.17 opt gold. This intercept was interpreted as a subcropping extension of known mineralization northeast of the original pit and was the basis for delineation of what would become the "A" zone at the Granite Creek Property, a 60-foot by 1,000-foot shear zone. During the late 1970s, Cordex reorganized into a Nevada partnership known as PMC, with Rayrock Resources as the project operator, and began production at the Granite Creek Property.

Cordex, and its successor, PMC, explored the Granite Creek Property largely through mapping and geochemical sampling. There are three known mapping programs:

1.a regional mapping program from Preble to Getchell by Pete Chapman in the late 1970s;
2.a 1:6000 scale mapping program of the Granite Creek Property in 1983; and
3.a 1:2400 scale mapping program of the pit areas through the active life of the mine.

PMC began developing the A pit in 1980 and produced gold the following year. Production from the B pit began in 1982. Step-out drilling in 1982 to 1983 to the northeast of the A zone intersected two more discrete zones: the C zone (extending east-northeast from the A zone) and the CX zone (extending northeast from the C zone). Step-out drilling northeast of the CX zone in 1984 located an apparently independent fault system (striking north-northwest), dipping steeply east that became the core of the Mag deposit, which went into production in 1987. PMC produced from the CX, CX-West and Mag pits into the mid to late 1990s, until a combination of falling gold prices and erratic mill feed forced closure of the oxide mill in early 1998. Continued attempts to expand production of oxide ore failed, and all active mining ceased on January 28, 1999. The project was officially closed in May 2000.

In the 1990s, Homestake Mining Company ("Homestake") and Barrick Gold Corporation ("Barrick") became "fifty-fifty" partners in PMC through the purchase of minority interests. Homestake and Barrick conducted an exploration program from 1996 to 2000 through PMC, expending approximately $12 million on the project. The joint venture explored the deeper feeder fault zones of the Granite Creek Property, exploring for a large, high-grade gold system that would support a refractory mill complex. This work, while successful in identifying gold mineralization with underground grades, failed to identify a deposit of sufficient size to be of development interest to Homestake or Barrick, and the partners concluded the exploration program. Subsequent to that decision, in 2003, Barrick acquired Homestake and drilled an additional three exploration drillholes.

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In August 2004, Atna Resources Ltd. ("Atna") acquired an option to earn a 70% joint venture interest in the Granite Creek Property from PMC, a wholly owned subsidiary of Barrick, and commenced additional follow-up exploration and development of the property. Atna completed its earn-in in 2006 and vested in its 70% interest in the project after expending the required $12 million in exploration and development expenditures. PMC elected to back-in to the project and re-earn an additional 40% interest (bringing PMC's interest to 70% and Atna's interest to 30%) on April 5, 2006. PMC spent over $30 million on the project during the next three-year period and completed its "claw-back" in early 2009. Their work included surface and underground diamond core drilling, RC drilling, underground drifting and surface infrastructure construction (rapid infiltration basins ("RIBs"), mineralized material stockpile pad, underground electrical service upgrades, etc.). A new mining joint venture was formed in 2009 reflecting the project's ownership, with PMC owning a 70% interest in the venture and Atna owning a 30% interest. PMC, as the majority interest owner, was the operator of the joint venture.

In September 2011, Atna negotiated the acquisition of PMC's 70% joint venture interest in the core property position at the Granite Creek Project. The asset purchase and sale agreement included all right, title and interest to the core property described above, as well as an evergreen processing agreement with Barrick for the processing of underground refractory ores from Granite Creek at Barrick's Goldstrike facilities.

Development of the Granite Creek underground mine commenced in early 2012, and mine ramp-up began in late 2012. In total, 6,011 feet of primary and secondary development were completed during 2012 and 2013. The primary spiral ramp was driven to the 4530 level from the 4650 adit level, and both top cut and underhand ore mining occurred in three Ogee zone stope blocks during development. Additional secondary access drifts were in progress when the mine was placed on care and maintenance to access the Range Front and Adams Peak mineral zones but were not completed prior to cessation of underground work. Mining was performed by contract miners utilizing underground mining equipment owned by the contractor. Approximately 30,000 short tons of ore containing 7,900 ounces of gold were mined and shipped to off-site processing facilities. Work on the project continued until June 2013, when the mine was placed on care and maintenance. This decision was driven by a number of factors, including the steep decline in gold prices in 2013.

In May 2014, the status of the underground mine was changed to an intermittent production status. Under this status, periodic mining of ores from stoping areas developed in 2013 was conducted to develop and test revised stoping methods for the underground and to prove mining economics at small production rates.

Osgood LLC, then a wholly owned subsidiary of Waterton Global Resource Management, Inc. ("Waterton"), acquired the Granite Creek Project from Atna in May 2016, after Atna filed for Chapter 11 bankruptcy. Osgood LLC completed numerous drillhole database compilation and verification campaigns, beginning with migration of the Atna database to Maxwell Resources' ("Maxwell") Datashed database software in 2017, and database verification and improvement efforts in 2018. In 2016, Osgood LLC, with an external consultant, completed a project-scale structural geology study that included surface and underground mapping, historical data review and cross section interpretation aimed at defining the main structural architecture at Granite Creek and developing exploration and resource drilling targets. This work formed the basis of an updated 3-dimensional (3D) litho-structural model that was used for the 2020 Mineral Resource estimation. From 2017 to 2018, Osgood LLC also completed an extensive drill material inventory and salvage program that secured the available drill core and RC chips on the property.

Osgood LLC continued to maintain compliance and keep all environmental permits for the site in good standing. This included performing permit-related sampling and reporting, as well as renewing permits. Osgood LLC also performed regular inspections of the site. During the ownership period, Osgood LLC worked with the State of Nevada to close out a Water Pollution Control Permit for a reclaimed portion of the mine, reducing the overall compliance monitoring and reporting liabilities for the operator. In addition, Osgood LLC received approval from the State of Nevada to remove portions of the reclaimed site from the bond.

In addition to these geology and compliance activities, Osgood LLC continued to maintain and improve site infrastructure, including a third-party review of hydrology and dewatering requirements that resulted in the replacement of pumps and the upgrading of two dewatering well process controls. RIBs have been maintained as needed, with water flows being tracked and monitored.

In April 2021, the Corporation completed its acquisition of Osgood LLC from Waterton. In May 2021, additional land was purchased by the Corporation from Seven Dot Cattle Co. LLC. and the Christison family.

In 2022, Section 21 fee land T. 38 N., R. 42 E. was acquired by Osgood Mining Company from Nevada Gold Mines, and lessee interest on the BEE DEE unpatented claims in Section 6, T. 37 N., R. 42 E.

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Geological Setting, Mineralization and Deposit Types
Regional Geology

The Granite Creek Property is located on the eastern flank of the Osgood Mountains within the Basin and Range tectonic province of northern Nevada. The Granite Creek mine, together with the Preble, Getchell, Turquoise Ridge and Twin Creeks mines, are on what is referred to as the Getchell gold trend. The main Getchell trend generally strikes northeast-southwest and has been cross-cut by secondary north-south and northwest-southeast-trending structures. The deposits are hosted in Paleozoic marine sedimentary rocks. The rocks are exposed in the Osgood Mountains and have been complexly thrust faulted and intruded by the Cretaceous-aged (92 million years ago) Osgood Mountains granodiorite stock. These units are unconformably overlain by Miocene volcanic rocks.

Local Geology

The geology at the Granite Creek Property is typified by folded Cambrian to Ordovician sedimentary rocks that have been intruded by Cretaceous stocks, which have been cross-cut by later high-angle structural deformation. It is suggested that the high angle faulting is related to the Basin and Range extension. The older rocks are overlain by Miocene andesitic basalt and the surrounding fault-bounded basins filled with quaternary alluvial gravel. The Osgood Mountains have a general northeast trend, although, in the vicinity of the Granite Creek mine, the east flank of the range trends north. Gold mineralization is primarily hosted by fine-grained marine sedimentary rocks that overlie a large stock of Cretaceous granodiorite. The Granite Creek Property is considered to be part of the Osgood Mountain terrane.

At the Granite Creek Property, Cambrian to Ordovician siliciclastic and carbonate rocks have been intruded by the Cretaceous Osgood Mountain granodiorite, resulting in the formation of largemetamorphosed aureoles with development of several tungsten-bearing skarns. The lowest stratigraphic units recognized at the Granite Creek Property are the Cambrian phyllitic shales, limestone interbeds and various hornfelsed sedimentary rocks of the Preble Formation, which are juxtaposed against the granodioritic intrusive. The Preble is overlain by Ordovician sedimentary rocks of the Comus Formation, both of which have been folded into a broad, north-plunging anticline. The west flank of the anticline has been over-thrust by the Ordovician Valmy Formation, which consists of deep-water siliceous shales and cherts. The core of the anticline and scattered localities along the east side of the Osgood Mountains are unconformably overlain or in fault contact with sandstones and conglomerates of the Battle Formation and limestones of the Etchart Formation.

Gold mineralization at the Granite Creek Property is primarily hosted in the Comus Formation.

Property Geology

The Granite Creek Property is located on the eastern flank of a large Cretaceous granodiorite stock that forms the southern core of the Osgood Mountains. Rocks adjacent to the eastern side of the stock have a general east dip and strike sub-parallel to the trend of the Osgood Mountains. The oldest units exposed against the granodiorite are Cambrian Preble phyllitic shales, interbedded limestones and various hornfelsed sediments. Overlying the Preble is a thick package of Ordovician Comus sediments. The lowest portion of the Comus is composed of medium to massively bedded, micritic to silty limestone. The middle portion consists of interbedded limestone and shale layers with local interbedded debris flows. The Upper Comus is comprised of mildly to non-calcareous shales with minor shaly limestone interbeds.

The depositional relationship between the Preble Formation and the overlying Comus Formation is not clearly understood. At the Granite Creek Project, the two formations are in fault contact with each other and subparallel to the Range Front fault that juxtaposes the Comus Formation in the hanging wall against the Preble Formation in the footwall.

A Cretaceous aged (90 – 92 million years ago) granodiorite stock intrudes the Paleozoic section in the southern half of the Osgood Mountains. Emplacement of the stock resulted in the formation of an irregular contact metamorphic aureole, which extends as much as 10,000 feet from the intrusive contact. The metamorphic event resulted in the formation of maroon-colored, biotite-cordierite hornfels in the Upper Preble Formation and chiastolite hornfels in the Upper Comus Formation within much of the Granite Creek Property area. Several tungsten-bearing skarn deposits were also formed along the margins of the stock. Two tungsten skarns are on the Granite Creek Property.

Mineralization on the Granite Creek Property exhibits strong structural control. A wide variety of mineralized structural orientations have been documented. The most important structural feature on the Granite Creek Property is the network of faults that border the escarpment marking the southern and eastern edge of the Osgood granodiorite. The fault system can be divided into three structural and stratigraphically mineralized zones, with each mineralized zone defined by one or more major structural elements. These are referred to as the Range Front, CX and Mag zones. Sedimentary rocks in the vicinity of this system generally dip steeply (easterly) away from the contacts of the granodiorite.

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Mineralization

Underground mineralization associated with the CX and Range Front fault typically strikes northeast to north-northeast, with moderate to subvertical dip and thickness varying between 5 feet to 30 feet. High-grade gold mineralized zones are moderately discontinuous and occur within near-vertical pipe-like bodies at fault intersections and along fault parallel structural corridors. Gold mineralization is characterized by pervasive sulphide that consists of two stages of pyrite development, an early non-ore pyrite stage and a gold-bearing arsenian pyrite stage. Megascopically, the gold-bearing pyrite is typically dull brassy to black in color and very fine-grained. Pyrite may also be associated with remobilized carbon, imparting a "sooty" appearance to the pyrite. Gold is primarily contained in pyrite as microscopic inclusions or found in arsenian-pyrite rims around fine pyrite grains. Gold mineralization can be found in multiple styles, including fine sulphide associated with quartz veining and brecciation.

Gold mineralization at the Granite Creek Property is primarily hosted by the Upper and Lower Comus Formations, which consist of interbedded shale, siltstone and limestone. The Upper Comus is the primary host lithology in the Mag zone and currently is host to the majority of surface resources at the deposit. The Upper Comus is also locally mineralized within the A, B, C, CX, CX-West and portions of the Range Front zone. The Lower Comus hosts the majority of the higher-grade underground resources.

The Preble rocks are a poor host for gold mineralization but do contain localized gold concentrations where they have been brecciated and are adjacent to major hydrothermal conduits.

Oxide mineralization includes pervasive limonite and hematite, along with other iron and arsenic oxides. Oxidation is extensive in the CX fault system, occurring along the entire length of the zone and penetrating to a depth of 1,500 feet. Within the Range Front fault system, oxidation is more variable than within the CX fault system. In some fault and shear zones, oxidation may be present to depths of 1,800 feet, whereas in others it may only reach to depths of < 500 feet.

Mag Pit Mineralization

Gold mineralization within the Mag pit is hosted by interbedded carbonate and shale of the Upper Comus Formation. The mineralized zone has a north-northwest orientation, sub-parallel to the Mag fault, dips to the east-northeast and plunges to the south-southeast. The orebody is tabular, has a strike length of approximately 2,500 feet, varies from 200 to 400 feet in width, and ranges in depth from 250 to 300 feet. Higher grade zones are localized along high-angle northwest or northeast-trending faults. Mineralization within the Mag deposit is more disseminated and lower grade than the Range Front, CX and Ogee zones.

Gold mineralization is spatially associated with decarbonatization, kaolinization, white kaolinite fracture-filling, silicification and quartz veinlets. With the exception of massive limestones, the original carbonate content of the host lithologies was removed during decarbonatization, leaving a porous silty textured rock.

Underground Mineralized Zones

Range Front-Ogee Zone

The Range Front zone mineralization consists of discontinuous occurrences of pervasive argillization and decarbonatization within host rock lithologies. Silicification is minor, with carbonate alteration (calcite) occurring along the borders of fault zones. Karst and dissolution breccias that occur along bedding and structural intersections within the Lower Comus Formation are particularly receptive to mineralization. The Ogee zone, which is a near vertical, pipe-like mineralization shoot, occurs at the intersection of the CX-West and Ogee faults. The upper Ogee zone is characterized by strong iron oxide staining, whereas the lower portion of the zone, which is hosted by the Lower Comus Formation, consists of decarbonatized limestone-siltstone dissolution breccia. Below the 4,650-foot elevation within the Ogee zone, sulfide mineralization becomes prevalent. The zone has a strike length of approximately 350 feet, a vertical extent of 600 feet and averages 30 feet in width.

The Range Front fault bounds the eastern front of the Osgood Mountains. Mineralization hosted within the Range Front fault has a strike length of 4,000 feet, a down dip extent of 3,000 feet and averages 100 feet in thickness. Higher grade gold mineralization within the zone is discontinuous, with strike lengths between 40 and 200 feet and thicknesses varying from 10 to over 60 feet.

Gold mineralization along the CX-West fault zone strikes approximately northeast, dips steeply to the north-northwest and has a strike length of approximately 3,000 feet. The mineralized zone averaged approximately 100 feet in width and occurred primarily along the fault contact between the Upper and Lower Comus Formations.

The Linehole Fault zone consists of two fault strands, the Linehole North fault and the Linehole fault. The Linehole North fault is the extension of the Linehole fault north of the intersection with the CX-West fault, and the Linehole fault the extension to the south of the intersection with the CX-West fault. The Linehole mineralization strikes to the northeast, has a strike length of approximately 4,500 feet and a downdip extent of 1,800 feet. Mineralization averages approximately 15 feet in width.

The Adams Peak Shear is a broad structural zone that strikes to the northeast and dips to the northwest. Mineralization within the shear is highly variable, consisting of multiple strands within the structural zone. The mineralization has a strike length of approximately 1,500 feet and continues down dip to the intersection with the Range Front fault. The average width of mineralization is approximately 125 feet.
The Otto Stope fault is located between the CX-West and Linehole faults. The mineralization has a strike length of approximately 2,000 feet and an average thickness of 10 feet.
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CX Zone

The CX zone mineralization can be described as a series of discontinuous occurrences of pervasive argillization and decarbonatization within karst and dissolution breccias along bedding and structural intersections within the Lower Comus Formation. Silicification is minor, and carbonate alteration (calcite) is common along fault zones. Dissolution breccias formed in the CX zone are structurally controlled and reflect the geometry of the individual faults.

The CX fault is a zone of continuous mineralization with a strike length of approximately 4,500 feet and a width ranging between 10 and 100 feet. Mineralization has a down-dip extent of 1,300 feet as defined by exploration drilling. The following faults either cut or control the orientation of the mineralization in the CX Zone.
•The SOS fault has an average width of 10 feet and a strike length of 1,400 feet, and extends down-dip to its intersection with the CX Fault.
•The CX fault hanging wall splays extend between the CX and SOS faults for approximately 500 feet and have an average thickness of 15 feet. They extend down-dip to their intersection with the CX Fault.
•The CX fault footwall splay has a strike length of approximately 500 feet, averages 20 feet in width and extends down-dip for 750 feet.
•The SOS dike has an average thickness of 15 feet, a strike length of approximately 2,700 feet and extends down-dip to its intersection with the CX fault.
•The SOS Cross fault strikes between the SOS fault and the SOS dike for approximately 700 feet, extends down-dip to its intersection with the CX fault and has an average width of five feet.

South Pacific Zone

The South Pacific Zone (SPZ) is a northeast trending and southeast dipping zone of high-grade fault-bound mineralization with a northeast plunge of 45o. The mineralization is controlled by the along-strike and down-dip extent of the Otto fault. The zone is defined by a suite of northeast striking moderately southeast dipping anastomosing fault splays with the highest grades concentrated along faults that juxtapose the Upper and Lower Comus Formations. The mineralization has a strike length of 1,250 feet (381 meters), a down dip extent of 900 feet (274 meters), and average fault-bound mineralization widths of 25 feet (7.6 meters).

Deposit Types

The structural setting, alteration mineralogy and mineralization characteristics of the deposit is consistent with Carlin-type deposits.

Drilling

The following table presents a summary of drilling at the Granite Creek Property.

Drillholes Within the Current Property Boundary by Type and Operator

Company Core Holes (includes RC pre-collar with Core Tail) Core Footage RC Holes RC Footage Rotary Holes Rotary Footage Total Holes Total Footage
i-80 339  167,293  501  115,222  —  —  840 282,515 
Atna 113  68,334  201  49,920  —  —  314 118,254 
PMC - Barrick 123  91,006  41  33,375  —  —  164 124,381 
PMC 46  76,297  1,369  631,061  387  124,298  1802 831,656 
Total 621  405,042  2,112  829,578  387  124,298  3120 1,356,806 
Note: RC=reverse circulation

Mineral Resource Estimates

The Pinson deposit, for the purposes of modelling and estimations, is broken into two areas: the open pit area and the underground area. The open pit area is the location of previous open pit mining and includes the A pit, B pit, CX pit and Mag pit. The underground area is considered separately from the open pit due to the narrow, vein-like structures associated with the resource.

The open pit and underground Mineral Resource estimates for the Granite Creek Property have been prepared following the guidelines of S-K 1300 and in conformity with generally accepted "CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines 2019". Mineral Resources have been classified in accordance with the "Definition Standards for Mineral Resources and Mineral Reserves" adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Council on May 10, 2014. The Mineral Resource estimates include Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves under the S-K 1300 CIM definition standards. Readers are advised that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability, and there is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves. The Granite Creek Property presently has no Mineral Reserves. Whittle pit optimization was applied to the open pit Mineral Resource estimate to assess the reasonable prospects for economic extraction for the resource.
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The Mineral Resource estimates presented herein are based on the current drillhole database for the Pinson deposit, previously mined out volumes and backfilled volumes. The authors performed a data validation of the drill hole database prepared by the Corporation and determined it to be of suitable accuracy to perform a Mineral Resource estimate for the Granite Creek Property.

The tables below summarize the current open pit and underground Mineral Resource estimates for the Granite Creek Property.

Open Pit Statement of Mineral Resources As of December 31, 2024

Class Zone Total Process Material
(1000s tonnes)		 Gold Grade (g/t) Total Contained Gold
(1000s oz)
Measured B Pit
2910
1.32
123.41
A Pit
563
1.07
19.30
CX Pit
10889
1.30
455.27
Mag Pit
12000
1.21
467.97
Total
26362
1.26
1065.95
Indicated
 B Pit
360
1.10
12.73
A Pit
689
0.80
17.78
CX Pit
2973
1.25
119.62
Mag Pit
7317
0.93
219.16
Total
11339
1.01
369.29
Measured and Indicated B Pit
3270
1.29
136.14
A Pit
1252
0.92
37.08
CX Pit
13862
1.29
574.89
Mag Pit
19317
1.11
687.13
Total
37701
1.18
1435.24
Inferred B Pit
32
0.64
0.67
A Pit
205
0.59
3.88
CX Pit
1347
1.16
50.24
Mag Pit
563
1.11
20.17
Total
2148
1.09
74.95

Notes:
(1)The effective date of the Mineral Resource estimate is December 31, 2024.
(2)Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
(3)Mineral resources are reported at a 0.30g/t cut-off, an assumed gold price of $2,040 $/per troy ounce using variable recovery, a slope angle of 41 degrees, 6% royalty, heap leach processing cost of $9.04 per tonne (includes admin) and CIL processing cost of $17.22 per tonne (includes admin)..
(4)The reference point is in situ.

Criteria for Reasonable Prospect for Economic Extraction

The requirement, “reasonable prospects for economic extraction,” generally implies that the quantity and grade estimates meet certain economic thresholds and that the mineral resources are reported at a cutoff grade considering appropriate extraction scenarios and processing recoveries. To meet this requirement, GRE considered that major portions of the Granite Creek deposit are amenable for open pit extraction.

To determine the quantities of material offering “reasonable prospects for economic extraction” by an open pit, GRE constructed open pit scenarios developed from the resource block model estimate using Whittle’s Lerchs-Grossman miner “Pit Optimizer” software. Reasonable mining assumptions were applied to evaluate the portions of the block model (Measured, Indicated, and Inferred blocks) that could be “reasonably expected” to be mined from an open pit. The optimization parameters presented in the table below were selected based on experience and benchmarking against similar projects. The results are used as a guide to assist in the preparation of a mineral resource statement and to select an appropriate resource reporting cutoff grade. GRE considers that the blocks located within the resulting conceptual pit envelope show “reasonable prospects for economic extraction” and can be reported as a mineral resource. For more information on the estimation parameters for both the open pit and underground resource estimates see sections 11.6 and 11.7 of the Granite Creek technical report.

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Granite Creek Resource Parameters for Open Pit Optimization
.
Variables Unit Value
Mining Cost (waste/mineralized material) $/ tonne mined $2.46
Heap Leach Cost $/ tonne mineralized material treated $9.04
Carbon in Leach Cost $/ tonne mineralized material treated $17.22
Heap Leach (HLCH) Recovery with CN Solubitity <60 % CN solubility*100
Heap Leach (HLCH) Recovery with CN Solubitity >=60 % ((0.1225*[Au PPM])+0.4164)*100
CIL Recovery % ((0.5388*CN Solubility)+0.3201)*100
Gold Price $/oz $2,040
Selling Costs and Penalties $/oz $114
Total Royalty (Simplified) % 6%
Slope Angle degrees 41
HLCH tonnes per year 2,975,000
CIL tonnes per year 1,050,000

Underground Statement of Mineral Resources As Of December 31, 2024

Zone ktons ktonnes Au opt Au g/t Au koz
Measured
Ogee 88 80 0.244 8.4 22
Otto 59 53 0.256 8.8 15
Meas Total
 147 133 0.249 8.5 37
Indicated
CX 8 7 0.391 13.4 3
Ogee 181 164 0.352 12.1 64
Otto 295 268 0.316 10.8 93
South Pacific 223 203 0.286 9.8 64
Ind Total 707 641 0.317 10.9 224
Measured and Indicated
CX 8 7 0.391 13.4 3
Ogee 269 244 0.317 10.9 85
Otto 354 321 0.306 10.5 108
South Pacific 223 203 0.286 9.8 64
M&I Total 854 775 0.305 10.5 261
Inferred
CX 97 88 0.351 12 34
Ogee 42 38 0.563 19.3 24
Otto 187 170 0.401 13.7 75
South Pacific 536 486 0.361 12.4 194
Inf Total 862 782 0.378 13 326
Notes Pertaining to Underground Mineral Resources:
1.Mineral Resources have been estimated at a gold price of $2,175 per troy ounce and a silver price of $27.25 per ounce.
2.Mineral Resources have been estimated using gold metallurgical recoveries of 85.2% to 94.2% for pressure oxidation. Payment for refractory mineralization sold to a third party is 58%. Oxide CIL mineralization payments vary from 40% to 70% based upon the grade of the mineralization.
3.The cutoff grade for refractory Mineral Resources varies from 0.151 to 0.184 opt. for acidic conditions. The cutoff grade for oxide mineral resources is 0.075 opt.
4.The contained gold estimates in the Mineral Resource table have not been adjusted for metallurgical recoveries.
5.Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.
6. A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
7.An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
8.Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, socio-political, marketing, or other relevant factors.
9.Mineral Resources have an effective date of December 31, 2024, and;
10.The reference point for mineral resources is in situ.

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Mining Methods
Open Pit
The Granite Creek Mine Project will employ conventional open pit mining techniques using front end loaders and rear dump rigid frame haul trucks. As discussed in Section 17, open pit material will be treated using CIL circuit. The mine plan is designed to deliver an average of 10,000 tonnes of potentially economically viable material per day from the open pit to the crusher which will then be run through the CIL mill. The average daily waste production rate over the life of the mine is 84,750 tonnes per day. Waste material would be either placed on waste rock storage facilities (WRSF) or as backfill in previously mined open pits.

There are three distinct open pit production areas on the Granite Creek Project: B pit, CX pit and Mag pit. The CX and Mag pits were each designed with three phases, for a total of seven mining phases for the project. The production pits will be sequentially mined with minor overlap of simultaneous production dependent on short term scheduling needs. The proposed mining sequence begins with pit B and is shown in the table below.

Summary of Pit Phases

Pit / Phase Start Day End Day
Pit B
-129
 208
CX 1 118 618
CX 2 423.0 1,077
CX 3 997.0 1,969
MAG A 1,969 2,137
MAG B 1,918 2,656
MAG C 2,388 3,103

The authors of the Granite Creek Report prepared a base case pit resource estimate using a cut-off rate of 0.30 g/t. The resource estimate assumes the use of CIL processing at the project. A preliminary mining schedule was then generated from the base case pit resource estimate. The schedule is based on a mining rate of 10,000 tonnes per day and assumes the project will operate on two 12-hour shifts, 365 days per year.
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Base Case Mine Schedule
Base Case Mine.jpg

Fresh mineralized material and waste rock is comprised of a mix of shale, limestone, dolomite, conglomerates and granodiorite. All of this material will require drilling and blasting prior to excavation. Some areas within the pits to be excavated consist of alluvium or previous backfill; those areas will not require drilling and blasting, except to the extent drill holes are needed for grade control. Drilling and blasting will employ conventional techniques, which will entail drilling 7-inch diameter blastholes spaced on 18-foot centers. The rock will be blasted with ammonium nitrate fuel oil ("ANFO") blasting agent initiated with shock tube, boosters and nonel blasting caps. Potential noise and dust from blasting is not anticipated to impact the surrounding community due to the Granite Creek Project's remote location far away from residential or commercial structures.

To store the waste material generated during mining activities, two waste rock piles are proposed. The waste piles will be located south of the CX pit and east of the Mag pit. Additionally, as mining progresses, waste rock will be backfilled into portions of the mined-out B and CX pits. These locations have been selected to minimize hauling distances and disturbed acreage. Up to approximately 108 million tonnes of waste rock will be mined and placed into the waste rock piles and approximately 100 million tonnes will be backfilled into mined out pits.

Underground

The Granite Creek Project has a zone of high grade material suitable for underground mining. Three methods were considered for the underground resource, each having a situational usefulness that can be applied when certain criteria are met:

•Overhand Cut and Fill: Overhand cut and fill will be used when the ground is stable. The underground mining method will involve mining stopes sized 50 feet in height and 100 feet in length. Mining is fully mechanized with mobile equipment. Development required to access stopes consists of ramps, level drifts and ventilation excavations. The previous underground workings at the site will provide initial access and fulfill ventilation requirements in the early stages of the mine.
•Underhand Cut and Fill: Underhand cut and fill will be used when the ground conditions are very poor. The reason being that mining work takes place under a cemented, reinforced backfill that will remain intact when the surrounding wall rock fails. This method costs more, but is a far safer alternative.
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•Longhole Stoping: Longhole stoping will be used when rock quality is good and the average stope width is wide enough to allow full stope recovery. Alternative bulk underground mining methods that can be used include longhole stoping with delayed fill and AVOCA stoping methods.

Preliminary schedules for the production and development of the underground resource are set out below. The schedules assume the mine will operate on two 12-hour shifts, 365 days per year.

Annual Production and Development Schedule (Including Inferred Mineral Resources)

Calendar Year 2025 2026 2027 2028 2029 2030 2031 2032 2033 Total
Mineralized Material Mined
Total Mineralization Mined (000's Tons) 212 207 222 242 274 206 168 59 —  1,589
Total Mineralization Mined (000's Tonnes)
 193 188 201 220 249 186 152 53 —  1,442
Gold Grade (Ounce/Ton) 0.328 0.394 0.341 0.346 0.324 0.316 0.316 0.354 —  0.339
Gold Grade (g/t)
 11 14 12 12 11 11 11 12 —  12
Contained Gold (000's Ounces) 70 81 76 84 89 65 53 21 —  538
Production Mining
Stope Development and Drift and Fill Mining (000's Tons) 212 207 222 242 274 206 168 59 —  1,589
Stope Development and Drift and Fill Mining (000's Tonnes)
 193 188 201 220 249 186 152 53 —  1,442
Mineralization Production Rate (tpd) 582 566 608 662 752 563 460 160 —  435
Mineralization Production Rate (tonnes/day)
 528 513 552 601 682 511 417 145 —  395
Backfill
Total CRF Backfill (000's Tons) 212 207 222 242 274 206 168 59 —  1589
Waste Mining
Expensed Waste (000's Tons) 115 100 111 111 124 90 76 28 —  754
Expensed Waste (000's Tonnes)
 104 91 101 101 113 81 39 25 —  684
Primary Capital Drifting (Feet) 6,675 7,913 5,233 1,694 0 0 0 0 —  21,515
Capital Raising (Feet) 1,050 640 180 180 150 150 0 0 —  2,350
Capitalized Mining (000's Tons) 180 202 116 39 1 1 0 0 —  539
Capitalized Mining (000's Tonnes)
 163 183 106 35 1 1 0 0 —  489
Total Tons Mined (000's Tons) 508 508 450 392 400 296 243 87 —  2,883
Total Tons Mined (000's Tonnes)
 461 461 408 355 363 269 221 79 —  2,615
Mining Rate (tpd) 1,391 1,392 1,232 1,070 1,095 811 667 236 —  658
Mining Rate (tonnes/day)
 1,262 1,263 1,118 971 993 736 605 214 —  597

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Annual Production and Development Schedule (Excluding Inferred Mineral Resources)

Calendar Year 2025 2026 2027 2028 2029 2030 2031 2032 2033 Total
Mineralized Material Mined
Total Mineralization Mined (000's Tons) 106 103 111 121 137 102 84 59 —  820
Total Mineralization Mined (000's Tonnes)
 96 93 100 109 124 93 76 53 —  744
Gold Grade (Ounce/Ton) 0 0 0 0 0 0 0 0 —  0
Gold Grade (g/t)
 10 12 11 11 10 10 10 5 —  10
Contained Gold (000's Ounces) 31 36 34 37 40 29 24 9 —  239
Production Mining
Stope Development and Drift and Fill Mining (000's Tons) 106 103 111 121 137 102 84 29 —  791
Stope Development and Drift and Fill Mining (000's Tonnes)
 96 93 100 109 124 93 76 26 —  718
Mineralization Production Rate (tpd) 290 282 303 329 374 280 229 160 —  225
Mineralization Production Rate (tonnes/day)
 263 256 275 298 339 254 208 145 —  204
Backfill
Total CRF Backfill (000's Tons) 106 103 111 121 137 102 84 29 —  791
Waste Mining
Expensed Waste (000's Tons) 57 50 55 55 62 45 38 14 —  376
Expensed Waste (000's Tonnes)
 52 45 50 50 56 41 34 13 —  341
Primary Capital Drifting (Feet) 6675 7913 5233 1694 0 0 0 0 —  21515
Capital Raising (Feet) 1050 640 180 180 150 150 0 0 —  2350
Capitalized Mining (000's Tons) 180 202 116 39 1 1 0 0 —  539
Capitalized Mining (000's Tonnes)
 163 183 106 35 1 1 0 0 —  489
Total Tons Mined (000's Tons) 343 354 282 214 199 148 121 43 —  1705
Total Tons Mined (000's Tonnes)
 311  321  256  194  181  134  110  39  —  1546
Mining Rate (tpd) 940 970 773 585 546 405 332 118 —  389
Mining Rate (tonnes/day)
 853 880 701 531 495 367 301 107 —  353

Production is scheduled to take stopes near or directly adjacent to existing underground development for an economically advantageous low cost of development. Development is sequenced to ensure that all necessary excavations are complete before production on a given level begins.

Horizontal development and production drilling will be done with jumbo drill rigs. However, the drilling pattern for development and production will be different. Blasting will utilize a mixture of ANFO and emulsion. The ANFO will be loaded into holes using a pneumatic loader, and the emulsion will be packaged in sticks to allow loading. Blasting will be initiated using blasting caps, boosters and detonation cord. Mucking will be done with load-haul-dump ("LHD") equipment. The LHD will muck the working face by tramming to a muck bay, where material will be rehandled and loaded into a haul truck that hauls to the surface.

Underground development and production will take place below the groundwater table. It is expected that as the workings progress deeper, the flow rate will increase. Seasonal changes will affect the groundwater inflow, but this will be largely limited to shallower workings. Dewatering pumps will be needed to remove groundwater, and groundwater discharge will need to be managed as per applicable local laws and regulations.

The current ventilation plan is designed to supply fresh air down the ramp to active areas and to exhaust through vent raises using two 150-horsepower main fans per mining area. The number and size of ventilation fans is based on the number of active faces and total horsepower of major equipment.

Processing and Recovery Operations
CIL Process

The Granite Creek Open Pit Project will employ open pit mining with a CIL system on a 365 day per year, 24 hour per day basis. The CIL circuit will use crushed ROM material at a nominal size of approximately 1/2 inch. Crushed material will advance to a ball mill, where lime will be added to control pH levels in the CIL circuit.

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A pre-leach thickener will then be used to thicken the ground material and flocculant will be added to improve settling rates. The thickener underflow will then be pumped to a series of CIL tanks in which the slurry flows sequentially. As gold is extracted via cyanidation, it is quickly adsorbed onto carbon. Carbon will flow counter-current to the slurry and be recovered in the first tank. The loaded carbon will then be treated with an acid wash to remove any deposits and will be pumped to an elution column. A stripping solution strips gold off the loaded carbon. The pregnant solution will be pumped to the electrowinning process and the precious metal cathodes are smelted into dore bars.

A regeneration kiln is used for the reactivation of barren carbon from the elution column. This reactivated carbon is pumped back into the last CIL tank. Fresh carbon may be added to the regeneration kiln as well. Tailings from the CIL tanks are pumped to a thickener and are properly stored.

Third Party Processing

Until the Company's Lone Tree Autoclave is operational the Company will utilize a third party autoclave facility. The third party autoclave circuit processes 4 - 5 million tons per year and consists of primary crushing, two parallel semi-autogenous grinding (SAG) Mill-Ball Mill grinding circuits with pebble crushing, five parallel autoclaves capable of acid pressure oxidation (POX) and three of which are capable of alkaline POX, two parallel calcium thiosulphate (CaTS) leaching circuits with resin-in-leach (RIL), electrowinning for gold recovery, and a refinery producing doré bullion from both autoclave and roaster circuits.

Gold recovery estimates are based on both testwork and operational history with curves utilized for both depending on operating strategy and ore characteristics.

Lone Tree Pressure Oxidation Facility

i-80 Gold plans to process single refractory mineralization from Granite Creek at their Lone Tree Mill in a hub and spoke arrangement upon completion of a refurbishment of the facility.


Infrastructure, Permitting and Compliance Activities
Project Infrastructure

The Granite Creek mine is a past operating mine, and as such, has a large portion of the necessary infrastructure in place. Existing infrastructure at the Granite Creek Property includes an office building, dry and warehouse facilities, a small shop facility and a lined stockpile area on the surface. Landline telephone and digital subscriber line service are available at the Project site. Cellular phone service is also available, but is dependent on the strength of receiving antennas, topography, and lines of sight. A fiber optic line provides wifi throughout surface infrastructure and key areas of the underground to support phone, radio, and process control instrumentation. The metallurgical laboratory is still on the project site, although the analytical equipment has been removed. Within the lab are offices, a wet lab, sample preparation and a fire assay area. In addition, there is a fully functional and operating truck scale adjacent to the office facility, which was used to weigh trucks when the underground material was toll treated by a third-party mill.

A paved county road (number 789) leads to the edge of the property with a short gravel section, less than one mile from the existing Granite Creek office building. A complete well maintained road system allows access to the historic open pits and underground mine in the CX Pit.

Six deep dewatering wells were drilled and cased at the property, four of which are currently being operated. Water from the dewatering system is discharged to one of two RIBs on the east side of the county road. There is also a process water well, which feeds a process water tank and distribution system.

Electrical infrastructure suitable for mine operations is installed. A 120 kV line feeds the mine-owned transformer, which is further stepped down to 13.8 kV, with available power estimated at 2 MW. Power to the underground operations is supplied at 480 V. There is a small transformer at the mine portal. All power lines to the underground mine and dewatering system are above ground and mounted on poles.

Over 9,000 feet of underground workings have been completed at the property. The mine is accessed through either of two portals, and dual egress has been established for most areas of the mine. Where dual egress is not possible, rescue chambers have been installed. Equipment is repaired in an underground mine shop. Air doors and a ventilation fan provide required air supply to the workings in compliance with Mine Safety and Health Administration standards.
Water Management

To manage excess water at the project site, the Granite Creek Project has four permitted RIBs. These are closed basins surrounded by a berm, which allow for the infiltration of excess mine water. Two RIBs and associated pipelines have been constructed at the property. A total of four RIBs are permitted for the infiltration of 6,900 gallons per minute ("gpm") of water. This capacity can be used to dewater the pits, and will likely be sufficient for any reasonable scenario for underground dewatering at the Granite Creek Project. The authors suggested that, prior to anticipated demand, two more RIBs should be constructed.

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There are many prior hydrogeologic studies of the Granite Creek site, and a long history of pit and underground dewatering. This experience has shown that the aquifers appear to be fairly low-yield with compartmentalized stored water and a relatively modest steady state inflow rate. There also appears to be an unconductive fault between the MAG and CX pit which limits flow between these nearby areas. This is observed by the fact that the water level in the MAG pit lake is higher than the water level in the CX pit and underground workings. In other words, pumping CX dry has not dried up MAG.

The proposed mine plan contemplates starting with the B and CX pits, with mining of the Mag pit scheduled to start in Year Three. Operations will need to manage the RIBs in such a way that the MAG pit can be dewatered prior to mining while maintaining a maximum water disposal rate of 6,900 gpm.

The RIBs still require some development. The Corporation committed to regulators that it would construct a RIB surge pond to remove sediments and stabilize flow, and that it would conduct an arsenic attenuation study. However, in lieu of the study, and with communication with the regulators, the Corporation has constructed a water treatment plant.

Environmental Permitting Requirements

Active Permits

The permits listed below allow for the current ongoing underground operation at Granite Creek. Major permit revisions, as well as additional permits, will be required for the proposed plan of operations outlined in the technical report.

The National Environmental Policy Act (NEPA) is likely the largest single permitting hurdle that the project will face. The NEPA process is required when disturbances are anticipated to take place on federal lands and non-patented mining claims. It is reasonable to expect that this NEPA permitting effort will require the completion of an Environmental Impact Statement (EIS) through the BLM. State permits are required for air quality protection, groundwater protection, surface water protection, and water rights.

As of the date of this Annual Report, the major active permits held by Osgood LLC are presented in the table below. These permits do not permit on-site mineral processing, nor the large-scale storage of mine waste.

Granite Creek Project – Active Permits

Permit Name Agency Permit Number
Plan of Operations Granite Creek Mine Project BLM NVN-064101
Class II Air Quality Operating Permit NDEP-BAPC AP1041-3086.02
Mercury Operating Permit to Construct NDEP-BAPC MOPTC AP1041-3089 (De Minimis)
Water Pollution Control Permit - Rapid Infiltration Basins NDEP-BMRR NEV2005102
Water Pollution Control Permit - Granite Creek Mine NDEP-BMRR NEV2005103
Mine Reclamation Permit NDEP-BMRR 47
Granite Creek UG Mine Reclamation Permit NDEP-BMRR 242
Mining Stormwater General Permit NDEP-BWPC NVR300000: MSW-42365
Onsite Sewage Disposal System NDEP-BWPC GNEVOSDS09S0177
Hazardous Materials Storage Permit Nevada State Fire Marshal 12441012106
Waters of the United States Jurisdictional Determination USACE Request for Approved Jurisdictional Determination (AJD) submitted to USACE November 2022

The project site has full water rights for Granite Creek, the largest drainage that crosses the property. Granite Creek is an ephemeral drainage that is captured upgradient from the CX pit and conveyed in a pipeline to the channel downgradient from the open pits, which then flows between the RIBs. This water right is useful because if operations require it, this water can be managed at the discretion of the project.

Economic Analysis

Granite Creek Open Pit

GRE performed an economic analysis of the project by building an economic model based on the following assumptions:

•Federal corporate income tax rate of 21%
•Nevada taxes:
◦Proceeds of Minerals Tax – variable, with a maximum of 5% of Net Proceeds
◦Property tax – 2.5605%
◦Nevada gold and silver mine royalty – variable, with a maximum of 1.1% of gross revenue
◦Nevada Commerce tax of 0.051% on revenues greater than $4 million.
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•Sales and use taxes are not included in the model
•Equipment depreciated over a straight 7 or 15 years and has no salvage value at the end of mine life
•Loss carried forward
•Depletion allowance, lesser of 15% of net revenue or 50% of operating costs
•Gold price of $2,175 per troy ounce
•Gold recovery calculated per block as detailed in Section 13
•Royalties on individual claims calculated by block, ranging from 0.02% to 7.5%, averaging 5.7%. There also is a 10% royalty applied to net profit.

After analyzing the economic results of all cases considered, GRE selected the CIL only case with 0.85 g/t high grade cutoff, contractor operation, conventional tailings, and 133-tonne haul trucks and 21.9-tonne loaders as the base case as it results in the best overall economic results.

The economic model assumes a 1-year construction period. The time for permitting has not been included in the economic model, but the permitting for the open pit mine is likely to take three to five years and occur during the underground mining portion of the project.

Open Pit Mine Financial Statistics
After Tax Economic Measure
Value
Gold price (US$/oz) $2,175
Silver price (US$/oz) $27.25
Mine life (years) 10
Average mineralized mining rate (tons/day) 11,023
Average mineralized mining rate (tonnes/day)
 10,000
Average grade (oz/t Au) 0.036
Average grade (g/t Au)
 1.25
Average gold recovery (CIL %)
 86.6%
Average annual gold production (koz) 110
Total recovered gold (koz) 1,120
Initial Capital (Millions)
 $234.0
Sustaining capital (M$) $30.3
All-in Sustaining Cost ($/oz Au produced)
$1,227.4
Cash Cost ($/oz Au produced)
$1,180.5
After Tax NPV@5% (millions)
 $417.2
After Tax IRR
 28.7%

Underground Mine Financial Statistics
After Tax Economic Measure With Inferred Without Inferred
Gold price (US$/oz) $2,175
Silver price (US$/oz) $27.25
Mine life (years) 8
Average mineralized mining rate (tons/day) 435 225
Average mineralized mining rate (tonnes/day)
 395 204
Average grade (oz/t Au) 0.339 0.292
Average grade (g/t Au)
 11.6 10
Average gold recovery (autoclave %) 78% 78%
Average annual gold production (koz) 52 23
Total recovered gold (koz) 418 186
Sustaining capital (M$) $88.8 $88.8
Cash cost (US$/oz) 1
 $1,366 $1,699
All-in sustaining cost (US$/oz) 1,2
 $1,597 $2,217
Project after-tax NPV5% (M$)
 $155 ($30)
Project after-tax NPV8% (M$)
 $135 ($33)
Project after-tax IRR 84% -12.7%
1.Net of byproduct sales;
2.Excluding income taxes, resource conversion drilling, corporate G&A, corporate taxes and interest on debt;
3.Profitability index (PI), is the ratio of payoff to investment of a proposed project. It is a useful tool for ranking projects because it allows you to quantify the amount of value created per unit of investment. A profitability index of 1 indicates breakeven;
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4.This IA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the IA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability;
5.Inferred mineral resources constitute 50% of mass and 56% of gold ounces of all mineral resources. The “Without Inferred” statistics presented are a gross factorization of the mine plan without any redesign of mine excavations or recalculation of productivities and costs. Capital costs are the same for the “With Inferred” and “Without Inferred” scenarios. The “Without Inferred” scenario is presented solely to illustrate the project’s dependence on inferred mineral resources;
6.The financial analysis contains certain information that may constitute "forward-looking information" under applicable Canadian and United States securities regulations. Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in Premier's annual information form under the heading "Risk Factors". There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this Presentation is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Premier disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Mineral Resources Comparison

For the year ended December 31, 2023, the Company was not subject to S-K 1300, and reported its mineral reserve and resources in accordance with NI 43-101.

The comparison of the Mineral Resources as of December 31, 2023 and December 31, 2024 can be found in the table below. In 2024 the total tonnes and ounces in the Granite Creek Open Pit increased in all categories due to a new resource estimate which used a higher gold price and lower cut-off grade than the previous estimate.

In 2024 the total tonnes and ounces in the Granite Creek Underground decreased in the measured category, but increased in the indicated and inferred categories. This increase in indicated and inferred and decrease in measured are both due to a new resource estimate which used different estimation methods than the previous resource estimate. In addition, the new resource estimate contained new drilling conducted by i-80 Gold since the publication of the previous resource estimate.

December 31, 2024 December 31, 2023 Percent Difference
Category Ounces
Gold		 Ounces
Silver		 Ounces
Gold		 Ounces
Silver		 Gold Silver
Granite Creek Underground - Measure 37 0 156 0 (76)% —%
Granite Creek Underground - Indicated 224 0 181 0 24% —%
Granite Creek Underground - Inferred 326 0 319 0 2% —%
Granite Creek Open PIt - Measured 1066 0 988 0 8% —%
Granite Creek Open PIt - Indicated 369 0 304 0 21% —%
Granite Creek Open Pit - Inferred 75 0 62 0 21% —%

Net Book Value

The net book value of Granite Creek and its associated plant, equipment and mineral interests was approximately $93.5 million as of December 31, 2024.


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Lone Tree Project

Property Description, location and access

Property Description

The Lone Tree project (the "Lone Tree Project") was acquired on October 14, 2021, by i-80 Gold Corp. ("i-80") from Nevada Gold Mines LLC ("NGM"). NGM is a joint venture in respect of the Lone Tree mineral deposit located in Nevada, U.S.A., between Newmont Mining Corporation ("Newmont") and Barrick Gold Corporation ("Barrick").

Resource expansion potential exists down-plunge of the main Lone Tree deposit and in the unmined Sequoia zone discovery where previous drilling returned multiple wide, high-grade, intercepts. The Lone Tree Report focuses only on the Lone Tree mine properties (the "Lone Tree Properties").

The Location and Means of Access

The Lone Tree mine project is approximately 30 miles east of Winnemucca, Nevada, and 20 miles northwest of Battle Mountain, Nevada at 40° 50' 19" N, 117° 12' 37" W. The land package includes the process area, the Lone Tree Pit, and the Buffalo Mountain Property. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, and heap leach facility.

The mine office is accessible from Interstate 80 by a paved highway.


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The site of the Lone Tree Project has an autoclave and flotation mill, which as of the date of this Lone Tree Report, are on care and maintenance. The list of processing plants includes the following facilities:

•Lone Tree Autoclave, which processes higher-grade refractory ore.
•Lone Tree Flotation Plant, which processes lower-grade refractory ore.
•Lone Tree leach pad (Phases 1-4), which treats oxide ore in a cyanide heap-leach process.
•Lone Tree leach pad (Phase 5), which treats oxide ore in a cyanide heap-leach process.
•Lone Tree leach pad (Phase 6), which treats oxide ore in a cyanide heap-leach process.

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The climate is cold and semi-arid, typical of eastern Nevada.
Title to or Interest
The Lone Tree Properties include interests in fee lands, mineral rights in fee lands, patented mining claims, and unpatented mining claims which are leased or owned by the Corporation through its subsidiary Goldcorp Dee LLC. i-80 has been informed by the Clerk of the Eleventh Judicial District Court, Humboldt County, Nevada that there are no pending actions which relate to the Lone Tree Properties in which i-80, its subsidiaries, or NGM are named as parties.
Permits/Licenses

Several permits are in place at the Lone Tree Project, including permits from the BLM and the Nevada Division of Environmental Protection, and numerous minor permits and licenses. No major environmental study has been conducted by i-80 to address various liabilities including dewatering.

Environmental Liabilities

Reclamation activities from past mining and processing at the Lone Tree project are ongoing. A reclamation cost estimate prepared in March 2022 estimated cost to close and reclaim the project is $87 M. This amount includes closure of all permitted mining and exploration disturbance at the project and is calculated using standardized reclamation cost estimators

History
In the early days the Lone Tree area was explored for copper, but no significant resources were discovered. The initial discovery hole at Lone Tree was drilled in July 1989 by Cordex Exploration Co. ("Cordex") on the southern extension of what was to become the Lone Tree gold deposit. This southern portion of the deposit was referred to as the Stonehouse deposit. Santa Fe Pacific Gold ("Santa Fe") discovered the main part of the Lone Tree deposit in the pediment on the west flank of the hill in 1989 and acquired the Stonehouse portion of the deposit from Cordex. Newmont acquired the deposit from Santa Fe through a merger and began operations in 1991, continuing mining operations until 2006. Operations were discontinued in 2006 due to the increased production costs, largely resulting from the influx of groundwater into the deepening pit. The pit was allowed to flood which created a lake within the pit. Approximately 4.6 million ounces of gold were produced from the Lone Tree mine and approximately 5.2 million ounces of gold were produced at the Lone Tree processing facilities during this time.
Mining on the Brooks deposit, which lies to the southwest of the main Lone Tree pit, was conducted in 2015-2019. Approximately 52,000 ounces were placed on the heap leach pad and residual leaching is ongoing. Residual leaching and ongoing reclamation activities from the Lone Tree mine continued until 2007. In July 2019 the non-operating Lone Tree project became part of NGM, and i-80 then, through its subsidiary Goldcorp Dee LLC, acquired the Lone Tree property and processing facilities from NGM on October 14, 2021.
Geological Setting, Mineralization and Deposit Types
Mineralization is structurally controlled within three Paleozoic rock sequences at the Lone Tree deposit. The oldest of these three is the Valmy Formation which is unconformably overlain by rocks of the Pennsylvanian Antler Sequence of the Battle and Edna Mountain Formations. The Pennsylvanian-Permian Havallah sequence rocks were thrust over the Antler Sequence rocks in the mine area. The Havallah Sequence is dominated by siltstones, chert and basalts with lesser sandstones and conglomerates. Amongst the three mineralized Paleozoic sequences, Antler Sequence rocks appear to have been preferentially mineralized within the structural zones.
Out of three principal mineralized zones namely the Wayne Zone, the Sequoia Zone, and the Antler High Zone, the Wayne zone is the most preferred zone with higher amount of mineralized material. The main structural component of the Wayne zone is the north-sound trending Powerline Fault. While the pit bottom is currently under water, the footwall of the Powerline fault seems to be exposed on the east wall of the Lone Tree mine.
Regional Geology

The Lone Tree deposit occurs in Humboldt County, Nevada, within the Basin and Range physiographic province, in the northern part of the Battle Mountain mining district. The Battle Mountain mining district is dominated by Late Cretaceous and Eocene age magmatism with a variety of ore deposit types including porphyry Cu-Au, porphyry Mo, skarn, distal disseminated +/- Carlin-type deposits. A number of Cu-Mo porphyry along with sedimentary rock-hosted gold deposits, such as Lone Tree, Buffalo Valley, Marigold, North Peak, and Trenton Canyon, have been classified as distal disseminated and Carlin-type deposits and Au-skarn deposits, such as those at Buckingham, Copper Canyon, Copper basin, and Elder Creek. Au/Ag ratios are consistent with most other Carlin-type deposits, although the lower ratios of some ores overlap with the distal-disseminated Au-Ag deposits such as Lone Tree, Nevada.

The high Au/Ag ratios and lack of base metals have been used to differentiate Carlin-type Deposits from other sedimentary rock-hosted deposits in northern Nevada such as Lone Tree, Nevada, which are classified as pluton-related or distal-disseminated Ag- Au.

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Regional tectonic activities in northern Nevada, occurred over a period of two billion years starting with Precambrian rocks occurring in the East Humboldt. Paleozoic rocks in this region generally comprise four distinct tectonostratigraphic assemblages:

•Cambrian-Ordovician miogeoclinal carbonate shelf-slope rocks identified through deep drilling in the district but not exposed at the surface.
•Ordovician-Mississippian eugeoclinal siliciclastic rocks of the Roberts Mountain allochthon, including the Valmy Formation.
•Autochthonous Pennsylvanian to Permian shallow-water facies of the Antler overlap sequence.
•Mississippian to Permian deep-water siliciclastic rocks and basalts of the Golconda allochthon, which were thrust on top of the Antler overlap sequence by the Golconda thrust during the Permian-Triassic Sonoma orogeny (Theodore, 2000), constituting the Havallah sequence; many of the clastic constituents of these rocks appear to be sourced from the Antler highlands.

Gold deposits are hosted in a variable stratigraphic package of Ordovician through lower Mississippian shallow-water rocks that have been overthrust by deep-water, siliciclastic allochthonous rocks along the Roberts Mountains Thrust during the late Devonian to Early Mississippian Antler orogeny. Subsequent orogenic shortening during the Pennsylvanian and Permian (Humboldt disturbance), Early Triassic (Sonoma orogeny), Middle Jurassic (Elko orogeny) and Early Cretaceous (Sevier orogeny) have reactivated earlier basement and Antler-related faults. The sedimentary rocks are intruded or unconformably overlain by igneous rocks of three magmatic episodes: Cretaceous, Eocene, and Miocene age.

The current regional physiography is the result of extensional tectonics during the Tertiary. High angle faults formed during this period are interpreted as the main pathways for ore forming fluids. Economic concentrations of gold typically occur near the intersections of northeast and north-south faults, along the margins of intrusive bodies, or at contacts between siliceous and carbonate lithologies. Geochemical enrichment in trace elements such as silver, arsenic, antimony, mercury, and thallium are common to nearly all trend deposits.

Local Geology & Mineralization

Mineralization is hosted within structures which crosscut all three Paleozoic rock sequences present in the mine area. The oldest of these three sequences is the Ordovician Valmy Formation, which is a part of the Roberts Mountain Allochthon.

In the mine area, the Valmy consists primarily of quartzite, with lesser amounts of chert, argillite, and minor basalt. The Valmy rocks are unconformably overlain by rocks of the Pennsylvanian Antler Sequence, which belong to the Battle and Edna Mountain Formations. The Edna Mountain Formation at Lone Tree is typified by a sandy siltstone unit grading downward into a lithic sandstone unit. The Battle Formation is observed as a poorly sorted cobble conglomerate of varying thickness. A thin calcareous sandstone tentatively identified as a lateral equivalent of the Antler Formation rocks present at the Marigold Mine has been encountered in drill holes on the southeastern margin of the mine area. Rocks of the Pennsylvanian-Permian Havallah sequence were thrust over the Antler Sequence rocks in the mine area during the Sonoma Orogeny. The Havallah Sequence at Lone Tree encompasses several rock types within at least three packages, but is dominated by siltstones, chert and basalts with lesser sandstones and conglomerates. Although gold mineralization is present in all three Paleozoic sequences, Antler Sequence rocks appear to have been preferentially mineralized within the structural zones. Alluvial cover over the deposit ranges from a minimum of two feet to a maximum in excess of 400 feet. Bedrock has been sharply down-dropped to the north and to the southeast by post-mineral faulting, creating alluvium-filled basins in excess of 1,000 feet deep.

Three principal mineralized structural zones and at least one lesser zone is currently recognized. The three principal structural zones are known as the Wayne Zone, the Sequoia Zone, and the Antler High Zone. The most significant of the three major zones, in terms of known strike length as well as contained tons and ounces, is known as the Wayne Zone. The Wayne Zone encompasses more than fifty percent of the contained tons and ounces within the overall deposit. The most widely recognized of the lesser zones is known as the Chaotic Zone, aptly named for the structural complexity associated with it.

The Wayne Zone has been described as a system of relatively narrow north-northwest and north-northeast trending faults forming an anastomosing complex of brittle shears enveloping rhomboid blocks of relatively competent but highly fractured domains of lesser strain. With few exceptions, ore-grade mineralization does not extend along the north-northeast and north-northwest faults beyond the margins of the Wayne Zone. Detailed examination of blast hole data clearly demonstrates a "zig-zag" pattern of mineralization within the principal component structure of the Wayne Zone, known as the Powerline Fault. Higher gold grades within the Powerline Fault are commonly associated with the hanging wall and footwall margins of the fault, which averages 50 feet in width.

The Powerline fault zone is a North - South trending high angle fault zone, extends at least 2,500 m along strike. Mineralization is truncated to the north by the NE trending Poplar Fault. Mineralization in the Wayne Zone is hosted in all three rock packages (Valmy, Antler, Havallah) as breccia within the complex structure.

The southern zones of mineralization (Sequoia, Antler High zones) are primarily hosted in the Edna Mtn. Fm. of the Antler sequence. This mineralization is a combination of structural (Sequoia Fault) and stratiform control. Gold is primarily hosted in arsenopyrite rather than arsenian pyrite found in most Carlin-type systems. Lone Tree has always been considered a horst block cored by the Valmy Fm. siliciclastic sediments with the Powerline Fault on west side and Sequoia Fault on east side being the main controls to mineralization.

Mineralization is hosted both within the fault plane itself, and within the highly shattered rocks of the adjacent hanging wall block. The age of the Redwood Fault is not known, but certain evidence suggests that it pre-dates the Sonoma Orogeny.

Mineralized structures have been identified in the hanging wall of the Wayne Zone, and within the footwall of both the Wayne Zone and the Sequoia Zone. Many structures controlling gold mineralization are moderate to high angle, west- or east-dipping normal faults or fractures.
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Some lower-angle mineralized structures, which are thought to have been re-activated during extension, have been noted. As within the Wayne Zone, mineralization most often occurs at the intersection of NNW and NNE-trending faults of varying dip angles. Strike-slip or oblique-slip motion has been noted on some structures, although kinematic indicators are essentially non-existent in the highly silicified, brittle rocks of the Edna Mountain Formation, or in the Valmy quartzite.

A principal characteristic of the Lone Tree deposit is the spatial coincidence of several structurally controlled episodes of mineralization. Hydrothermal breccias, with as much as 25% matrix expansion, host a significant portion of the gold mineralization. High grade ore occurs at fault or fracture intersections, or at jogs in the faults, which form dilatant zones.

Silicified, multiple phase breccias have been noted along the margins of the principle mineralized zones. These appear to be early, and in general, are lower in grade. Later tectonic breccias have been superposed on the hydrothermal breccias. The most recent structures tend to be milled-breccia post-mineral faults and shears, which often possess >50% clay gouge, and display a crude lamination produced by streaks of iron oxide, pyrite, or angular clasts. Reactivation of high-angle faults is demonstrated by barren, vuggy silica-cemented structures overprinting similarly oriented mineralized zones.

Mineralization is also known to occur in crackle breccias within the more brittle rocks of the Edna Mountain and Valmy Formations, which are crosscut by the Wayne Zone. Zones of intense micro-fracturing noted in the highly silicified Edna Mountain rocks are the closest approximation to "classical" disseminated mineralization yet noted at Lone Tree.

Numerous cross-structures have been identified at Lone Tree. Significant gold mineralization has not been observed in association with any of these structures. The Wayne Zone is cut on the north by a major northeast-trending fault zone known as the Poplar Fault zone. While the Wayne Zone as a structural zone does not appear to be terminated by the Poplar Fault zone, down drop of the bedrock surface, thinning of the mineralized faults, and decreased grade all currently limit the economic potential of the Wayne Zone north of the Poplar. Other northeast-trending faults, such as the Willow Fault in Section 11, have significant effects on the mineralization even though they do not offset the Wayne Zone.

A west-northwest-trending zone of southerly dipping normal faults known as the Pinon Fault zone truncates Lone Tree Hill to the south and is associated with a change in the strike direction of the Wayne Zone at that location. At the extreme southern end of the known mineralization, the Wayne Zone and Sequoia Fault converge. Drilling has identified at least one major northeast-trending structural zone in this area which appears to have some effect on mineralization.

As a result of the fact that the Lone Tree deposit occurs at the margin of a bedrock block essentially surrounded by alluvium, the relationship of the deposit to regional structure is not well understood. It has been speculated that the deposit may have formed in response to strike-slip and normal faulting related to regional wrench faulting. An alternate hypothesis suggests that the faults which control and host mineralization at Lone Tree may be dominantly extensional in nature, with little relationship to strike-slip and wrench faults. The age of the mineralization and of the faults is not known, although it is clear that numerous episodes of fault movement have occurred at the Lone Tree Properties.

The principal alteration process associated with gold mineralization at Lone Tree is potassic alteration. Other alteration types noted in the mine area are argillization, silicification, propylitization, and skarnification. A general progression from oxidized argillic alteration in the Havallah sediments down into unoxidized argillization, silicification and potassic alteration in the Antler and Valmy rocks has been noted. Alteration assemblages are commonly mixed within the fault zones as a result of the structural control of mineralization. Pervasive pre-mineral silicification is common in portions of the Havallah Sequence, and throughout most of the Antler Sequence rocks at Lone Tree Mine.

Gold mineralization occurs as sub-micron sized inclusions within a distinct generation of very fine-grained pyrite and arsenopyrite in the sulfide zone. Evidence gathered to date suggests that the main gold deposition event occurred in a temperature range of 200o to 450o (epithermal to mesothermal). The ore mineralogy shows evidence of two overprinted assemblages reflecting at least two hydrothermal episodes at Lone Tree Properties. Partial oxidation of the main stage mineralization occurred prior to a later, epithermal event characterized by open-space filling textures and weakly auriferous pyrite and marcasite. In the oxidized portions of the deposit, and particularly in the Havallah rocks, gold occurs as micron-sized particles in goethite and limonite. Post-mineral oxidation extends as much as 700 feet down major structures such as the Wayne Zone. No supergene effects or gold remobilization have been proven or documented at the Lone Tree Properties.

Deposit Types

The Lone Tree deposit is characterized as a pluton-related or distal-disseminated Ag- Au deposit. The Lone Tree deposit among others in the Battle Mountain district appears to be related genetically to porphyry systems, even though many deposits do not contain obvious near-surface features that would indicate this connection, mainly because the gold-silver mineralization in these deposits may be over one km away from the causative intrusions. This is why the deposit has been characterized as both "distal disseminated" (to intrusive center). Due to complex tectonic and extension in the region, the mineralization in these deposit types may have substantially different geometric relations to the intrusive centers and hosted in different stratigraphic horizons. The mineralization at Lone Tree occurs in intensely fractured three stratigraphic horizons which is similar in other deposits in the region; however, it is not the same in all deposits.

Gold is associated with low Ag:Au (<2:1), As, Sb, Hg and Tl as well as elevated Bi, Mo and W. Gold is hosted in arsenopyrite indicating higher temperatures of ore formation in comparison to typical Carlin-type deposits where gold is hosted in arsenian pyrite.

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Exploration
Exploration History

Prospecting around Lone Tree Hill is believed to have started in the middle 1860's when the construction of the Central Pacific portion of the Transcontinental Railroad started about 3 kilometers northeast of the Lone Tree Properties. Sporadic exploration activities continued for copper and gold without much success until Duval Corp and Bear Creek explored the area in 1960's and 1970's for porphyry copper. These exploration activities aided in the discovery of low-grade gold mineralization in the area.

Exploration activities in the 1980s by Nerco, Freeport and several Canadian junior companies yielded intercepts of narrow, fracture filled gold mineralization. In 1989 Cordex and Santa Fe formed a joint venture for exploration of the Lone Tree deposit resulting in a discovery of substantial gold mineralization about 1 km from Lone Tree Hill. Subsequently, 12 additional holes were drilled and a north-south fault system controlling mineralization was discovered. The first gold was poured in 1991.

Later, Newmont acquired the deposit from Santa Fe through a merger and began operations in 1991. Newmont completed mining operations in 2006. Residual leaching and ongoing reclamation activities continued until 2007. In July 2019 the non-operating Lone Tree Project became part of NGM, a joint venture between Barrick and Newmont.

Recent Exploration Drilling

In 2020, a drill-hole (LTE-20001) was drilled on the West side of the mine which tested for the existence of the Comus Formation below the Lone Tree mine. The Comus Formation is significant because it is the host rock for the Turquoise Ridge, Twin Creeks, and Granite Creek Mines. Four zones of mineralization were encountered:

1.Upper zone of 10.7m @ 4.49 g/t above a QFP dike on the contact of the Havallah Fm. and Edna Mtn Fm. The Upper zones of mineralization are consistent with stratiform mineralization identified in wide spaced drilling through the hanging wall to the Powerline Fault; this zone is open in three directions.
2.Zone along the contact of Edna sandstone and Valmy quartzite (7.6m @ 6.04 g/t including 1.5m @ 13.5 g/t).
3.Zone of sulfide breccia in Valmy quartzite (38.1m @ 2.15 g/t w/ grades up to 18.95 g/t Au).
4.Lower zone of mineralization hosted within a QFP dike with sooty pyrite on fractures and in the groundmass of the intrusive (40.3m @ 1.22 g/t).

The Lower Plate Ord. Comus Fm was intercepted at 1155 m (3790'). The Comus is characterized by strong calc-silicate hornfels intruded by fine grained diabase sills.

A narrow zone of mineralization was encountered down dip on the Powerline Fault in the Comus Fm. (3.0m @ 1.84 g/t). Additional drilling is warranted to vector from the strong calc-silicate alteration to intersect ore controlling structures in more reactive host rocks.

Drilling

Between 1980 and 2015 a total of 1,904 drillholes, summarized in a table below, were completed in and around the Lone Tree mine. For the purposes of this resource estimate only 1,840 of these drill holes are utilized.

Hole Type Number Drill Holes Total Footage
Unknown 241 197,561
CORE 108 66,263
CORE; RC 176 139,912
RC 1,379 865,613

Rotary Drilling

Historic drilling included rotary drilling starting in 1980. Samples were typically collected at the drill site after traversing through a rotary wet splitter attached to the return air hose. Most splitters allow for sample size changes by blocking some of the internal rotating vane chambers, thus causing sample material excess to be discarded. The normal sample interval is every five feet, with dry sample weights ranging from 5 to 20 pounds.

Rotary air samples are normally produced by either a down hole percussion hammer bit or a rotary tricone roller bit, with the sample traversing from the bit face up the annulus between the bit and sub or hammer assembly, then into an opening into the drill pipe (interchange) center tube and then up to the surface. In the past ten years more use has been made of drill bits that direct the sample into the center tube through an opening in the drill bit face.

Typically, the sample bag (13" by 26" Tyvek 1680 series porous fabric) is clamped on the splitter outlet. Note that early (circa mid 1980's) rotary air sampling may have been accomplished in dry conditions using non-porous plastic bags.

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Drilling technique for the last twelve years includes clearing the bottom of the hole after every rod change and before the next sample chips are collected and washing the splitter if any material is noted sticking to the sampling surfaces.

Some early rotary holes were drilled using the conventional air circulation method wherein the sample returned in the annulus between the drill pipe and rock.

Rotary mud drilling includes conventional water-based mud systems in which the sample chips return up the annulus between the drill string and the rock suspended in a 'mud' solution. At the surface, the liquid either runs through a settling trough, and the chips manually scooped out of the trough into bags or is directed over a vibrating screen which allows the fluid to fall drain off while the chips progress into a random vane stationary ('pinball') splitter and then into sample bags.

Reverse Circulation Drilling

The Lone Tree Project followed a standard procedure for Reverse Circulation (RC) drilling executed by a responsible party.

1.Samples are collected by the drill contractors through a rotating splitter attached to the drill rig by the drilling contractor.
2.Samples are collected in five-foot intervals and chip trays are simultaneously filled for later geologic interpretation by the drilling contractor.
3.Nominal sample weight is between 8 and 12 pounds as collected by the drilling contractor.
4.Samples are collected in micro-pore bags to minimize loss of the fine fraction of sample. These bags are provided to the drill contractor by the Newmont drill services department. Bags are tagged with a bar code to track status and for ease of processing and marked with the hole number and sample footage interval for the lab and the project geologist by the drilling contractor.
5.Problems with sample contamination in the rotating splitter (cyclone) are minimized by the strict practice of cleaning the inside of the cyclone regularly by the drilling contractor.
6.All drilling problems, including lost circulation, poor sample recovery, high water flow is discussed with the project geologist and drilling services and remedied, if possible, by the drilling contractor.
7.Samples are prepared for shipment to the assay lab by being placed in multi-sample bins by the drilling contractor.
8.The geologist consults historic data and elects an assay procedure that is appropriate for the style of mineralization (e.g., whether there is a coarse gold issue or "nugget", and what is the nature of the gold mineralization and gold digestion techniques) by the Lone Tree Complex Geology.
9.The geologist completes the sample submittal with all necessary analytical requests, assay packages and submitted quality-check standards (blanks) by the Lone Tree Complex Geology.
10.The geologist notifies the accredited assay lab to request a sample pick-up.
11.Assay results are relayed to the database department and to the project geologist upon completion.
12.Sample pulps and coarse rejects are temporarily stored at the assay lab and then returned for storage at the Twin Creeks warehouse or the Winnemucca hangar - independent assay lab by Newmont drill services.
13.Significant drill intercepts or intercepts that appear anomalously low are often reanalyzed at a different lab as a quality control and verification measure as determined by Lone Tree Complex Geology.
14.Hard copies of the assay results are filed with the completed geology log for the respective hole in the geology logging facility at the Lone Tree offices by the Lone Tree Complex Geology.
15.Assay data are computerized and available for extraction by Database management.

Core Drilling

The following procedure pertains to core drilling and sampling at the Lone Tree Properties:

1.Core is cut by the contractor by a diamond bit in 5 to 10-foot runs. The standard diameter for exploration drilling is HQ, 2 ¾-inch diameter.
2.Samples are laid in boxes containing approximately 10-foot capacities by the drilling contractor.
3.Records are maintained concerning core recovery, run length, core loss, rig time and hole conditioning, and drilling contractor.
4.Blocks are placed in the boxes which mark the end of a core run and record the length of the run and the length of the core recovered by the drilling contractor.
5.All drilling problems, including lost circulation, poor sample recovery, high water flow is discussed with the project geologist and drilling services and remedied, if possible, by the drilling contractor.
6.Any core loss is treated as serious and the proper remedies including fluid modification are implemented by the contractors and the drill services representative by the drilling contractor and Newmont drill services.
7.Boxes are stacked when filled and taken by geology to the logging facility by Lone Tree Complex Geology.
8.Core is washed (minimally) and logged for detailed geologic interpretation. Geotechnical logging is done at the same time as the geology. Core loss is noted on the log by Lone Tree Complex Geology.
9.Sample intervals are marked out in the boxes with aluminum tags for later core cutting/sampling. Sample breaks are based on the geologist's interpretation and lithology/structure/alteration contacts. In general samples in homogenous intervals are nominally 5 feet in length by Lone Tree Complex Geology.
10.The geologist consults historic data and elects an assay procedure that is appropriate for the style of mineralization (e.g., whether there is a coarse gold issue or "nugget", and what is the nature of the gold mineralization and gold digestion techniques) by Lone Tree Complex Geology.
11.The geologist completes the sample submittal with all necessary analytical requests, assay packages and submitted quality-check standards (blanks) by Lone Tree Complex Geology.
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12.Core is picked up by the drill services group and taken to Twin Creeks mine for cutting and shipment to the assay lab. It is standard procedure to saw the core in half lengthwise and send half to the accredited assay lab and store half in the Twin Creeks warehouse. The geologist can request that the core be cut down a specific "cut line" marked and denoted on the piece of core but this is rare. Whole core (as in the 2003 program) has been sent for assay without cutting in areas where sample integrity must be ensured by drill services.
13.Metallurgical/petrographic/geochemical/density testing may occur at this stage depending on the maturity of the project by Lone Tree Complex Geology, One Tree Process.
14.Remaining half of core is stored in the Twin Creeks warehouse or company-rented hangar in Winnemucca by drill services.
15.Sample pulps and coarse rejects are temporarily stored at the assay lab and then returned for storage at the Twin Creeks warehouse or the Winnemucca hangar by Drill services.
16.Assay results are relayed to the project geologist and the database manager, and a hard copy of the results are filed with the geologic log in the geology logging facilities at the Lone Tree offices by Lone Tree Complex Geology.
17.Significant drill intercepts or intercepts that appear anomalously low may are often reanalyzed at a different lab as a quality control and verification measure by Lone Tree Complex Geology and independent assay lab.
18.Assay data are computerized and available for extraction and geologic modeling-database management, Lone Tree Complex Geology by Proceed to Data Quality Control and Validation Flowsheet.
19.Once core was collected, the footage blocks and cut list were checked for accuracy. The core was then laid out, washed, and logged for lithology, formation, alteration, mineralization, and structural measurements on a standardized Lone Tree Properties log form. Samples were then selected based on geologic changes or approximately every 5 feet in geologically homogenous rock. Samples were marked with aluminum tags. Core was then photographed and processed.

Collar Surveys/Locations

Collar grid coordinates have been determined by optical surveys (1960's through late 1980's), field estimates, Brunton compass and pacing, compass, and string distance, and most recently the use of laser survey or global positioning system measurements. Modern hole locations were transferred electronically to the database and loaded using automated data programs. Hole locations were field checked by Geologists and support staff, plotted on maps, and visually checked for reasonableness in the database.

Drills were oriented on site using a fore and back sight set of survey stakes. Normally these stakes are placed by the geologist using a compass to determine orientation.

Prior to a preliminary economic assessment work is required to better understand the quality and completeness of the drill hole database.

Down-Hole Surveys

Determination of the hole trace has been accomplished historically by projection of the initial collar orientation, using a down-hole single-shot or multi-shot film camera.

Most recent downhole survey practice includes the use of gyroscopic surveys, the results of which are automatically loaded to the drillhole database using a direct import function. Gyroscopic surveys are normally reported at 25-foot intervals. Readings are taken with reference to true north (adjustments for declination are made on-site). Magnetic interference is not generally a problem for most of the drill sites in Nevada. Care is taken to reduce the effects of nearby metal objects when compasses are used for survey tool orientation.

Standard procedure at Lone Tree was to perform a downhole survey on all holes greater than 300 feet in length. In some cases (e.g., important angle holes) shorter holes are surveyed as well. An independent contractor performs the survey. The azimuth of the drilled hole is determined using a correction from magnetic north to true north with a standard Brunton pocket transit/compass. The angle correction used for 2003 was 14.5 degrees west of magnetic north as read on the compass. This correction was standard for the contractors and the geologist lining up the drill rig. The downhole survey is done by lowering a gyro through the intact drilling steel and measuring the deviation of the original angle and the variance of the original azimuth. The survey data was recorded, and the geologist received a hard (paper) copy immediately after the survey. An electronic copy of the data was sent to Newmont data input managers for inclusion in the database. Possible errors were screened by the geologist and the database managers at this stage before the data become final.

Sampling, Analysis and Data Verification

Sampling methodology and security are discussed in Section titled "Drilling" of this Schedule "C", as part of the drilling procedures practiced by Newmont.

Sample Preparation and Analysis

Exploration drill holes were assayed at a variety of accredited laboratories throughout the life of the Lone Tree mine. The most commonly used labs include the internal company labs of Newmont, Santa Fe, and Battle Mountain, as well as Chemex (now "ALS Chemex").

Sample preparation occurs at the analytical laboratories, and techniques vary depending upon laboratory and the type of analysis to be performed. Gold assays are commonly performed by two methods. The first is crushing the entire sample, pulverizing a sample split to minus 100 to 200 mesh, subjecting a 5 to 30 gram split of the pulp to acid or cyanide, and taking readings using an atomic absorption machine. The second method is to pulp the sample, add a lead litharge charge, and fire the sample in a furnace ("fire assay"). The resulting metal bead containing gold is then dissolved in acid and analyzed.
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In general fire assays with an atomic absorption or gravimetric finish were standard using 1-assay ton samples. Fire assay methods account for 99.97% of the 'best assays' reported in the NGM database. Multi-element ICP geochemical analyses were common but not run on every sample. All gold assay certificates, and geochemical reports were copied and filed with the geologic logs. These logs are available for review in the geology logging facilities at the Lone Tree offices.

Multi-elemental analysis contained in the source database includes ICP and wet geochemistry multi-element suites analyzed by commercial laboratories, consisting of several elements determined from one sample, and XRD/XRF semiquantitative X-ray determinations. Most X-ray analyses were accomplished in-house by the Newmont Metallurgical Services Department.

Data Security

Newmont implemented the use of an AcQuire database in 2002 to store all drilling related data including assays. The database is secured by Oracle permissions, user ODBC connections across a Novell Network, and user license permissions and is maintained by designated database managers.

The Newmont Laboratory at Gold Quarry was electronically connected to the AcQuire database, and an automated process transfers data every two hours. Data from the Lone Tree lab (rare) is loaded via the acQuire data input forms.

Outside lab data, primarily from ALS Chemex, was loaded via an AcQuire direct import protocol. The import program also generates the quality control reports for standards and check samples. Data was normally downloaded from a secure ALS Chemex web site. Access to the site was restricted to three Newmont Nevada employees via a username/password scheme. The ALS Chemex internal QA samples and results are available to Newmont data staff. Regular audits were conducted by ALS Chemex at the request of Newmont.

Survey data was loaded via emailed survey certificates. Sample intervals are electronically created via an automated form at the Newmont sample prep facilities. These intervals update the AcQuire Sample table, and contain the sample ID, footages, and sample types.

Collar creation is accomplished via form inputs. Collar creation for surface holes is restricted to data staff. The coordinates and depths are left blank until an (normally) electronic survey is sent via email or placed on the network. Depths are taken from the geologists email, the drill cost report, from the last assay interval, or driller's logs.

Because of the loss of paper copies due to rodent infestation in the storage facility, starting in 2005 the certificates from Chemex have been sent in the form of non-editable, digitally signed, PDF files. These are archived on the network. No certificates are, or have ever been, available from the internal Newmont labs, nor is QA data generally shared.

Data extractions are accomplished either using the AcQuire software interface, or by use of an in-house program. Extractions are normally done by one of the two database administrators.

QA/QC Procedures

Internal check assays are performed at all labs. Pulps are retained for all assays where pulps are returned by the lab. Either pulps or coarse rejects can be re-assayed.

A combination of in-house Standard Reference Material (SRM) and commercially prepared SRM's were used to control assay accuracy. In-house SRMs have been developed over many years, mainly from gold deposits on the Carlin Trend. Commercial SRMs were obtained from Geostats Pty Ltd in Australia. SRMs represent all grade bins; very high-grade, high-grade, medium-grade, and low-grade gold, in oxide and refractory mineralization. Values have been established for the in-house SRMs for gold assays only, using round robin analysis.

Earlier Standard reference materials (SRMs) were submitted at a nominal frequency of one every 60 metres (200 feet), or one SRM for every 40 samples.

Generally, for RC drilling, blanks are inserted at intervals of 15 meters (50 ft) and multiples of 15 meters (50 ft). For core drilling samples, blanks inserted at nominal 60 metres (200 feet) intervals. This results in a frequency of SRM insertion of between 2% to 5%. The actual rate of insertion depends on the time period.

Approximately 5% of the total material is dispatched to umpire laboratories as part of the check assay program. Typical checks will be on pulps and coarse reject samples to test the analytical processes and preparation procedure, respectively. Overall, each sample batch submitted for analysis will contain between three to seven check samples.

Data Verification

The data and information available for the Lone Tree deposit was reviewed by the author of the Lone Tree Report. This includes the topographic data, the drill hole data, the geological interpretation data, the density data, and documents in support of the processes and procedures followed for collection, compilation, storage, security, and quality control. The review concluded that the processes followed for maintaining the quality of the data meets the best practices guidelines as outlined by CIM. The data are adequate for the use in undertaking a mineral resource estimate. The data provided by NGM is suitable to be used as the basis of a mineral resource estimate that can be used in future studies on the Lone Tree Properties.
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Mineral Processing and Metallurgical Testing

Oxide Heap Leach

Newmont did a metallurgical study on ore from the Brooks deposit which was mined and processed between 2015 and 2020. During the ten years of operation prior to the acquisition by i-80, Newmont did not conduct any comprehensive metallurgical studies on ore from the Lone Tree deposit. Since its acquisition in 2021, i-80 has not conducted any metallurgical tests or pilot studies on Lone Tree ore(s).

The remaining mineralization in the Lone Tree deposit is located in extensions of the mineralized zones and structures that were mined and processed by Newmont between 1991 and 2019. Therefore, processing data drawn from historical production reported by Newmont/NGM was used to support the metallurgical performances reported herein.

Most of the remaining mineralization in Lone Tree is expected to be sulfidic and require autoclave pretreatment to facilitate gold leaching. Some low grade oxide and high grade oxide ores are also expected but not valued as significant in this study. The historical and proposed recoveries for each material type are shown in the table below and are expected to prevail in the remaining material.

Recoveries and Material Types or Lone Tree

Mine Definition Process
2005 Actual4 (%)
 Life of Property Actual (%
Proposed Au Recovery1 (%)
Lone Tree High Grade Oxide ore CIP/CIL 94.2 NA 60
Lone Tree High Grade Sulfidic Ore
Autoclave/CIL2
 94.6
93.055%
 94.9
Lone Tree Concentrates Autoclave/CIL 91 NA 93.9
Lone Tree Low Grade Sulfides
Flotation3
 77.52
81.355%
 78.59
Lone Tree Low Grade Oxides Heap Leach NA
816%
 67.3
Lone Tree Leach Grade Sulfides Heap Leach NA NA 63.6
1.Source - Zacarias, P., A., February 28, 2006, 2005 Mineral Resource and Ore Reserve Report as of December 31, 2005, pp65.
2.Autoclave recovery based on acid autoclave.
3.Flotation Recovery - Recovery is to Concentrate= 83.7% and then 93.9% recovery from the Concentrate results in a - Combined Recovery - 83.7(93.9) = 78.59%.
4.Source - 2005 LT Summary.xls
5.Source - Lone Tree Statistics (1998 - H1 2019).xlsx.
6.Source - 2.4.4.1.3 Brooks leach curve EA.25.xlsx and i-80 Pad Tracking LoneTree.xlsx

Mineral Resource Estimates

The estimated mineral resources are presented in the table below.
Tonnes (Mt) Au (g/t) Au (K ozs)
Indicated Mineral Resources
7.69
1.73
428
Inferred Mineral Resources
52.94
1.64
2,789

Notes:
(1)Mineral Resources have an effective date of December 31, 2024.
(2)Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
(3)Mineral resources are shown above a 0.62 g/T (0.018 opt) Au cut-off grade.
(4)Mineral Resources are constrained to oxide and transitional oxide-sulfide mineralization inside a conceptual open pit shell. A gold price of $2,175/oz Au. A 94.9% recovery for gold in the autoclave process and 78.6% recovery for flotation is used as parameters for pit shell construction. Open pit mining costs of $3.00 per ton for rocks and $2.75 for fill materials, average processing 2,500 tpd autoclave at $44.50 per ton processed and 5,000 tpd flotation at $29.91 per ton including general and administrative costs are considered. A 3% NSR royalty and pit slopes of 40° to 45° was used.
(5)Mineral Resources are stated as in-situ with no consideration for planned or unplanned external mining dilution.
(6)The contained gold estimates in the Mineral Resource table have not been adjusted for metallurgical recoveries.
(7)Units shown are in Million Tonnes (MT), grams per metric tonne (g/T), and thousands of ounces of contained gold (K ozs).
(8)Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

Criteria for Reasonable Prospect for Economic Extraction

To meet the RPEE criteria, an optimized pit shell was created within which all blocks will be considered as resources. An optimized pit shell was generated using a $2,175 gold price, $44.50 per ton milled Autoclave processing cost, $29.91 per ton milled flotation processing cost, and 94.9% recovery factor for autoclave and 78.6% recovery factor for flotation based on the operational data from i-80 Gold. The gold price of $2,175 was provided by i-80 using the consensus forward prices as of December 2024 as provided by major Canadian financial institutions. This pit shell meets the RPEE criteria and, hence, will be used for resource statements. The cutoff grade is the minimum gold grade at which the value for ore processing is positive and applying a 3% royalty. The cutoff grade used is 0.018 ounces per ton or 0.62 grams per metric tonne. See Section 11.10 of the Lone Tree Report for more information.

The following parameters are used for generating the optimized pit limit. The optimum pit-shell was developed by Mr. Paul Gates, an associate of GeoGlobal. This pit shell will be referred to as the $2,175 pit shell.
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Optimum Pit Criteria Applied to Resource Estimate
.
Variables Value Notes
Au Price $2,175 Provided by i-80 Gold
Mine Cost ($/ton)
 $3.00 Rock (Provided by i-80 Gold)
$2.75 Fill material (Provided by i-80 Gold)
Processing + G&A Cost ($/ton) $44.50 for autoclave
$29.91 for flotation		 Assume 2,500 tons per day autoclave and 5,000 tons per day Flotation (Refer Section 14
Recovery 94.9% for autoclave
78.6% for flotation		 Refer to Section 10, Table 10‑1
Royalty 3.0% NSR
Cutoff Grade 0.018 Opt (i.e. 0.62 g/Tonne) Refer discussions above
Slope Angles 40°-45°
Azimuth from 20o to 219o slope angle 45o
Azimuth from 220o to 19o slope angle 40o

Mineral Resources Comparison

For the year ended December 31, 2023, the Company was not subject to S-K 1300, and reported its mineral reserve and resources in accordance with NI 43-101.

The comparison of the Mineral Resources as of December 31, 2023 and December 31, 2024 can be found in the table below.

In 2024 the total tonnes and ounces in the Lone Tree Open Pit in both the indicated and inferred categories increased due to a new resource estimate which used a higher gold price and lower cut-off grade than the previous estimate.

December 31, 2024 December 31, 2023 Percent Difference
Category Ounces
Gold		 Ounces
Silver		 Ounces
Gold		 Ounces
Silver		 Gold Silver
Indicated 428 — 410 0 4% —%
Inferred 2,789 — 2,764 0 1% —%


Net Book Value

The net book value of Lone Tree and its associated plant, equipment and mineral interests was approximately $220.9 million as of December 31, 2024.

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Ruby Hill Complex
Property Description and Location

The Ruby Hill project (the "Ruby Hill Project", "Ruby Hill", or the "Project"), acquired together with company operating the Project (Ruby Hill Mining Company LLC ("RHMC")) in July 2021 by i-80 Gold Corp. ("i-80 Gold"), is a mine located in Nevada, U.S.A. The Project consists of mining and mill site claims and patents, surface landholdings, water rights, mine and mineral processing infrastructure, the Mineral Point Trend, and the Archimedes deposit. The Archimedes deposit is comprised of the West Archimedes, East Archimedes, Blackjack, 426 and Ruby Deeps zones. RHMC acquired the Ruby Hill Project from Barrick Gold Corporation ("Barrick") in 2015. When Barrick sold the Ruby Hill Project, the open pit mine was on care and maintenance following a slope failure on the south wall of the pit that caused suspension of mining activities in 2013. RHMC's intent was to re-compile the Ruby Hill Mineral Resource Database and study restart of operations and development of the Mineral Point, 426, Blackjack and Ruby Deeps zones. RHMC continued to irrigate and recover gold from the heap leach pads and re-activated the open pit in 2020 to mine 12 benches on the north wall of the pit to the level of the slide material from the south wall that filled bottom of the pit. i-80 Gold acquired RHMC and the Ruby Hill Project in a transaction with Waterton Nevada Splitter LLC and Waterton Nevada Splitter II LLC (collectively, "Waterton") in July 2021.

Location and Access

The Ruby Hill Project is located on the Battle Mountain/Eureka gold trend approximately 1.5 miles northwest of the town of Eureka in Eureka County, Nevada, U.S.A., approximately 115 miles south of Elko and 245 miles east of the city of Reno, Nevada, U.S.A.
The Project is a 4.5-hour drive east of Reno, Nevada. Access to the Project area from Reno is via Interstate Highway 80 for 65 miles to the town of Fallon, then 180 miles east from Fallon on paved U.S. Highway 50 to its intersection with Nevada State Highway 278, and south from U.S. Highway 50 on a well-graded dirt road for less than one mile to the site gate. The Project area can also be accessed from Elko via Interstate Highway 80 for 35 km, then south on Highway 278 for 115 miles to Eureka. Additionally, the Ruby Hill Project can be accessed from Ely, Nevada near the border with Utah, west along US Highway 50 for 78 miles.
The nearest airport is a regional airport located in Elko, Nevada, where scheduled commercial service is available. Year-round road access to the property is available from Elko, located to the north, Reno to the south and Eureka and Ely, located to the east of the Ruby Rill Project.
Property

The property is located on owned fee land, owned and leased patented mining claims, and owned and leased unpatented mining claims. i-80 Gold purchased the northern portion of the Ruby Hill property, containing the Archimedes and Mineral Point deposits and small historic underground mines including TL, Holly and Helen from Waterton Global in 2021. The southern portion of the property, including the historic Ruby Hill mine and FAD deposit, was acquired by i-80 through a merger with Golden Hill Mining Corporation in 2022. The Ruby Hill complex comprises 10,608 acres from the Ruby Hill purchase and 3,229 acres from the Golden Hill Merger. i-80 differentiates the property for managerial/administrative purposes, referring to the northern portion as Ruby Hill and the southern portion as Golden Hill. Collectively they are known as the Ruby Hill Project or the Ruby Hill Complex.

The Ruby Hill Complex land position comprises various forms of title. On the northern Ruby Hill portion of the property, i-80, through its wholly owned subsidiaries Ruby Hill Mining Company LLC and Golden Hill Mining Corporation, owns 34 patented claims, 640 unpatented claims, and leases seven unpatented lode claims. i-80 also owns a land patent covering about 1,644.5 acres (665.6 hectares) in the vicinity of the Archimedes and Mineral Point deposits. The mineral rights underlying the patented land are held by patented and unpatented lode claims.
On the Golden Hill portion of the property, i-80 owns 105 patented lode and millsite claims, leases 5 patented claims, owns 149 unpatented lode claims, and leases seven unpatented lode claims.

Patented land is subject to property taxes and lease holding payments to the claim owner if applicable. Unpatented claims have annual maintenance fees of $200 per claim payable to the Bureau of Land Management and a notice of intent to hold (NIH) in the amount of $12 per claim payable to Eureka County. The BLM MLRS mining claim database shows all claim fees paid through September 2025.

Climate

The climate in Eureka County is typical of the high-desert environment. Typical summer temperatures near Eureka range between 50°F and 82°F while winter temperatures range between 18°F and 38°F. Average precipitation is about 11.8 inches including just under 59 inches of snowfall. Typical snow accumulation is roughly 3 inches on average at lower elevations, although occasional large storms may accumulate significantly more for short durations. The town of Eureka lies at about 6485 ft elevation, while the project area ranges from 6160 ft to 6680 ft. The FAD shaft to the south of the Project sits at about 6900 ft elevation.

Mining operations are able to continue year-round with brief pauses for summer lightning storms or unusually heavy winter snowstorms.

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Image_10.jpg

Royalties
Several royalties are in effect on various areas of the property. The tables below list the royalties in the Ruby Hill area and in the Golden Hill area. The map below shows the royalty areas. Some royalties were retained by previous owners upon sale of the property while others were negotiated as lease agreements with claim holders. Royalties are not payable until production occurs in the area covered by the royalty.

Ruby Hill Royalties

Lessor/Grantor Lease Type
ASARCO Incorporated 4% NSR
RG Royalties, LLC 3% NSR
Arthur A. & Elizabeth O. Biale Trust 3% NSR
Placer Dome 2.5% NSR


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Golden Hill Royalties

Lessor/Grantor Lease Type
ASARCO Incorporated 4% NSR
Biale Lease 3% NSR
Herrera Lease 4% NSR
MacKenzie Lease (50% Interest) 2% NSR
Warren Lease 4% NSR
RG Royalties 3% NSR
Royalty Consolidation Company 0.5-1.5% NSR

History

The following table summarizes the ownership and exploration history at the Ruby Hill Project:

Ownership and Exploration History at the Ruby Hill Project

Year Company Comment
1864 Various
•Oxidized gold-silver deposits discovered by prospectors.
1869 Various
•Ruby Hill deposits discovered on Prospect Mountain.
•W.W. McCoy devises furnace for recovering metals from oxidized ores.
1873-1905 Richmond Mining Company
•Production from the Ruby Hill deposit.
•Smelting ceased 1890.
1873-1916 Eureka Consolidated Mining Company
•Production from the Ruby Hill deposit.
•The Locan shaft was sunk to 1200 level. High water flow encountered in crosscut partially flooding shaft. Shaft dewatering unsuccessful, mine shut down.
•Smelting ceased 1891.
1905-1912 Richmond-Eureka Mining Company
•Richmond Mining Company and Eureka Consolidated Mining Company properties consolidated into Richmond-Eureka Mining Company.
•Controlling interest held by Unites States Smelting, Refining, and Mining Company.
•Rehabilitation of Richmond and Eureka consolidated mines. Processing of stope fill and low-grade ore.
1919
Ruby Hill
Development
Company
•Leased property from Richmond-Eureka Mining Company. Dewatered Locan shaft.
•Project abandoned due to exhaustion of finances.
1923 Richmond-Eureka Mining Company
•Dewatered Locan shaft to 1,200 level.
•Drove SE crosscut to Ruby Hill fault, and a drift to SW. SW drift encountered high water flow and work stopped.
•Vertical exploration hole (type unknown) drilled from 900 level. Hole caved, and project abandoned.
1920's − 1930's Various lessors
•Sporadic production
1937-1959 Eureka Corporation, Ltd.
•Obtained leases on Ruby Hill property from Richmond-Eureka Mining Company.
•Completed 4 churn holes (totaling 3,596 feet), 260 surface and underground core holes (87,633.8 feet), 13 mud rotary holes (14,252 feet), and 6 reverse circulation ("RC") holes (9,903 feet).
•Intersection of high-grade polymetallic mineralization in 5 surface core holes led to the FAD shaft being sunk to 2,500' depth to develop mineralization. Underground development encountered high water flow which flooded shaft.
•Rotary drilling in 1953 in Adams Hill area intersected mineralization in Hamburg Dolomite.
•Sinking of the T.L. shaft started in 1953 to exploit mineralization and was completed in 1955 to a depth of 1,127 feet.
•Mining commenced in 1956 and shut down in 1958 due to lack of ore.
1989-1991 ASARCO
•Drilled 12 RC exploration holes totaling 5,314 feet.
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1960-1992 Ruby Hill Mining Company
•Richmond-Eureka Mining Company (75%) and Eureka Corporation (25%) form Ruby Hill Mining Company.
•In June 1960 a consortium was formed consisting of Richmond-Eureka Mining Company, Eureka Corporation, Newmont Mining Company, Cyprus Mines Corporation, and Hecla Mining Company to finance additional drilling and produce a FAD feasibility study.
•Collectively, Consortium drilled 148 exploration holes (129,362.3 feet); 13 churn (3,641 feet); 33 Mud Rotary (74,039 feet); 6 percussion (395 feet); 3 RC (1,458 feet); and 93 core holes (50,218.3 feet).
•Fourteen holes drilled in FAD shaft area intersected mineralization. Decision made to dewater FAD shaft to exploit new mineralization.
•In 1963 FAD shaft was dewatered to the 2250 level. New crosscut, 1,028' long, to evaluate mineralized zone completed in 1964. Crosscut used to drill exploration percussion and core holes.
•Drilling completed in 1966 and mine placed on inactive status pending economic evaluation.
•1966 and 1974 Hecla feasibility studies indicate project not feasible.
•In 1974 Newmont withdrew from the consortium followed by Hecla in 1979.
•Cyprus remains as surviving partner drilling 39 mud rotary (7,945 feet), and 98 air track (4,983 feet) exploration holes for near-surface, bulk-mineable gold mineralization between 1980-1981.
•Exploration unsuccessful and property reverted to Sharon Steel Corporation successor to Ruby Hill Mining Company in 1982.
•Sharon Steel Corporation drilled 127 exploration/definition RC holes totaling 31,539 between 1982 and 1991.
1993-1994 Placer Dome
•Drilled 11 RC exploration holes (12,350 feet) at Ruby Flats.
1994 Unknown
•Drilled 1 RC hole for 500 feet.
1992-2001 Homestake
•Homestake acquired Ruby Hill property from Ruby Hill Mining Company in 1992.
•Exploration/definition drilling between 1992-1993 discovers/defines the Archimedes deposit (both West and East) along with the 426 zone.
•In 1994 Homestake announced plans to develop an open pit mine and processing facility to exploit West Archimedes mineralization. Construction began in 1997 and production commenced in 1998.
•The eastern portion of the Archimedes deposit (East Archimedes) not developed due to low gold prices, high strip ratio, change of mineralization from oxide to sulfide, and mineralization largely below water table creating permitting issues.
•Mining ceased in 2002 and reclamation activities started on mine waste dumps and pit area.
•Completed 1,502 (1,022,842.5 feet) exploration/definition holes between 1992-2001; 1374 RC holes (875,083 feet), and 128 core holes (147,759.5 feet).
•DIGHEM Surveys conducted an airborne magnetic & electromagnetic survey in 1994 on E-W flight lines at nominal 600' spacing with mean terrain clearance of 115 feet.
•Zonge Geosciences completed ground magnetics survey at 150' spacing in 2000.
•In 1998, conducted dump sampling program on Diamond Tunnel dump to evaluate grade and tonnage.
•Between 1999-2000 conducted rock chip sampling program to determine.
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2001-2015 Barrick
•Barrick acquired Ruby Hill property during 2001 merger with Homestake.
•In 2002 Chadwick and Russell completed Archimedes pit mapping.
•Completed positive feasibility study on East Archimedes deposit in 2004, a mineral reserve audit in 2005, and NI 43-101 Technical Reports in 2008 and 2012.
•2005 East Archimedes developed as conventional open-pit mining and heap leach operation with initial gold production in 2007.
•In 2013 the East Archimedes high wall failed, and mining was suspended pending economic assessment of moving failed material to continue mining.
•Barrick completed a pre-feasibility study on the 426 zone in 2009 and a feasibility study in 2012. The 2012 feasibility concluded that the 426 zone needed +$975/oz gold to be economical.
•2003-2015 drilled 674 (811,575 feet) exploration/infill/definition drill holes; 523 RC (630,745 feet) and 151 core (180,830) holes.
•2002 Quantec Consulting Inc. conducted a 5-line Titan-24 magnetotelluric survey, added additional 4 lines in 2010.
•2006 merged gravity data from multiple sources and various scales.
•2007 Magee Geophysics Services LLC conducted a 3,182 station gravity survey on 300' grid spacing.
•Conducted rock chip sampling program in 2002.
2015 Waterton
•Purchased Ruby Hill mine from Barrick. Waterton formed new corporate entity called Ruby Hill Mining Company, LLC.
2015-2021 RHMC
•Completed 42 sonic drill holes totaling 4,106' between 2019 – 2020.
•2017 reprocessing of selected historical geophysical datasets, multi-element analysis study of drill core to aid in lithology identification, and structural review by SRK. Conveyed the Historic Ruby Hill claims and Fad Mine to Golden Hill Mining Corp.
•In August 2021 there was continued residual leaching and gold production from the East Archimedes heap leach pad.

•McCoy Mining was hired to begin mining from the bottom of the East Archimedes Pit in August 2020. The operation mined about 2,599,000 tons of ore containing 40,900 ozs Au. Mining was completed in November of 2021    
October 2021- Present i-80 Gold Corp
•Acquired Project October 18, 2021.
•Completed East Archimedes mining November 2021.
•Residual leaching and gold recovery from the East Archimedes heap leach pad.
•IP Survey 2022.
•Ongoing drilling (72 holes totaling 135,941 ft (41,435 m) at time of writing. (Not all holes are within the current resource area.)
•February 2023 purchased FAD property from Paycore Minerals. Paycore had initiated drilling programs testing CRD mineralization at depth and a near-surface oxide target proximal to historic Archimedes Underground mine with favorable results.
April 2022- February 2023 Golden Hill Mining Corp.
•Acquired FAD property (south of the Project), drilled 33,675 feet (10264 m), sold to i-80    
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Production History at the Ruby Hill Project
Year Company Comment
1866-1964 Numerous
Eureka District produced 1.65 Moz Au, 39 Moz Ag, 625 Mlb Pb and 12 Mlb Zn from 2 Mtons of ore.
•1873-1905 Richmond Mining Company mined 488,081 tons of material valued at $15,209,012.
•1873-1916 Eureka Consolidated Mining Company mined 550,455 tons material valued at $19,242,012.
•1871-1939 Richmond-Eureka Mining Company mined 88,081 tons material valued at $4,021,674.
•Small scale sporadic production from numerous lessors.
1998-2000 Homestake Produced 365,491 oz Au from 3.7 Mtons of mineralization from West Archimedes Pit
2001-2015 Barrick Produced 1,081,458 oz Au from approximately 18 Mtons of ore from West and East Archimedes Pits
2016-2021 RHMC Produced 21,105 oz Au from residual leaching of pad. Began mining East Archimedes Pit in August 2021.
2021-2024
RHMC
Produced 23,292 oz Au from residual leaching of pad.

























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Geological Setting, Mineralization and Deposit Types
Regional Geology

The Ruby Hill Project is located in the Eureka mining district in east-central Nevada, within the northern part of the Fish Creek Range which is a nearly continuous sequence of Cambrian and Ordovician sedimentary rocks totaling nearly 10,000 ft in thickness. These strata accumulated on a stable continental shelf margin and consisted primarily of carbonate units with subordinate shale and sandstone. The Cambrian Eldorado Dolomite, the Hamburg Dolomite and overlying Dunderberg Shale, portions of the Windfall Formation, and the Goodwin-Ninemile transition, host most of the mineralization within the district.

During the Mississippian Antler Orogeny, the Roberts Mountains Allochthon, consisting primarily of deep marine sedimentary rocks, was thrust from the west onto the continental margin, creating a foreland basin in the vicinity of the present-day location of the town of Eureka, Nevada. Post-Antler Mississippian and Permian strata deposited after the Antler Orogeny filled the basin with arbonaceous silts, sands, and conglomerates represented by the Chainman and Diamond Peak formations.

Thrust faulting and significant deformation of the Paleozoic section occurred between Permian and Late Cretaceous time, and culminated in the development of the Prospect Mountain duplex of the Early Cretaceous Hoosac thrust fault; a major regional scale structure that cuts Permian rocks, and is in turn cut by intrusive units dated 110 to 100 Ma. Most of the Eureka district is located in the hanging wall of the Hoosac thrust.

Cretaceous fresh-water sedimentary rocks unconformably overlie the older Paleozoic units east of Eureka, Nevada. Cretaceous age granodiorite and quartz porphyry intrude the Paleozoic section. These include the Mineral Hill stock, Bullwhacker Sill, and Graveyard Flat intrusive which are interpreted to be genetically linked to the base metalcarbonate replacement deposits at Ruby Hill, as well as to those in the Ruby Deeps. Oligocene volcanic tuffs and andesite intrusive rocks are also present within the district, primarily to the NE and SE. The youngest deformational event occurred during the Miocene when basin and Range extension formed regional highangle N-S trending normal faults.

The Eureka district hosts mid-Cretaceous, igneous-related, polymetallic carbonate replacement deposits that have subsequently been overprinted by Carlin-type gold-silver mineralization. Gold and silver mineralization possibly dates to the early-middle Cenozoic (Eocene) and temporally coincides with the onset of extension and Eocene-Oligocene magmatism. Post mineral uplift exposed portions of the Archimedes gold deposit, and likely contributed to the relatively deep level of oxidation. Subsequent Miocene Basin and Range faulting resulted in reburial of the Archimedes system beneath 60 to 500 ft of Tertiary-Quaternary overburden in East Archimedes.

Local and Property Geology

The Ruby Hill Project is located along the southeastern end of the Battle Mountain/Eureka gold trend. The Eureka gold mining district exposes a nearly continuous sequence of Cambrian and Ordovician sedimentary rocks approximately 10,000' thick consisting of primarily carbonate units with subordinate shale and quartz sandstone.

The main precious metal mineralization at Ruby Hill occurs in favorable lithostratigraphic units bound by high angle structures that are interpreted to have been conduits for hydrothermal fluids responsible for gold and silver mineralization. There is also earlier carbonate replacement base metal mineralization in skarn-altered limestone units proximal to Cretaceous intrusions.

Mineralization

Within the Ruby Hill Project area, two styles of mineralization occur:
•Early polymetallic (Au-Ag-Pb-Zn) skarn or carbonate replacement deposit ("CRD"): Blackjack and TL.
•Late Au±Ag Carlin-type: East Archimedes, West Archimedes, 426, Ruby Deeps, Mineral Point zones.
The polymetallic skarn and CRD style is the oldest mineralization event recognized at the Ruby Hill Project and related to emplacement of the Cretaceous intrusive units. The precious metal-rich Carlin style overprints the older CRD event and interpreted to have developed during early-middle Cenozoic (Eocene) times, similar to other Au-Ag deposits of the Battle Mountain/Eureka Trend. Mineralization is largely controlled by lithology and structure.

Gold-silver mineralization occurs broadly as a near N-trending zone (Mineral Point Trend), consisting of smaller zones of structurally and lithologically controlled deposits (East and West Archimedes, 426, Ruby Deeps, Mineral Point, Achilles, and Hector). Mineralization, both Au-Ag and Au-Au-Pb-Zn is primarily hosted within the Windfall and Goodwin Formations, and within the Hamburg Dolomite. Combined mineralization spans an area approximately 12,000 ft long, 9,000 ft wide, at the maxima, and spans from surface to approximately 2,400 ft below surface. Mineralization is focused along high- and low-angle faults, lithologic contacts, fold axis, and sanded plus breccia zones.

Gold occurs as free grains within the oxide portions along with iron oxides, and associated with sulfide minerals (pyrite, arsenopyrite, arsenian pyrite, realgar, and orpiment) within the unoxidized portions of the deposits. Within the oxide horizons, petrographic work for samples from the Archimedes deposits "…indicate(s) that the gold was originally associated with pyrite grains, with no evidence of silica encapsulation. Higher grade gold mineralization occurs in zones of jasperoid and decalcified limestone".

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Mineral Point Trend Geology and Mineralization

The Mineral Point Trend deposit consists of gold and silver mineralization hosted by the Cambrian Hamburg dolomite in the nose of a broad anticline that plunges to the northnortheast and is bound to the east by the Holly Fault and to the west by the West Fault. The Mineral Point Trend is 9,000 ft long, 2,400 ft wide and up to 500 ft thick. The top of the Mineral Point Trend is near surface at its south end and 500 ft below surface at its north end. Majority of the mineralization in the Mineral Point Trend deposit is oxidized and has a high ratio of cyanide soluble to fire assay total gold. This deposit has not been mined and is the largest precious metal Mineral Resource in the Ruby Hill Project.

West Archimedes Geology and Mineralization

The West Archimedes deposit is hosted in the Ordovician Upper Goodwin limestone unit and is bound to the west by the Holly Fault. The zone strikes north-west and dips shallowly to the north-east. The deposit measures 2,000 ft along strike and 740 ft down dip and is up to 300 ft thick. The majority of West Archimedes was mined in an open pit before mining at East Archimedes. The mineralization in the West Archimedes deposit is oxidized and has a high ratio of cyanide soluble to fire assay total gold.

East Archimedes Geology and Mineralization

The East Archimedes Zone occurs east of the Graveyard Fault and proximal to the Graveyard Stock. Mineralization extends eastward from the West Archimedes Zone in the Upper Goodwin Formation and extends downward in the Lower Laminated and Lower Goodwin units along the contact with the Graveyard Stock. Silver and base metal grades are elevated in the East Archimedes zone in comparison with the other zones in the Ruby Hill Project in an envelope around the Blackjack zone replacement-style zinc mineralization described below. Mineralization in East Archimedes is roughly 1,200 ft wide and 1,200 ft long in plan and extends from surface where it is well defined by shallow drilling to several mineralized intersections over 1,800 ft below surface. The upper portion of the East Archimedes deposit, above an elevation of approximately 5,000 ft, is oxidized and transitional oxide-sulfide mineralization with a high ratio of cyanide soluble to total fire assay gold. The upper portion of the East Archimedes zone has been mined from surface.

426 Zone Geology and Mineralization

The 426 zone occurs in the Lower Laminated unit of the Goodwin Formation and the upper part of the underlying basal Goodwin unit of the Goodwin Formation in the nose of a fold. The mineralized zone forms a rod-shaped body plunging shallowly to the northeast that is 1,400 ft long, 200 ft wide and 200 ft thick. The top of the zone is approximately 1,000' below surface, but it is 500' below the bottom of the current East Archimedes pit bottom. Majority of the higher-grade mineralization occurring in the Goodwin Formation Lower Laminated unit is sulfide-style mineralization with a low ratio of cyanide soluble to total fire assay gold but the lower portion of the zone that is hosted in the basal Goodwin Unit has a moderate cyanide soluble to total fire assay gold mineralization.

Ruby Deeps Zone Geology and Mineralization

The Ruby Deeps zone is a north-northeast striking, shallowly east dipping zone of mineralization hosted in the Windfall Formation in proximity to bodies of Bullwhacker Sill intrusive bound by the Graveyard Fault to the east and the Holly Fault to the west. The zone is 2,400 ft long 500 ft wide and 600 ft thick. The top of the zone is 1,600 ft below surface and 1,000 ft below the bottom of the West Archimedes pit. Within the zone there are several tabular horizons of higher-grade mineralization that are 40 ft to 100 ft thick.

Blackjack Zone Geology and Mineralization

The Blackjack zone is a pod of replacement style zinc mineralization hosted by the Lower Goodwin Unit directly in contact with the Graveyard Stock within the East Archimedes Zone. Mineralization occurs as a pod of sphalerite mineralization with elevated lead, copper, and silver. The base metal-rich carbonate replacement style mineralization has been overprinted by later Carlin-style gold mineralization. The Blackjack zone measures approximately 500 ft wide, 500 ft long, and 950 ft high. The upper part of the Blackjack zone is partially oxidized with a high-to-moderate ratio of cyanide soluble to total fire assay gold, but sphalerite is un-oxidized. The lower portion of the zone is un-oxidized.

Deposit Types

Mineralization at Ruby Hill is characterized by intrusion-related distal-disseminated, carbonate replacement, and skarn deposits that have been overprinted by younger Carlin-type gold mineralization.

Polymetallic Replacement Deposits

The carbonate replacement mineralization is similar to other polymetallic (Pb-Zn-Ag ±Au) deposits found worldwide that are spatially associated with Cretaceous age intrusive units.

Carlin-Type Gold Deposits

Gold and silver mineralization within the Ruby Hill deposits is predominantly attributed to a Carlin-type overprint interpreted to temporally coincide with the onset of extensional tectonics and Eocene-Oligocene magmatism.
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The structural setting, alteration mineralogy, and mineralization characteristics of the Ruby Hill gold deposits is consistent with Carlin-type deposits.

Carbonate Replacement and Carlin Style Mineralization at Ruby Hill

Elevated concentrations of zinc, lead, copper and silver are found in the Mineral Point Trend and the Blackjack zone and deeper parts of the Ruby Deeps zone of the Archimedes deposit. This mineralization is attributed to the earlier polymetallic carbonate replacement phase of mineralization and is found in favorable carbonate units proximal to the Graveyard Stock and Bullwhacker Sill.

The gold mineralization at Ruby Hill precious metal deposits have features typical of Carlin-type gold deposits and can consider to be members of the broad spectrum of Carlin-type gold deposits found in the Great Basin. These include:
•Complex structural and stratigraphic controls on gold mineralization.
•Nature of alteration (jasperoid formation, decalcification, sanding, argillic alteration).
•Association of micron scale gold with fine grained pyrite.
•General geochemical signature of anomalous As-Sb-Hg.
•Tertiary age of gold mineralization coinciding with Basin and Range extension.

The authors concluded that the local structural setting, host rocks and mineralization style of the Blackjack zone and deeper parts of the Ruby Deeps Zone and Mineral Point Trend are consistent with a carbonate replacement or skarn type Zn-Pb-Cu-Ag-Au style mineralization.

The tectonic and local structural settings, lithological characteristics of the host rock, alteration mineralization style of the Mineral Point, Hector, East Archimedes, West Archimedes 426 and Ruby Deeps zones are consistent with the Carlin-style sedimenthosted precious metal mineralization found in northern Nevada.

The authors expressed an opinion that deposit model concepts, and the understanding of the geological features of the Ruby Hill Project that control precious and base metal mineralization are sufficiently advanced to support exploration activities and Mineral Resource estimation.
Mineral Resource and Mineral Reserve Estimates
Mineral Resource Estimate

Archimedes Open Pit

The Archimedes deposit was previously mined by Homestake and Barrick for West Archimedes and East Archimedes respectively. Mining ceased after a pit wall failure. In this study an updated estimation of the Archimedes mineral resource has been developed Forte Dynamics, Inc. (Forte), and the mining potential for continuing the surface exploitation of the deposit was evaluated to estimate a current open pit mineral resource estimate.

The Archimedes mineral resources are detailed in the table below. Mineral resources are not Mineral Reserves and have not been demonstrated to have economic viability. There is no certainty that the mineral resource will be converted to Mineral Reserves. Inferred mineral resources do not have sufficient confidence that modifying factors can be applied to convert them to mineral reserves. The quantity and grade or quality is an estimate and is rounded to reflect the fact that it is an approximation. Quantities may not sum due to rounding.

Deposit Cutoff Au
(g/t)		 Tonnes
(000)		 Au
(g/t)		 Ag
(g/t)		 Au oz
(000)		 Ag oz
(000)
Indicated Mineral Resources
Archimedes Pit 0.2 4,280 1.98 10.7 272 1,460
0.1 4,320 1.96 10.6 272 1,490
0.05 4,340 1.95 10.6 272 1,480
Inferred Mineral Resources
Archimedes Pit 0.2 820 1.18 8.9 31 230
0.1 870 1.12 8.5 31 250
0.05 880 1.11 8.5 31 250

Notes:
(1)Mineral resources have an effective date of December 31, 2024.
(2)Mineral resources are the portion of Mineral Point that can be mined profitably by open pit mining method and processed by heap leaching.
(3)Mineral resources are below an updated topographic surface (below Archimedes pit).
(4)Mineral resources are constrained to economic material inside a conceptual open pit shell. The main parameters for pit shell construction are a gold price of $2,175/oz Au, a silver price of $26.00/oz, average gold recovery of 77%, average silver recovery of 40%, open pit mining costs of $3.31/tonne, heap leach average processing costs of $3.47/tonne, general and administrative cost of $0.83/tonne processed, gold refining cost of $1.85/oz, silver refining cost of $0.50, and a 3% royalty.
(5)Mineral resources are reported above a 0.1 g/t Au cutoff grade. Silver revenues were not considered in the cutoff grade.
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(6)Mineral resources are stated as in situ.
(7)Mineral resources have not been adjusted for metallurgical recoveries.
(8)Reported units are metric tonnes.
(9)Reported table numbers have been rounded as required by reporting guidelines and may result in summation discrepancies.

Mineral Point Open Pit Mineral Resource Statement

The estimated tonnages and grades in the mineral resource estimate have not been adjusted for mining recovery and dilution. Contained metal estimates in the mineral resource statement table have not been adjusted for metallurgical recoveries.

Mineral resources are not Mineral Reserves and have not been demonstrated to have economic viability. There is no certainty that the mineral resource will be converted to mineral reserves. The quantity and grade or quality is an estimate and is rounded to reflect the fact that it is an approximation. Quantities may not sum due to rounding.

There is no guarantee that mineral resources can be converted to mineral reserves. Inferred mineral resources do not have sufficient confidence that modifying factors can be applied to convert them to mineral reserves.

Deposit Tonnes
(000)		 Au
(g/t)		 Ag
(g/t)		 Au oz
(000)		 Ag oz
(000)
Indicated Mineral Resources
Mineral Point 216,982 0.48 15 3,376 104,332
Total Indicated 216,982 0.48 15 3,376 104,332
Inferred Mineral Resources
Mineral Point 194,442 0.34 14.6 2,117 91,473
Total Inferred 194,442 0.34 14.6 2,117 91,473
(1)Mineral resources have an effective date of December 31, 2024.
(2)Mineral resources are the portion of Mineral Point that can be mined profitably by open pit mining method and processed by heap leaching.
(3)Mineral resources are below an updated topographic surface.
(4)Mineral resources are constrained to economic material inside a conceptual open pit shell. The main parameters for pit shell construction are a gold price of $2,175/oz Au, a silver price of $26.00/oz, average gold recovery of 77%, average silver recovery of 40%, open pit mining costs of $3.31/tonne, heap leach average processing costs of $3.47/tonne, general and administrative cost of $0.83/tonne processed, gold refining cost of $1.85/oz, silver refining cost of $0.50, and a 3% royalty.
(5)Mineral resources are reported above a 0.1 g/t Au cutoff grade.
(6)Mineral resources are stated as in situ.
(7)Mineral resources have not been adjusted for metallurgical recoveries.
(8)Reported units are metric tonnes.
(9)Reported table numbers have been rounded as required by reporting guidelines and may result in summation discrepancies.

Archimedes Underground

Practical Mining LLC estimated the Archimedes Underground mineral resource using all drilling and geological data available through October 31, 2022. Wood Canada Ltd. estimated and reported open pit mineral resources in the inaugural NI 43-101 Technical Report under i-80’s ownership of the Ruby Hill Project. All work, including drilling, done since the time of the inaugural report has targeted the 426, Ruby Deeps and other underground deposits and does not influence the Open Pit mineral resource reported on the October 2021 report. The open pit mineral resources reported in October 2021 are current and are restated herein.

Deposit Tonnes
(000)		 Au
(g/t)		 Ag
(g/t)		 Au oz
(000)		 Ag oz
(000)
Indicated Mineral Resources
426 899 6.9 0.8 199 22
Ruby Deeps 892 8.3 2.4 237 69
Total Indicated 1,791 7.6 1.6 436 92
Inferred Mineral Resources
426 1,038 6.6 1.2 219 40
Ruby Deeps 3,150 7.6 2.4 769 246
Total Inferred 4,188 7.3 2.1 988 286
Notes:
(1)Underground mineral resources have been estimated at a gold price of $2,175 per troy ounce and a silver price of $27.25 per ounce.
(2)Mineral resources have been estimated using pressure oxidation gold metallurgical recoveries of 96.8% and 89.5% for the 426 and Ruby Deeps deposits respectively.
(3)Pressure oxidation cutoff grades are 5.06 and 5.48 Au g/t (0.148 and 0.160 opt) for the 426 and Ruby Deeps deposits respectively.
(4)Detailed input mining, processing, and G&A costs are defined in Section 18.1.
(5)Units shown are metric.
(6)The contained gold ounces estimates in the mineral resource table have not been adjusted for metallurgical recoveries.
(7)Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.
(8)A mineral resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.The dimensions of a minimum minable stope cross section are 20 feet wide x 15 feet high. Individual stope lengths can vary from a minimum of 20 feet to a maximum of 100 feet.
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(9)An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.
(10)Mineral resources, which are not Mineral Reserves, do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, socio-political, marketing, or other relevant factors.
(11)Mineral resources have an effective date of December 31, 2024.
(12)The reference point for mineral resources is in situ.

Reasonable Prospects for Eventual Economic Extraction

A mineral resource optimized LG pit shell was constructed to define the portion of the Mineral Point resource having reasonable prospects for eventual economic extraction (RPEEE) amenable to open pit mining and processing by heap leaching using the 25 ft x 25 ft x 25 ft block model. Open pit mineral resources contained within the pit shell are reported above a fixed cut-off grade of 0.1 g/t Au. See Section 11.4 of the Ruby Hill Report.

Parameters for Mineral Resource Pit Shell Construction

Parameter Unit Value
Metals Price
Gold US$/toz 2,175
Silver US$/toz 26
Au Process Recovery
 % 77
Ag Process Recovery
 % 40
Mining Operating Cost
 US$/tonne 3.31
Processing Cost
 US$/tonne 3.47
G&A Cos US$/tonne processed 0.83
Royalty % 3.0%
Payable Meta
Gold % 99.9
Silver % 99.5
Treatment & Refining Cost - Gold
 US$/toz 1.85
Treatment & Refining Cost - Silver
 US$/toz 0.5
Overall Slope Angles (OSA)
Dumps degree 30
Alluvium degree 55
Sanded degree 45
Unsanded degree 45
(1) Note: Au and Ag presented recoveries are weighted averages for all materials.

Mining Method and Infrastructure

Permitting approval for development and mining above the 5100 elevation is anticipated by the end of Q2 2025 and underground development will commence immediately thereafter. This is consistent with previously approved permits for mining the Archimedes open pits. Production mining in the 426 deposit will start in 2026 and continue through 2027 with oxide material processed on site in the existing heap leach facility and refractory material sent to a third party for toll processing. Permits for mining below the 5100 elevation are anticipated in the second quarter of 2027 with development mining for the Ruby Deeps deposit beginning shortly thereafter.

Mining conditions anticipated are typical for northern Nevada underground mines. Long hole open stoping will be the primary mining method and will be supplemented with underhand drift and fill mining where deposit geometry dictates. Mining will be undertaken by a qualified contractor, eliminating the need to recruit a workforce and purchase mining equipment.

Transportation, electrical and support infrastructure already exists at Ruby Hill. Additional infrastructure requirements are limited to:

•Overhead power line and transformer at the portal site.
•Backfill and shotcrete plants.
•Fuel and oil storage near the portal.
•Contractor’s maintenance facility and office.
•Mine water supply tank.

Archimedes Open Pit

The Archimedes Open Pit mineral resource has not been evaluated for surface mining.

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Mineral Point Open Pit

The Mineral Point Project is planned as an open pit mining operation using conventional equipment, targeting a processing rate of 68,000 tons per day. While there is currently no Mineral Reserve Estimate, the project contains indicated and inferred mineral resources. Pit optimization using Hexagon Mine Plan software identified an optimal pit shell (LG72) with a 78% revenue factor, containing 4.98 million ounces of gold and 195.5 million ounces of silver at an average stripping ratio of 2.8:1. Key economic parameters include a gold price of $2,175/toz, silver price of $27.25/toz, and heap leach average recovery rates of 78% for gold and 41% for silver. The calculated cutoff grade for gold is 0.011 oz/ton, ensuring the extraction of economically viable material.

The mine design consists of nine pit phases, with mining benches at 50-foot intervals and a projected Life-of-Mine (LOM) of 17 years. The operation will rely on a mining fleet comprising two rope shovels, (2) hydraulic shovels, (26) haul trucks, and various support equipment. Annual production is expected to average 4.5 million ounces of gold and 177.3 million ounces of silver. Dewatering will be required in later mine stages, though the extent is yet to be determined.

The project will leverage existing infrastructure from previous mining activities at the Ruby Hill site, including site access, haul roads, waste rock storage, and power supply, with necessary upgrades. Key processing facilities include a crushing and stacking system, a heap leach pad, and a Merrill Crowe plant for gold and silver recovery. The heap leach facility will be developed in five phases, with a total capacity of 466.8 million tons, while a Merrill Crowe plant will process pregnant leach solution at a rate of 11,500 gallons per minute, ultimately producing doré bars for off-site refining.

Supporting infrastructure includes an expanded truck shop, warehouse, administration building, and water management systems for process, potable, fire suppression, and stormwater control. Power will be sourced from an existing substation with potential upgrades, and site communications will be maintained through telemetry and radio networks. Waste rock storage will utilize both surface storage and in-pit backfilling. Environmental considerations include stormwater management ponds, lined heap leach pads, and containment systems for fuel and hazardous materials. Road expansions and rerouting will be necessary to accommodate mining activities, ensuring operational efficiency while minimizing environmental impact.

Environmental Factors

The closure cost for Ruby Hill is estimated to be $27 million. The associated Bond was accepted by the Bureau of Land Management (BLM) on August 8, 2023 and covers authorized disturbance associated with issued permits for Ruby Hill (RHMC 2023). There are no other known environmental liabilities associated with pre-Project operations.

RHMC controls a total of 8,107-acre feet per annum (AFA) of water rights for consumption and occupation.

Due to a history of over pumping in the region based on a heavy agricultural reliance, the Diamond Valley Basin was categorized as a Critical Management Area (CMA) by the Nevada State Engineer’s office in 2015. The designation allowed the State Engineer and the community to agree on certain tools to reduce over-pumping, including the implementation of a Diamond Valley Groundwater Management Plan (GMP). Following resolution of a lengthy legal dispute by senior water rights holders in the Basin, the GMP was reinstated effective January 1, 2023. As a groundwater user within the GMP designated area, RHMC controls sufficient water rights to support its mining operations.

Social or Community Factors

Mining activity at the property began in the 1860s and has continued with periodic interruptions until the present day. Throughout its history, Ruby Hill has been a constant presence in the town of Eureka and has been an economic benefit to the community by offering employment, direct and indirect benefits.

Ruby Hill and its predecessors, including Homestake Mining Company and Barrick Gold Corporation, have each maintained comprehensive community relations programs. Ruby Hill works closely with community and local stakeholders to provide updates on key developments, including; Project status (operations and permitting) and community program and initiatives.

Due to the proximity of the mine to the town, Ruby Hill diligently monitors; Blasting, Noise, Light, Dust, and Water Use.

RHMC holds quarterly meetings with the public, landowners, and County officials to discuss operational status, safety and environmental compliance at the Project including monitoring, blasting schedules, and other matters of similar relevance to the Project’s neighbors. Additionally, Eureka is a community that is familiar with and supportive of mining. RHMC continues to have a positive professional relationship with its stakeholders, including its regulators at the federal and state agencies.

Permits

In conjunction with the permitting actions associated with the Archimedes Underground Mine Project in-pit surface support facilities, a DNA was deemed sufficient for the PoO Amendment NVN-067782 approved by the BLM March 30, 2023. Additionally, on June 23, 2023, the NDEP-BMRR approved an EDC to WPCP NEV0096103 for the construction of the surface facilities. Permitting actions tied to mining of the underground are currently in progress with the BLM evaluating a PoO Amendment and associated EA while NDEP-BMRR is analyzing a WPCP Major Modification.

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RHMC is currently permitted to carry out mining operations and reclamation activities at the Project site. This permitting allows it to carry out the exploration, geotechnical and metallurgical field work recommended in this Report. Specific permits related to site activities are presented in the following table.

Ruby Hill Project Significant Permits

Permit Name Permitting Agency/Authority Permit Number
Mine Plan of Operations BLM NVN-067782
Rights of Way BLM N-60801; N-60802; N-60359; N-61422
Class II Air Quality Operating Permit NDEP/BAPC AP1041-0713.04
Mercury Operating Permit to Construct NDEP/BAPC AP1041-2252
Water Pollution Control Permit –
Infiltration Project
 NDEP/BMRR NEV2005106
Water Pollution Control Permit – Mine NDEP/BMRR NEV0096103
Reclamation Permit (Mine) NDEP/BMRR 0107
Mining Stormwater General Permit NDEP/BWPC NVR300000: MSW-44886
Public Drinking Water System NDEP-BSDW EU-0885-NTNC: NV0000885
Nitrate Removal System NDEP-BSDW EU-0885-TP02: NV0000885
Onsite Sewage Disposal System NDEP/BWPC GNEVOSDS09 L0107
Industrial Artificial Pond Permit NDOW S479016
Hazardous Materials Permit Nevada State Fire Marshal 112113
Class III Waivered Landfill NDEP-BSMM SWW362
EPA RCRA Hazardous Waste ID (Small Quantity Generator) NDEP-BSMM NVR000002899
Waters of the United States Jurisdictional Determination USACOE Updated Request for Jurisdictional Determination (JD) approval submitted to USACOE 11/01/2022 as current JD expired 11/13/2022

Water Use Permits

RHMC controls a total of 8,107 acre feet per annum (AFA) of water rights for consumption and occupation (RHMC, 2024).

Due to a history of over pumping in the region based on a heavy agricultural reliance, the Diamond Valley Basin was categorized as a CMA by the Nevada State Engineer’s office in 2015. The designation allowed the State Engineer and the community to agree on certain tools to reduce over-pumping, including the implementation of a Diamond Valley GMP. Following resolution of a lengthy legal dispute by senior water rights holders in the Basin, the GMP was reinstated effective January 1, 2023. As a groundwater user within the GMP designated area, RHMC controls sufficient water rights to support its mining operations.

Metallurgy and Mineral Processing

Historically, there have been three destinations for treatment of mineralization from the Ruby Hill Mine: (i) run of mine (ROM) and crushed mineralization to a heap leach pad, (ii) crushing and tank leaching with agglomerated tailings routed to the heap leach pad, and (iii) higher-grade sulfide mineralization (DSO) routed to Nevada Gold Mines Goldstrike Operation for autoclave processing.

For the Archimedes Underground, production with be processed at a third party destination capable of processing refractory ore until such time that i-80 has refurbished the Lone Tree Autoclave facility. The third party destination is an autoclave circuit capable of processing 4 - 5 million tons per year and consists of primary crushing, two parallel semi-autogenous grinding (SAG) Mill-Ball Mill grinding circuits with pebble crushing, five parallel autoclaves capable of acid pressure oxidation (POX) and three of which are capable of alkaline POX, two parallel calcium thiosulphate (CaTS) leaching circuits with resin-in-leach (RIL), electrowinning for gold recovery, and a refinery producing doré bullion from both autoclave and roaster circuits.

The Lone Tree Autoclave Facility is located immediately adjacent to I-80, approximately 12 miles west of Battle Mountain, 50 miles east of Winnemucca, and 120 miles west of Elko. The Lone Tree processing facilities were shut‑down at the end of 2007. Since that time, the mills have been rotated on a regular basis to lubricate the bearings. In general, the facility is still in place with most of the equipment sitting idle. i-80 Gold Corp’s objective is to refurbish and restart the POX circuit and associated unit operations, including the existing oxygen plant, as it was operating before the shut-down, while meeting all new regulatory requirements. The flotation circuit is not being considered for restart. The POX circuit will have capability to operate under either acidic or basic conditions.

For the Mineral Point Open Pit Project, previous operating experience as well as the metallurgical test work confirms the amenability of oxide material to heap leaching for precious metals extraction. From 2004 to 2014, seven test work programs were carried out, by Kappes Cassiday Associates (KCA) focusing on column leaching and bottle roll leach testing of the oxide deposits, namely Archimedes, 426 and Mineral Point.
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Mineral Point estimated recoveries are based on alteration type ranging from 83% to 84.4% gold and 40% to 45.2% silver for oxide mineralization.

Exploration and Drilling

The RHMC drillhole database consists of data from over 3,600 drillholes and 2.3 million feet of drilling from throughout the southern portion of Eureka County. The database includes holes that have been drilled to test 24 different targets and includes reverse circulation, diamond core, reverse circulation pre-collar with diamond core tail and percussion and churn drill hole types. A total of 2,491 drillholes have been drilled on the current Ruby Hill property and 2,100 drillholes totaling 1.5 million feet of drilling define the Mineral Point Trend and Archimedes deposits.

The dataset used to produce the Mineral Resource Estimate for the Mineral Point Trend consists of drillhole data compiled from eight companies and work carried out from 1950 to 2015; however, 95% of the drilling was completed from 1992 to 2015 by Homestake, and subsequently by Barrick following completion of its acquisition of Homestake in 2004.

Just over 75% of drilling carried out at Ruby hill has been reverse circulation drilling. Diamond drilling has been used to provide drill core for detailed geological and geotechnical logging, metallurgical sampling, to extend reverse circulation holes below the water table to ensure representative sampling for assaying and as twin holes to confirm reverse circulation hole sampling. Mud rotary and other drill types have mainly been used to drill pre-collar holes for diamond drilling.

i-80 completed 9,883 feet of drilling in 2021 at Ruby Deeps for infill. Holes were drilled using RC pre-collars followed by HQ core-tails. In 2022, 137,210 feet of drilling was completed with a mix of core and RC. Core drilling was conducted by National Drilling (Salt Lake City, UT) with RC conducted by Envirotech Drilling (Winnemucca, NV). Where documented, core sizes drilled include PQ (3.345 in), HQ3 (2.406 in), HQ (2.5 in), and NQ (1.875 in). Most holes were inclined. Thirty-six i-80 holes totaling 75,546.5 feet contributed to the current resource estimation, representing about 30 percent of holes flagged for use in the Ruby Deeps and 426 deposits. The remainder of the i-80 drilling was in exploration areas including Hilltop, Ruby Deeps expansion, Blackjack definition, 428, and Blue Sky. All of the i-80 holes contributing to the current resource estimation were drilled using core or RC precollar with core tail.

Drill hole collars are surveyed by the Ruby Hill surveyor using Trimble equipment with sub-centimeter accuracy referencing a local base station with GNSS rover. Coordinates are collected in the Ruby Hill mine grid, NAD83(2011), US survey feet. Downhole surveys are performed by IDS using a north seeking gyro.

i-80 logs geological characteristics of drill samples in Excel, filling data fields similar to those recorded by Barrick and Homestake but with additional focus on sulfides to support characterization of CRD mineralization. Data is organized in Excel sheets with tabs for geotechnical, sampling, lithology, alteration, oxide, sulfide, structure, point data, veins, density and water level information. Core recovery averaged about 93%, which is comparable to core recovery of Barrick’s drilling campaigns. Recovery within the modeled mineral envelopes is similar to overall recovery, about 93% for Ruby Deeps and about 95% for 426. The slightly higher recovery within the 426 zone correlates with relatively high RQD values in the OGLL host unit.

Geometry of Carlin type mineralization at Ruby Hill is well understood, and drill spacing is close enough to allow true thickness to be reasonably represented by interpolating between mineralized intercepts in adjacent drill holes. Most holes intersect the mineralization at near-normal orientations.

Sampling and Data Verification

Since 2021, Carlin-type mineralization exploration samples have been submitted to ALS Minerals, an ISO/IEC 17025:2017 certified and accredited laboratory of Sparks, Nevada. Base-metal mineralization exploration samples have been submitted to American Assay Laboratories, which is an ISO 9001 and 17025 certified and accredited laboratory in Sparks, Nevada, for sample preparation and analysis. American Assay Laboratory is used for umpire check sample analysis of Carlin-type mineralization. ALS Minerals is used for umpire check sample analysis of base-metal mineralization. The drill and geochemical samples are collected in accordance with accepted industry standards. Data verification was completed as part of the generation of the mineral resources estimate. All data collected, including but not limited to collar location, downhole survey, geological, and analytical data, are subject to i-80 Gold’s Quality Assurance, Quality Control (“QAQC”) procedures.

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Economic Analysis

Archimedes Underground

The economic model is based on a mine plan that includes 69% inferred mineral resources. The results obtained excluding inferred material is a gross adjustment. Recalculation of capital and operating costs has not been included in the scenario excluding inferred mineral resources. The values presented are derived from a constant dollar after tax cash flow analysis.

Value Without Inferred
Value With Inferred
Gold price (US$/oz) $2,175
Silver price (US$/oz) $27
Mine life (years) 10
Mining Rate (tons/day)
 450 1600
Mining Rate (tonnes/day)
 408 1451
Tons processed Autoclave (kton)
 1452 4846
Tons processed Autoclave (ktonnes)
 1317 4396
Average Grade Autoclave (Au oz/ton)
 0.209 0.209
Average Grade Autoclave (Au g/t)
 7.17 7.17
Average Gold Recovery (Autoclave %)
 90% 90%
Autoclave Gold Produced (koz)
 272 910
Tons Processed Heap Leach (kton)
 56 171
Tons Processed Heap Leach (ktonnes)
 51 155
Average Grade Heap Leach (Au oz/ton)
 0.111 0.111
Average Grade Heap Leach (Au g/t)
 3.81 3.81
Average Gold Recovery (Heap Leach %)
 87% 87%
Heap Leach Gold Production (koz)
 5.5 18
Average Annual Gold Production (koz)
 31 110
Total Gold Recovered (koz)
 278 928
Project After Tax NPV5%(M$)
N/A
 127
Project After Tax NPV8%(M$)
N/A
 91
Project After Tax IRR
NA
 0.23
Payback Period
NA Years
7.8 Years
Notes:

1.Net of byproduct sales.
2.Excludes, construction capital, exploration, corporate G&A, interest on debt, and corporate taxes.
3.Excludes exploration, corporate G&A, interest on debt, and corporate taxes.
4.The financial analysis contains certain information that may constitute "forward-looking information" under applicable United States and Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the Company’s achievement of the full-year projections for ounce production, production costs, AISC costs per ounce, cash cost per ounce and realized gold/silver price per ounce, the Company’s ability to meet annual operations estimates, and statements about strategic plans, including future operations, future work programs, capital expenditures, discovery and production of minerals, price of gold and currency exchange rates, timing of geological reports and corporate and technical objectives. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking information, including the risks inherent to the mining industry, adverse economic and market developments and the risks identified in the Company’s annual information form under the heading "Risk Factors". There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this report is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Mineral Point Open Pit

The economic analysis of the Mineral Point Project is based on the mine schedule, capital and operating costs, metal recovery parameters, and royalties. The project, operated by i-80 Gold, is planned as an open pit operation with a processing rate of 68,000 tons per day. The economic model assumes a gold price of $2,175/oz and a silver price of $27.25/oz, with a total initial capital investment of $708 million and sustaining capital of $388 million. In addition, approximately 115 million tons of stripping is required to gain access to the body of mineralized material, costing $287 million. The life-of-mine (LOM) plan spans approximately 16.5 years, with total recovered gold and silver estimated at 3.5 million ounces and 72 million ounces, respectively. The estimated pre-tax net present value (NPV) at a 5% discount rate is $827.6 million, with an internal rate of return (IRR) of 13.8% and a payback period of 7.6 years. After-tax, the NPV at 5% is reduced to $614.1 million, with an IRR of 12.1% and a payback period of 7.9 years.


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Parameter
Unit
 Value Without Inferred Value With Inferred
Gold price
 US$/oz
 $2,175 $2,175
Silver price
 US$/oz
 $27.25 $27.25
Mine life (years) year 11.5 16.5
Mining Rate
 kton/day 328.8 356.2
Mining Rate
ktonnes/day
 298.3 323.1
Processing Rate
 kton/day 49.3 68.4
Processing Rate
ktonnes/day
 44.7 62.1
Total Processed Material
 kton 195.6 395.4
Total Processed Material
ktonnes
 177.4 358.7
Total Mine Material
 kton 988.0 1,675.2
Total Mine Material
ktonnes
 896.3 1,519.7
Average Processing Grade Au toz/ton 0.012 0.011
Average Processing Grade Au
g/t
 $0.4 0.38
Average Processing Grade Ag toz/ton 0.383 0.448
Average Processing Grade Ag
g/t
 13.1 15.4
Contained Au ktoz 2,430 4,525
Contained Ag Ktoz 76,109 177,293
Recovered Au ktoz 1,969 3,529
Recovered Ag ktoz 31,407 72,028
Heap Leach Recovery Au (average) % 81% 78%
Heap Leach Recovery Ag (average) % 41% 41%
Total LOM CAPX US$M $941.2 $1,383.2
NPV @ 5% US$M $157.9 $614.1
NPV @ 8% US$M $(10.9) $295.8
IRR % 8% 12%
Payback Period Year 7.9 7.6

Mineral Resources Comparison

For the year ended December 31, 2023, the Company was not subject to S-K 1300, and reported its mineral reserve and resources in accordance with NI 43-101.

The comparison of the Mineral Resources as of December 31, 2023 and December 31, 2024 can be found in the table below.

In 2024 the total tonnes and ounces in the Mineral Point Open Pit increased due to a new resource estimate which used a higher gold price and lower cut-off grade than the previous estimate.

In 2024 for the Archimedes Underground Project, the total tonnes and ounces increased in the indicated category, but decreased in the inferred category. The increase in indicated tonnes and ounces and decrease in inferred tonnes and ounces are both due to a new resource estimate which used a combination of stope optimizer software in the estimation process, a lower cut-off grade, and higher gold price. The stope optimizer methodology generates optimal mineable stope geometries while considering several factors including geological constraints, grade distribution and stope dimensions. This significantly improves the accuracy of mineral resource estimates and has become an industry standard for underground deposits in Nevada. In addition, the new resource estimate contained new drilling conducted by i-80 Gold since the publication of the previous resource estimate.

In 2024 the total tonnes and ounces in the Archimedes Open Pit decreased in both the indicated and inferred categories due to a new resource estimate which only included oxide gold and silver mineralization and excluded base metal mineralization.

December 31, 2024 December 31, 2023 Percent Difference
Category Ounces
Gold		 Ounces
Silver		 Ounces
Gold		 Ounces
Silver		 Gold Silver
Ruby Hill Mineral Point Open Pit - Indicated 3376 104332 3217 97457 5% 7%
Ruby Hill Mineral Point Open Pit - Inferred 2117 91473 1872 72370 13% 26%
Ruby Hill Archimedes Underground - Indicated 436 92 202 22 116% 318%
Ruby Hill Archimedes Underground - Inferred 988 286 1588 439 (38)% (35)%
Ruby Hill Archimedes Open PIt - Indicated 272 1490 657 5878 (59)% (75)%
Ruby Hill Archimedes Open PIt - Inferred 31 250 190 1102 (84)% (77)%
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Net Book Value

The net book value of the Ruby Hill Complex and its associated plant, equipment and mineral interests was approximately $110.4 million as of December 31, 2024.

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ITEM 3. LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

There are no legal proceedings material to the Company to which the Company or its subsidiaries is or was a party, or to which any of the Company's property is or was subject, since the beginning of the most recently completed financial year of the Company, and, as of the date hereof, no such proceedings are known by the Company to be contemplated, other than as set out herein.

Regulatory Actions

No penalties or sanctions were imposed against the Company by a court relating to securities legislation or by a securities regulatory authority, nor were any settlement agreements entered into by the Company before a court relating to securities legislation or with a securities regulatory authority, during the last financial year of the Company, and no other penalties or sanctions have been imposed by a court or regulatory body against the Company or its subsidiaries that would likely be considered important to a reasonable investor in making an investment decision.
ITEM 4. MINE SAFETY DISCLOSURES

Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-K.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information

The Company’s Common Shares trade on the NYSE American and the TSX under the symbols IAUX and IAU, respectively. On March 28, 2025, there were approximately 91 holders of record of the Shares, which does not include shareholders for which shares are held in nominee or street name. The Company believes that more than half of our common shares are beneficially owned by investors in the United States.

Dividends and Distributions

The Company does not have a formal dividend policy and it has not declared any cash dividends or distributions since its formation. The Company currently intends to retain future earnings, if any, to finance further business development. The payment of any cash dividends or distributions to shareholders of the Company in the future will be at the discretion of the directors of the Company and will depend on, among other things, the financial condition, capital requirements and earnings of the Company and any other factors that the directors may consider relevant. In addition to those restrictions set out under the BCBCA, several of the Corporation's financing documents, including its convertible credit agreements with Orion and Sprott, restrict the ability of the Company to pay dividends to its shareholders. The BCBCA provides that a company may declare or pay a dividend, whether out of profits, capital or otherwise, unless there are reasonable grounds for believing that the company is insolvent or that the payment of the dividend would render the company insolvent.
Prior Sales of Unregistered Securities
The following information represents securities sold by the Corporation for the period covered by this Annual Report which were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

On May 1, 2024, the Corporation completed a bought deal public offering of an aggregate of 69,698,050 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Corporation of approximately $83.5 million (C$115.0 million). Each Unit consists of one Common Share and one-half of one Common Share purchase warrant of the Corporation. The public offering was conducted relying on Regulation S and/or Section 4(a)(2) of the Securities Act.

On March 20, 2024, the Corporation issued 1,127,336 Common Shares to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC at a deemed price of US$1.2738 per share as partial consideration of the contingent value rights payment related to Granite Creek relying on Regulation S of the Securities Act.

On February 20 and 21, 2024, the Corporation completed the first tranche of a non-brokered private placement of common shares. An aggregate of 12,989,204 million shares were issued by the Corporation at a price of C$1.80 per common share for aggregate gross proceeds of C$23,380,567.20. Certain directors and/or officers of the Corporation subscribed for an aggregate of 162,404 Common Shares under the private placement. On March 20, 2024, the Corporation completed a second tranche of the private placement, issuing an additional 75,000 Common Shares at a price of C$1.80 per share to an arm's length purchaser for additional gross proceeds of C$135,000. The private placement was conducted relying on Regulation S, Section 4(a)(2) and/or Rule 506(b) of the Securities Act.

On February 9, 2024, the Corporation issued 1,600,000 Common Shares to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC at a deemed price of US$1.33 per share as partial consideration of the contingent value rights payment related to Granite Creek relying on Regulation S of the Securities Act.

On January 24, 2024, the Corporation issued 500,000 warrants to OMF Fund III (Hg) Ltd., an affiliate of Orion, with each warrant exercisable to acquire one Common Share at a price of C$2.717 per share, subject to customary anti-dilution adjustments, until January 24, 2028. The warrants were issued in connection with the extension of certain of the Corporation's delivery obligations under its Silver Purchase and Sale Agreement and relied on Regulation S of the Securities Act.

During the fiscal year ended December 31, 2024, we granted to certain of our directors, officers, key employees, and consultants options to purchase 891,316 Common Shares with a weighted average exercise price of CAD$1.75 per share relying on Regulation S and/or Section 4(a)(2) of the Securities Act.

During the fiscal year ended December 31, 2024, we issued an aggregate of 2,051,374 restricted share units and 420,927 deferred share units to certain directors in reliance on Section 3(a)(9) of the Securities Act.

During the fiscal year ended December 31, 2024, we issued an aggregate of 2,051,374 restricted share units and 420,927 deferred share units, and an aggregate of 420,927 Common Shares upon settlement of restricted share units and deferred share units, to certain directors in reliance on Rule 506(b) of the Securities Act.

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Certain Canadian Federal Tax Considerations for U.S. Holders

The following generally summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Tax Convention (1980) (the “Convention”) to the holding and disposition of our common shares.

Comment is restricted to holders who are beneficial owners of our common shares each of whom, at all relevant times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the United States for tax purposes, (ii) is a “qualifying person” under and entitled to the benefits of the Convention, (iii) holds all common shares as capital property, (iv) deals at arm’s length with and is not affiliated with i-80, (v) does not and is not deemed to use or hold any common shares in a business carried on in Canada, (vi) is not an insurer that carries on business in Canada and elsewhere and (vii) is not an “authorized foreign bank” (as defined in the Canadian Tax Act) (each such holder, a “U.S. Resident Holder”).

Generally, a U.S. Resident Holder’s common shares will be considered to be capital property of such holder for purposes of the Canadian Tax Act provided that the U.S. Resident Holder is not a trader or dealer in securities, did not acquire, hold, or dispose of the common shares in one or more transactions considered to be an adventure or concern in the nature of trade, and does not hold the common shares in the course of carrying on a business.

Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including certain limited liability companies) may not in all circumstances be entitled to the benefits of the Convention. Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its common shares. This summary does not deal with special situations such as the particular circumstances of traders or dealers in securities or holders who have entered into a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Canadian Tax Act) in respect of the common shares. Such holders should consult their own tax advisors.

This summary is based on the information contained in this Form 10-K, the current provisions of the Canadian Tax Act in force as of the date prior to the date hereof, all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Proposed Amendments”), the provisions of the Convention as amended by the Protocols thereto prior to the date hereof, and the administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof. This summary assumes that the Proposed Amendments will be enacted in the form proposed, although no assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. Other than the Proposed Amendments, this summary does not take into account nor anticipate any changes in law or in the CRA’s administrative policies or assessing practices, whether by way of judicial, legislative, governmental, or administrative decision or action, although no assurance can be given in these respects. Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from the federal Canadian income tax considerations set out herein.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations, and is not intended to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice with respect to their particular circumstances. The discussion below is qualified accordingly.

Currency conversion

Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act.

Dividends on common shares

A U.S. Resident Holder to whom i-80 pays or credits, or is deemed to pay or credit, a dividend on such holder’s common shares will generally be subject to Canadian withholding tax, and i-80 will be required to withhold the tax from the dividend and remit it to the CRA for the holder’s account. The rate of withholding tax under the Canadian Tax Act is 25% of the gross amount of the dividend, but the rate applicable to a dividend paid or credited to a U.S. Resident Holder who is the beneficial owner of the dividend should generally be reduced under the Convention to 15% (or, if the U.S. Resident Holder is a company which is the beneficial owner of at least 10% of the voting stock of i-80, 5%) of the gross amount of the dividend. For this purpose, a company that is a resident of the United States for purposes of the Canadian Tax Act and the Convention and is entitled to the benefits of the Convention shall be considered to own the voting stock of i-80 owned by an entity that is considered fiscally transparent under the laws of the United States and that is not a resident of Canada, in proportion to such company’s ownership interest in that entity.

Disposition of common shares

A U.S. Resident Holder who disposes or is deemed to dispose of one or more common shares generally should not incur any liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition, unless the common shares constitute “taxable Canadian property” (as defined in the Canadian Tax Act) of the U.S. Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief under the Convention.

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Generally, a U.S. Resident Holder’s common shares will not constitute “taxable Canadian property” of such holder at a particular time at which the common shares are listed on a “designated stock exchange” (as defined in the Canadian Tax Act) (which currently includes the TSX and NYSE American) unless both of the following conditions are concurrently met at any time during the 60 month period that ends at the particular time:

(i) 25% or more of the issued shares of any class or series of the capital stock of i-80 were owned by or belonged to one or any combination of:

a.the U.S. Resident Holder,
b.persons with whom the U.S. Resident Holder did not deal at arm’s length, and
c.partnerships in which the U.S. Resident Holder or a person referred to in clause b. holds a membership interest directly or indirectly through one or more partnerships, and

(ii) more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in respect of, interests in, or, for civil law, rights in, such properties, whether or not the property exists.

In certain circumstances, a common share may also be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act.

Even if the common shares constitute “taxable Canadian property” to a U.S. Resident Holder, under the Convention, such a U.S. Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized by such holder on a disposition of such common shares, provided the value of such common shares is not derived principally from real property situated in Canada (within the meaning of the Convention).

U.S. Resident Holders whose common shares are or may be taxable Canadian property should consult their own tax advisors.

Use of Proceeds

On June 25, 2024, our shelf Registration Statement on Form F-10 (File No. 333-279567) was declared effective which registered the sales of securities of up to C$300,000,000.  On August 12, 2024, we filed a prospectus supplement relating to the company’s ATM Program for gross proceeds of up to US$50 million.  The ATM Program terminated on March 31, 2025.  For the period from August 12, 2024, to December 31, 2024, the Company issued 22.4 million common shares under the ATM Program at a weighted average share price of $1.01 per common share for total gross proceeds of $22.6 million. Transaction costs incurred of $0.9 million are presented as a reduction to share capital.  There has been no material change in our planned use of the net proceeds from our offering described in the prospectus supplement. The Company intends to use the net proceeds from the Offering, if any, to advance the exploration, development, expansion, and working capital requirements of the McCoy-Cove Project, the Granite Creek Project, the Lone Tree Project, the Ruby Hill Project and for debt repayment and general corporate and working capital purposes. None of the payments were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.

ITEM 6. [Reserved]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Index to Management's Discussion and Analysis of Financial Condition and Results of Operations
 Page

OVERVIEW

Company Overview
i-80 Gold Corp. is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and extraction of gold and silver. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of projects strategically located on Nevada's most prolific gold-producing trends. The Company's wholly owned principal assets, which are at various stages of permitting and development, include the Granite Creek property, the Ruby Hill property, the Lone Tree property, the Cove property, and the FAD property.
The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the NYSE American (“NYSE”) under the symbol IAUX. The Company’s head office is located in Reno, Nevada, United States ("US"). The Company's executive office is located in Toronto, Ontario, Canada.

Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.

Transition to US Generally Accepted Accounting Principles ("US GAAP")

Historically, the Company has prepared its financial statements under International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board ("IFRS") permitted by security regulators in Canada, as well as in the U.S. under the foreign private issuer status as defined by the United States Securities and Exchange Commission ("SEC"). On June 28, 2024, the Company determined that it would no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025. As a result, beginning January 1, 2025 the Company was required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company was required to prepare its financial statements using US GAAP effective beginning with the Company’s 2024 annual consolidated financial statements to which this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") relates and for all subsequent reporting periods. The transition to US GAAP was made retrospectively. The Company transitioned to US GAAP effective December 31, 2024 and has retroactively restated its comparatives.

The main transition adjustments recognized in the Company's financial statements as at December 31, 2024 were as follows:
•Capitalization reversal of $80.2 million related to underground development at the Granite Creek and Cove projects as US GAAP requires mineral reserves to be declared in order to begin the development stage.

•Reclamation liabilities and assets decreased by $17.0 million and $20.5 million, respectively due to the use of a credit adjusted risk free rate, a higher discount rate than what was used under IFRS partially offset by the inclusion of third-party costs under US GAAP.

•Certain embedded derivatives such as the equity portion of the convertible debenture conversion option were derecognized under US GAAP as they were determined to be indexed to the company's own stock. The reclassification from equity to debt was $18.9 million. As a result of the reclassification, the effective interest rate was reduced from 18.99% to 9.24%. As at December 31, 2024 $5.4 million of accretion was recorded and the net change in equity was $13.9 million.

•For the Company's accounting of the 2023 acquisition of Paycore Minerals Inc ("Paycore"). an additional deferred tax liability of $13.9 million was recognized due to an IFRS exemption that is not available under US GAAP on acquisition date.

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Operational and Financial Overview
Three months ended
December 31,		 Year ended
December 31,
2024 2023 2024 2023
Revenue $000s 23,228  25,837  50,335  54,910 
Net loss $000s (17,730) (36,053) (121,533) (89,654)
Loss per share
$/share
 (0.04) (0.12) (0.34) (0.33)
Cash flow used in operating activities
 $000s (9,223) (4,919) (82,501) (77,465)
Cash and cash equivalents $000s 19,001  16,277  19,001  16,277 
Exploration feet drilled
ft
 26,533  38,354  106,221 182,030
Gold ounces sold1
 oz 9,053  14,331  21,527  29,370 
Average realized gold price2
$/oz
 2,560 1,989 2,332 1,956

Fourth Quarter 2024

•Total revenue totaled $23.2 million for the quarter compared to $25.8 million in the comparative prior year period due to lower volumes sold partially offset by a higher average realized gold price.
•Gold sales1 totaled 9,053 ounces at an average realized gold price2 of $2,560 per ounce, resulting in revenue of $23.2 million, compared to gold sales1 of 14,331 ounces at an average realized gold price2 of $1,989 per ounce, resulting in revenue of $28.5 million in the fourth quarter of 2023.
Loss per share of $0.04 per share for the quarter, a decrease from $0.12 loss per share in the prior year period.
•Cash used in operating activities was $9.2 million, an increase in cash used from the prior year period due to comparatively lower change in working capital.
•Cash balance of $19.0 million as at December 31, 2024, a increase of $2.8 million from the end of the third quarter due to proceeds from the at-the-market equity program partially offset by cash used in operations and exploration and development activities.
•Adopted a new development plan, following a leadership change, to permit, construct, and ramp up five gold projects over the balance of the decade aiming to create a mid-tier gold producer capable of producing approximately 400,000 to 500,000 ounces of gold annually, starting with the development of three underground mines while accelerating two large open pit oxide deposits.
•Commenced the process of updating the Preliminary Economic Assessments for five gold projects, which were completed as planned in the first quarter of 2025.
•Continued to advance gold projects which are currently at various stages of redevelopment, with a focus on the continued ramp up at the Granite Creek Underground Project, strengthening the balance sheet, and ongoing permitting at all five projects.
•Initiated a recapitalization plan to reschedule current debt obligations and provide the additional capital required to execute the new development plan.
Year ended December 31, 2024

•Revenue totaled $50.3 million compared to $54.9 million in the comparative prior year period due to lower volumes sold partially offset by higher average realized gold price.
•Gold sales1 totaled 21,527 ounces for the year at an average realized gold price2 of $2,332 per ounce, resulting in revenue of $50.2 million, compared to gold sales of 29,370 ounces at an average realized gold price2 of $1,956 per ounce, resulting in revenue of $57.5 million in 2023.
•Cash used in operating was $82.5 million, an increase from the prior year primarily due to lower production from the Company’s projects, partially offset by higher average realized gold price.
•Loss per share of $0.34 per share was an increase from $0.33 loss per share in the comparative prior year.
•Year-end cash balance of $19.0 million, an increase of $2.7 million during the year due to cash provided by financing activities, partially offset by cash used in operations and exploration and pre-development expenditures.
•Approximately 110,000 feet of core and reverse circulation drilling completed with multiple positive results to expand mineralization further at the Granite Creek Underground Project, the Archimedes Underground Project within the Ruby Hill property, and the Cove Project.
•Published its second annual sustainability report which is accessible on the Company’s website.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
2This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
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Strategy Overview

On November 12, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested of the newly appointed CEO in September of 2024. The new development plan includes the development of three underground mines, but also includes accelerating, permitting, and the development of two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area. The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term. The Company also confirmed the initialization of a recapitalization plan of its balance sheet to support the new development plan. The Lone Tree Autoclave remains the centralized refractory mineral processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study in the third quarter of 2025.
Further, Management reported that a base metal focused joint venture on the Ruby Hill property does not fit the new development plan. Given the Company’s balance sheet constraints and additional capital required for the new development plan, all higher risk projects with low certainty of economic viability have been terminated of deferred. The Company will consider focusing on such projects when the balance sheet is in a stronger position and the Board approves allocating risk capital to these types of projects.

The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be worked through. It is expected that the project will likely remain deferred for another decade.

Recapitalization Plan

On November 12, 2024 the Company announced a two-step recapitalization process based on demonstrating a viable path to generating free cash flow, and rescheduling and/or refinancing the Company’s existing debt obligations. Phase one of this plan included finding a solution for short-term commitments including deferral of the gold and silver deliveries which were scheduled for December 31, 2024 and early January 2025, respectively. Phase two of the recapitalization plan involves working with the Company’s current partners as well as seeking new capital providers to restructure its existing debt and provide sufficient capital to execute on the Company’s new development plan with repayment terms that align with the Company’s ability to service that debt.

On December 31, 2024 the Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 as part of an amendment of those agreements with Orion. As part of the agreements with Orion, gold and silver deliveries including 3,210 ounces of gold and 400,000 ounces of silver, scheduled for delivery on December 31, 2024, and January 15, 2025, respectively were deferred to March 31, 2025, subject to i-80 Gold’s compliance with the Waiver Agreements (as defined below), and the other conditions described below. Additionally, Orion agreed to extend the expiry date of its convertible credit agreement dated December 13, 2021 to June 30, 2026, which was reflected in an amended and restated convertible credit agreement with Orion on January 15, 2025 (the "Orion Convertible Loan").

In connection with the gold and silver delivery deferrals and the extension to the Orion Convertible Loan (collectively, the “Waiver Agreements”), i-80 Gold agreed to issue to Orion five million common share purchase warrants with an exercise price of C$1.01 per share, subject to customer anti-dilutive adjustments (the “2025 Orion Warrants”). The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion agreed to enter into an offtake agreement dated February 7, 2025 (the “Orion Offtake Agreement”) based on similar terms to the existing amended and restated offtake agreement with Deterra Royalties Limited (acquirer of Trident Royalties PLC) which expires at the end of December 2028 (the "Deterra Offtake"). The Orion Offtake Agreement will become effective on December 28, 2028 and shall expire on December 31, 2034. The Waiver Agreements are subject to ongoing conditions, including a requirement to satisfy minimum cash requirements, as amended by these Waiver Agreements, through March 31, 2025.

Management has been engaged in discussions with existing and potential new partners, and aims to complete second phase of its refinancing plan by June 30, 2026, the date of maturity of the Orion Convertible Loan.

New Development Plan & Update on Joint Venture for the Ruby Hill Project

On November 12, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested of the newly appointed CEO in September of 2024. The new development plan includes the development of three underground mines, but also includes accelerating permitting and development of the two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area. The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term. The Company also confirmed the initialization of a recapitalization plan of its balance sheet to support the new development plan. The Lone Tree Autoclave remains the centralized refractory mineral processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study in 2025.
Further, Management reported that a base metal focused joint venture at the Ruby Hill project does not fit the new development plan. Given the Company’s balance sheet constraints and additional capital required for the new development plan all higher risk projects with low certainty of economic viability were deferred until the balance sheet is in a stronger position and the Board of Director approves allocating risk capital to these projects.

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Outlook
1
The Company expects to produce between 30,000 to 40,000 ounces1 of gold in 2025. Extraction from Granite Creek underground is expected to range between 20,000 to 30,000 ounces1 of gold, and the Company’s two residual heap leach operations are expected to contribute approximately 10,000 ounces of gold in 2025.

Initial Assessments covering the Company’s five gold projects were filed in March 2025, and outline three areas of growth expenditure over the next three years to support the advancement of the Company’s development plan. These growth expenditures which are discretionary and subject to available resources, ranked from highest priority are: (i) advancing permitting activities, (ii) feasibility studies, and (iii) development work at Archimedes underground. For 2025, the growth expenditures are expected to total between $40 million to $50 million.

Management is advancing its recapitalization plan to support the Company’s development plan on several fronts, and is in active discussions with several parties regarding a number of financing options including a senior lending facility, royalty sales, non-core asset sales (such as its FAD property), a working capital facility, as well as terming out the 2025 quarterly gold prepays. Further to the recapitalization plan, the Company restructured its March 31, 2025, gold prepay and silver deliveries and entered into a working capital facility, as described herein.

This outlook, including expected results and targets, is subject to various risks, uncertainties and assumptions, which may impact future performance and the Company’s ability to achieve the results and targets discussed in this section. Please refer to "Cautionary Statements on Forward Looking Statements" section. The Company may, but is under no obligation to, update this outlook depending on changes in metal prices and other factors.

New Gold & Silver Prepay Agreement & Working Capital Facility

On March 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 ounces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay and Silver Purchase and sale agreements. The obligations under the prepay arrangement with National Bank are secured by the FAD project. In addition, the Company is finalizing a working capital facility with Auramet International, Inc. for up to $12 million, maturing in 12 months.

Financing Overview

Financing overview for the year ended December 31, 2024:

Contingent Payments

•In the first quarter of 2024, the Company paid Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively "Waterton") as part of the contingent value rights payment (production milestone) 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million contingent value rights payment (price condition).

Equity Offerings

•In the first quarter of 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for gross proceeds of $17.4 million (C$23.5 million).

•On May 1, 2024, the Company completed a bought deal public offering of 69.7 million units at a price of C$1.65 per unit for gross proceeds of $83.5M (C$115.0 million). Each unit consists of one common share of the Company and one half of one common share purchase warrant.

•On June 24, 2024, the Company obtained a receipt for a final short form base shelf prospectus (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.

•On August 12, 2024 the Company implemented an at-the-market equity program ("ATM Program") to sell through the TSX and NYSE common shares up to aggregate proceeds of $50 million. For the year ended December 31, 2024, net proceeds of $22.6 million were received from the issuance of 22.4 million shares sold. The ATM Program expired on March 31, 2025. As at March 31, 2025, 26.7 million shares were issued for gross proceeds of $25.1 million under the ATM Program since the inception.

Gold Prepay Amendments

•On March 28, 2024, the Company entered into an amending agreement in relation to the gold prepay agreement (“Gold Prepay") with an affiliate of Orion Mine Finance (“Orion”) pursuant to which the March 31, 2024, quarterly delivery of 3,223 ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

•On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the Gold Prepay (the “Second A&R Gold Prepay”). In accordance with the terms of such amendment, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the Gold Prepay until May 10, 2024.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58%.
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•On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024, quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 ounces to Orion on or before August 31, 2024.

•As of December 31, 2024, the Company had delivered 25,343 ounces of gold towards the Gold Prepay with Orion, leaving 18,390 ounces of gold remaining to be delivered under the agreement.

Silver Purchase Agreement Amendments

•On January 12, 2024, the Company entered into an extension agreement in relation to the silver purchase and sale agreement entered into with affiliates of Orion (“Silver Purchase Agreement”) pursuant to which in the event that the amount of silver delivered under the Silver Purchase Agreement is less than the minimum delivery amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). The 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement, the Company paid an amendment fee of $0.2 million and issued 0.5 million common share purchase warrants exercisable at C$2.717 per share with an exercise period until January 24, 2028.

•On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024. During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount.

•As of December 31, 2024 the Company had delivered 701,554 ounces of silver towards the Silver Purchase Agreement, leaving 498,446 ounces of silver to be delivered in 2025 under the fixed delivery schedule.

Convertible Loan

•On October 31, 2024, The Company issued common shares in connection with the conversion by a fund managed by Sprott Asset Management USA, Inc. ("Sprott") of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.

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Events After December 31, 2024

Prospectus Offering of Common Shares

On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of approximately $15.6 million (C$22.6 million).

On February 28, 2025, in connection with the prospectus offering, the Company closed a private placement of an aggregate of 1.0 million common shares to certain directors and officers of the Company at a price of C$0.80 per share for gross proceeds of approximately $0.6 million (C$0.8 million).

Convertible Debentures

On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to its convertible debenture indenture dated February 22, 2023 ("the Indenture"). The amendments provided:

•the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;

•the conversion price applicable to the Company’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the greater of (x) 85% of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;

•that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the debenture holders; and

•the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date.

Orion Convertible Loan

On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement (A&R Convertible Credit Agreement") with an affiliate of Orion, as described herein. As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.

Further 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, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement. Additional security against the Company’s Ruby Hill and Granite Creek projects is required to be put in place by March 31, 2025. In connection with the extension of the A&R Convertible Credit Agreement, the Company has issued to Orion 5.0 million common share purchase warrants (the “2025 Orion Warrants”) with an exercise price of C$1.01 and an expiry date of January 15, 2029.

In addition, i-80 Gold and Orion have agreed to enter into an offtake agreement (the “Offtake Agreement”). The Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028.

ATM Program

Subsequent to the period ended December 31, 2024, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of $2.5 million. As at March 27, 2025, the Company had issued a total of 26.7 million common shares under the ATM Program for total gross proceeds of $25.1 million.

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Completed Preliminary Economic Assessments and Initial Assessments ("PEA") for Five Gold Projects

During the first quarter of 2025, the Company announced economic and operating highlights from preliminary economic assessments ("PEA") completed for five gold projects. These updated PEAs demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate. Technical reports for each project were filed on March 31, 2025 in accordance with S-K 1300 and Item 601 of Regulation S-K in the United States and in accordance with National Instrument 43-101 Standards for Disclosure of Mineral Projects in Canada("NI - 43-101").

Third-party Processing Agreements

The Company finalized third-party processing agreements in respect of toll milling as well as ore sales for refractory and oxide material, respectively. The Agreements remain in effect through to December 31, 2027. The Company is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027 to allow for all material from the Company's underground mines to be processed at its autoclave facility.

DISCUSSION OF OPERATIONAL RESULTS

The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. During the year ended December 31, 2024, the Company continued to advance its gold properties which are currently at various stages of redevelopment following successful exploration programs at each of the four properties.

Granite Creek

The Granite Creek property includes the Granite Creek Underground Project, a fully permitted, constructed and operating mine and the Granite Creek open pit oxide deposit adjacent to the underground project, currently in the permitting stage. The Granite Creek Underground Project is the first company asset to be redeveloped and is currently ramping up to full production.

Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time. The Granite Creek property is comprised of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, approximately 27 miles northeast of Winnemucca, within Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit).
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Granite Creek
 Three months ended
December 31,		 Year ended
December 31,
Operational Statistics
 2024 2023 2024 2023
Oxide mineralized material mined tonnes 21,369  20,839  62,789  48,573 
Sulfide mineralized material mined tonnes 8,148  12,192  27,338  30,185 
Total oxide and sulfide mineralized material mined tonnes 29,517  33,031  90,127  78,758 
Oxide mineralized material mined grade
g/t
 13.02  10.88  11.60  12.28 
Sulfide mineralized material mined grade
g/t
 9.77  8.59  8.21  10.48 
Low-grade mineralized material mined1
 tonnes 29,305  19,492  72,111  46,260 
Low-grade mineralized material grade1
g/t
 3.08  3.11  3.03  3.06 
Waste mined tonnes 65,668  42,045  164,010  106,830 
Total material mined
 tonnes 124,489  94,568  326,248  231,848 
Processed mineralized material2
 tonnes 76,594  21,400  115,769  42,537 
Gold ounces sold3
 oz 5,583  11,382  10,961  16,502 
Underground mine development (pre-development)
 ft 691  959  3,762  3,194 
Exploration drilling ft —  6,448  23,413  27,392 
Financial Statistics 2024 2023 2024 2023
Mining cost (total mineralized material and waste)
$/t
 99  100  126  124 
Processing cost (processed mineralized material)
$/t
 31  23  33  51 
Site general and administrative (“G&A”) (total mineralized material mined4)
$/t
 21  13  33  22 
Royalties
$000s
 593  430  2,507  905 
Capital expenditure5
$000s
 60  918  1,138  3,933 
Pre-development expenditures
$000s
 5,001  5,494  19,577  16,712 
Exploration expenditures
$000s
 490  1,533  4,851  3,694 
1Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.
2Processed mineralized material consists of toll treated material and material placed under leach.
3Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
4Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.
5Capital expenditure based on accrual basis.

Mining rates and gold extraction for the year 2024 were below the anticipated levels due to an escalation in groundwater ingress into the underground working areas. This development adversely affected productivity and the pace of development. In response to the increased water ingress, the mine expanded pumping capacity, deepened an existing dewatering well, drilled a new dewatering well, and reconfigured the dewatering system to enhance the flow capacity to the water treatment facility. Water levels are dropping throughout the mining area and water ingress rates are anticipated to decrease in the near term. extraction rates are expected to ramp up to steady-state during the second half of 2025. Additional dewatering infrastructure upgrades will be completed in 2025. In early 2025 a predictive groundwater model was completed and the Company is utilizing this study to evaluate future dewatering needs.

The Company continues to encounter elevated levels of oxide mineralized material. A substantial portion of this lower-grade mineralized material has been deemed suitable for processing via heap leach at the Company's Lone Tree heap leach facility. During the quarter, 1,261 ounces were processed and sold from the Lone Tree heap leach facility. Additionally, during the three months ended in December 31, 2024, 30,911 tonnes of sulfide mineralized material were processed under the toll milling agreement. As at December 31, 2024, sulfide mineralized material of approximately 13,000 tonnes were on the stockpile to be processed in 2025.

Capital expenditures for the year were primarily related to mining equipment.

Pre-development expenditures are for underground development work, definition drilling and dewatering well costs.
1
During the fourth quarter, Management began a process to update the technical reports for both the Granite Creek underground and open pit projects which were completed during the first quarter of 2025. An infill drilling program is planned to be completed in 2025 to upgrade resources to a feasibility study level. Permitting activities associated with the Granite Creek open pit expansion are planned to begin in early 2025 with the initial focus on required baseline field studies. Federal National Environmental Policy Act ("NEPA") and State of Nevada permitting is anticipated to take approximately three years.

During the three months ended December 31, 2024, the Company paused its drilling program in favor of developing an underground exploration drift. The development of an exploration drift at Granite Creek Underground commenced in the fourth quarter of 2024. This drift will provide access for infill drilling from underground in the South Pacific Zone.

1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
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Ruby Hill

During the 1990’s, an ore body was discovered, which became the Archimedes pit. Later discoveries included the Ruby Deeps sulfide deposit with the most recent discovery of the Hilltop zone. The Ruby Hill property is located within the Battle Mountain-Eureka trend, a northwest-trending geological belt located in north-central Nevada.

Ruby Hill includes the Archimedes Underground Project, the Mineral Point open pit heap leach project, as well as several base metal deposits. The Archimedes Underground Project is expected to be the Company's second underground mine. Mineral Point is a large oxide gold and silver deposit with the potential to become the Company’s largest gold producing asset. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit, as well as associated mining infrastructure. Some of the existing facilities are expected to be utilized for Mineral Point, however new crushing, a Merrill Crowe plant and heal leach facilities will be required.

The federal permit has been received from the Bureau of Land Management, with the Nevada state permits expected during the second quarter 2025. The timeframe to first production is approximately 14 months in duration from the commencement of portal blasting which will commence once the state permit is approved. In the meantime, the Company is leaching the historic leach pads, which provides minor amounts of gold extraction.

Permitting for Archimedes underground continued in the fourth quarter of 2024. During the first quarter of 2025 the Company received the record of decision from the BLM for the commencement of the underground portals. Associated state permits are still in process and are expected to be received in the second quarter of 2025. Construction of the surface facilities and associated infrastructure commenced in the fourth quarter of 2024 and will carry into the first half of 2025. Underground construction activities are expected to begin in the third quarter of 2025. The Mineral Point deposit drill program is expected to begin in the third quarter of 2025 to support geotechnical, metallurgical and hydrology studies for baseline data to advance the permitting and technical reports for Mineral Point.

 Ruby Hill
 Three months ended
December 31,		 Year ended
December 31,
Operational Statistics 2024 2023 2024 2023
Gold ounces sold oz 1,611  1,862  3,618  6,643 
Exploration drilling ft —  18,804  4,032  93,488 
Financial Statistics 2024 2023 2024 2023
Mining cost $/oz —  —  —  11 
Processing cost (processed oz) $/oz 721  583  1,245  809 
Site G&A (processed oz) $/oz 477  296  847  347 
Royalties $000s 126  106  252  356 
Capital expenditure1
 $000s 289  112  407  142 
Pre-development expenditures
 $000s 557  273  1,112  1,269 
Exploration expenditures
 $000s 134  1,766  684  15,794 
1Capital expenditure based on accrual basis.

During the three and twelve months ended December 31, 2024, the Company continued to recover ounces from the heap leach pads at Ruby Hill. The volume of ounces sold was lower than the prior year comparable periods due to the continued decline in leachable ounces. The Company will continue to recover ounces from the leach pads at Ruby Hill as long as it is economical to do so.

There was minimal spending on capital expenditures for the three and twelve months. During the fourth quarter, the Company prepared a preliminary economic assessment on the Archimedes Underground Project and Mineral Point open pit project which was finalized in the first quarter of 2025.

Exploration spending for the three and twelve months were related to metallurgical tests and drilling for metallurgical samples on the base metal deposits.

Permitting and technical study advancement of the base metal deposits at Ruby Hill including Hilltop and Blackjack have been suspended for the foreseeable future as the Company focuses on ramping up, permitting and developing the Company's three underground and two open pit oxide gold projects through the balance of the decade. As a result of the adoption of the new gold-focused strategy, the base metal joint venture, which the Company had been advancing previously, has been terminated.

Cove Project

Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. The Cove Project is a high-grade underground development project and is expected to be the Company's third underground mine. It covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District. The Cove Project is, for the most part, on land controlled by the U.S. Department of Interior, Bureau of Land Management ("BLM") and patented mining claims and consists of 1,535 100%-owned unpatented claims and twelve leased patented claims.

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The draft plan of operations has been submitted to the BLM and the baseline permitting work is largely in the process of being finalized. In 2024, the Company focused on updating their existing permits related to water pollution control and land reclamation to ensure compliance with environmental regulations and maintaining operational standards. Additionally, a new air quality operating permit application will be submitted to the regulatory agency. This new permit is essential for regulating and controlling the emissions and pollutants released into the air by the site, thereby ensuring that the operations meet air quality standards set by regulatory authorities. Management is targeting the submittal of an Environmental Impact Statement in mid-2025, which will be required primarily due to the significant project disturbance acres and impact on water. The preparation and submission of these permitting documents are anticipated to be a key priority in the first half of 2025.

 Cove
 Three months ended
December 31,		 Year ended
December 31,
Operational Statistics 2024 2023 2024 2023
Exploration drilling ft 26,533  13,102  78,776  61,150 
Financial Statistics 2024 2023 2024 2023
Pre-development expenditures
$000s
 444  2,443  2,991  6,470 
Exploration expenditures
$000s
 2,854  1,393  8,994  13,137 

Parallel to the permitting process, an infill drill program is nearing completion to expand mineral resources as well as engineering work to complete a feasibility study expected in 2025. Underground delineation drilling continued during the fourth quarter on the Helen the CSD and Gap deposits with two core rigs, completing 26,533 feet of core drilled bringing total drilling over the course of the infill campaign to approximately 78,776 feet. A further 15,000 feet of drilling is planned into the first quarter of 2025 to complete the program. The 2024/2025 drill program will be included in a planned updated feasibility study.

Lone Tree Project

The Lone Tree project is a historic producing mine that completed mining operations in 2006. The development project is located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek property and Cove underground project. The property consists of the past-producing Lone Tree mine and processing facility, as well as the nearby Buffalo Mountain deposit and the Brooks open pit mine, which is currently on care and maintenance. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, heap leach facility, assay lab and gold refinery, tailings dam, waste dumps and several buildings, including a warehouse, maintenance shop and administration building. The Company anticipates these facilities will support the development of all its mining projects.

The focus at Lone Tree is a feasibility study to evaluate the refurbishment of the autoclave facility with the intention of processing sulfide ore from the three underground mines (Granite Creek, Archimedes and Cove) in support of the Company's regional hub-and-spoke mining and processing strategy. Management continues to review the value engineering studies in preparation for the feasibility study which is expected to be completed in the third quarter of 2025.

The Lone Tree open pit is expected to remain in inventory into the 2030’s as the Company focuses ramp up, permitting and development of its three underground mines and two open pit oxide mines.

At the Company's Lone Tree property, the continued leaching of the historic leach pad is producing a reasonable amount of gold. The Company plans to continue to recover ounces from the Lone Tree leach pads as long as it is economical to do so.

Lone Tree
 Three months ended
December 31,		 Year ended
December 31,
Operational Statistics 2024 2023 2024 2023
Gold ounces sold oz 1,859  1,087  6,948  6,225 
Financial Statistics 2024 2023 2024 2023
Processing cost (processed oz) $/oz 504  1,134  663  875 
Site G&A (processed oz) $/oz 118  211  189  231 
Capital expenditure1
$000s
 184  267  762  13,162 
1Capital expenditure based on accrual basis.

Capital expenditures for the three and twelve months were related to general infrastructure in sustaining the operations and activities at Lone Tree. Spending in 2023 was related to the technical work on the refurbishment of the autoclave processing plant.

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DISCUSSION OF FINANCIAL RESULTS
  Three months ended
December 31,		 Year ended
December 31,
(in thousands of USD) 2024 2023 2024 2023
Revenue
 23,228  25,837  50,335  54,910 
Cost of sales (20,939) (21,878) (64,569) (52,852)
Depletion, depreciation and amortization (486) (1,613) (1,489) (7,202)
Gross profit (loss)
 1,803  2,346  (15,723) (5,144)
Expenses
Exploration, evaluation and pre-development 9,406  14,319  38,430  61,091 
General and administrative 6,346  5,459  20,773  21,638 
Property maintenance 3,592  3,012  14,161  13,080 
Loss from operations (17,541) (20,444) (89,087) (100,953)
Other income and expenses, net 8,094  (8,411) 2,003  35,421 
Interest expense
 (7,944) (8,051) (32,951) (27,336)
Loss before income taxes
 (17,391) (36,906) (120,035) (92,868)
Current tax expense —  (228) —  (228)
Deferred tax (expense) recovery (339) 1,081  (1,498) 3,442 
Net loss for the period
 (17,730) (36,053) (121,533) (89,654)
Financial results for the three months ended December 31, 2024

Revenue

Revenue for the three months ended December 31, 2024 was $23.2 million, a decrease of 10% from $25.8 million in the comparative prior year period. During the three months ended December 31, 2024, gold ounces sold1 totaled 9,053 ounces at an average realized gold price2 of $2,560 per ounce compared to gold ounces sold1 of 14,331 at an average realized gold price1 of $1,989 per ounce during the same period of 2023. The lower revenue was driven by lower gold ounces sold partially offset by higher price.

Three months ended
December 31,
Spot price per ounce of gold ($)
 2024 2023 % Change
Average 2,660  1,976  35  %
Low 2,567  1,819  41  %
High 2,778  2,078  34  %
Average realized 2,560  1,989  29  %
Cost of sales
Cost of sales for the three months ended December 31, 2024 was $20.9 million, which was a decrease of 4% from cost of sales of $21.9 million in the comparative prior year period due to lower sales volumes, offset by higher cost from underground dewatering efforts at the Granite Creek.
Depreciation, depletion and amortization
Depreciation, depletion, and amortization expense for the three months ended December 31, 2024 was $0.5 million, a decrease compared to $1.6 million from the prior year period. The lower expense in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
2This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
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Exploration and pre-development expenses
Three months ended
December 31,
(in thousands of USD) 2024 2023
Granite Creek
 490  1,533 
Ruby Hill
 134  1,766 
Cove
 2,854  1,393 
Other
 (82) 1,402 
Total exploration and evaluation 3,396  6,094 
Granite Creek
 5,001  5,494 
Cove 444  2,443 
Ruby Hill
 557  273 
Other 8  15 
Total pre-development 6,010  8,225 
Total exploration and evaluation and pre-development
 9,406  14,319 

For the three months ended December 31, 2024, the company incurred $9.4 million of exploration, evaluation and pre-development expenses, 34% lower compared to the three month period ended December 31, 2023 due to the infill drilling program at Granite Creek being deferred until an underground drill platform is constructed and no planned exploration at Ruby Hill during the period. Drilling at Granite Creek will transition from surface to underground as a result of inability to complete directional drilling due to poor ground conditions from surface. Underground drilling is anticipated to resume once the underground exploration drift is completed in 2025. Cove pre-development expenditures were lower in the current quarter compared to the prior year quarter as the work was largely completed in 2024.
Other income (expense)

  Three months ended
December 31,
(in thousands of USD) 2024 2023
Gain (loss) on convertible loan derivatives
 3,375  (2,204)
Gain (loss) on warrants
 8,293  (846)
Loss on Silver Purchase derivative
 (3,318) (1,274)
Loss on Gold Prepay derivative
 (77) (4,528)
Loss on deferred consideration
 —  (150)
(Loss) gain on foreign exchange
 (706) 5 
Gain on sales from Gold Prepay
 —  23 
Interest income on restricted cash 369  489 
Other income
 158  74 
Total other income (expense)
 8,094  (8,411)
Gain and loss on revaluation of the fair value of warrants and convertible loan derivatives were driven by changes in the Company’s share price during the period.
Gold Prepay and Silver Purchase Agreement are driven by changes in the gold and silver forward prices during the period.

Gain on sale of gold for the Gold Prepay was due to changes of the realized gold price compared to the pricing at inception of the agreement.


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Interest Expense
  Three months ended
December 31,
(in thousands of USD) 2024 2023
Interest accretion on Gold Prepay
 2,395  2,953 
Interest accretion on Convertible Loans
 2,887  2,513 
Interest accretion on Convertible Debentures
 1,580  1,375 
Interest accretion on Silver Purchase Agreement
 717  917 
Amortization of finance costs 362  296 
Interest paid 3  (3)
Total interest expense
 7,944  8,051 

Interest expense for the three months ended December 31, 2024 was $7.9 million was comparable to the three months ended December 31, 2023.
Financial results for the year ended December 31, 2024
Revenue

Revenue for the year ended December 31, 2024 was $50.3 million, a decrease of 8% from $54.9 million in the comparative prior year. During the year ended December 31, 2024, gold ounces sold1 totaled 21,527 ounces at an average realized gold price2 of $2,332 per ounce, compared to 29,370 at an average realized gold price1 of $1,956 per ounce during the same period of 2023. The lower revenue was primarily driven by lower ounces sold at the Granite Creek project due to the build up of stockpiled mineralized material while the toll milling agreement is under negotiation, partially offset by higher average realized gold price1.
Year ended
December 31,
Spot price per ounce of gold ($)
 2024 2023 % Change
Average 2,387  1,943  23  %
Low 1,985  1,811  10  %
High 2,778  2,078  34  %
Average realized 2,332  1,956  19  %
Cost of sales     
Cost of sales for the year ended December 31, 2024 was $64.6 million, which was an increase of 22% from cost of sales of $52.9 million in the comparative prior year, largely related to higher inventory impairment of $13.1 million and higher cost due to underground dewatering efforts at the Granite Creek mine.

Depreciation, depletion and amortization

Total depreciation, depletion, and amortization expense for the year ended December 31, 2024 was $1.5 million, a decrease compared to $7.2 million from the prior year. The lower depreciation in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
2This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
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Exploration and pre-development expenses
Year ended
December 31,
(in thousands of USD) 2024 2023
Granite Creek 4,851  3,694 
Ruby Hill 684  15,794 
Cove 8,994  13,137 
Other 172  3,791 
Total exploration and evaluation 14,701  36,416 
Granite Creek 19,577  16,712 
Cove 2,991  6,470 
Ruby Hill 1,112  1,269 
Other 49  224 
Total pre-development 23,729  24,675 
Total exploration and evaluation and pre-development 38,430  61,091 

For the year ended December 31, 2024, the Company incurred $38.4 million of exploration, evaluation and pre-development expenses compared to $61.1 million of expenses for year ended December 31, 2023. The lower exploration expense for the year ended December 31, 2024 was result of the Company pausing activities at Ruby Hill during the due diligence exclusivity period for the potential joint-venture partner which resulted in a decrease of $15.3 million and $3.4 million lower spending related to the Ruby Hill and FAD project, respectively. Pre-development expense was lower by $0.9 million than the prior year largely due to the completion of the exploration ramp at McCoy-Cove in 2023, partially offset by increases in development at Granite Creek.
Other income
  Year ended
December 31,
(in thousands of USD) 2024 2023
Gain on Convertible Loan derivatives
 11,799  21,852 
Gain on warrants
 8,981  16,686 
Loss on Gold Prepay derivative
 (7,990) (4,591)
Loss on Silver Purchase Agreement derivative
 (9,897) — 
Gain on investments
 —  997 
(Loss) gain on sales from Gold Prepay
 (3,975) 569 
Loss on foreign exchange
 (33) (27)
Loss on deferred consideration
 (102) (1,552)
Interest income on restricted cash 1,709  1,568 
Other income (expense)
 1,511  (81)
Total other income
 2,003  35,421 
The gain on the valuation of the fair value of warrants and the convertible loan conversion option derivatives were driven by an changes in the Company’s share price during the year.

The loss on the valuation of the derivatives of the Gold Prepay and Silver Purchase Agreements were driven by gold and silver forward price increases during the year.
The (loss) gain on sales from Gold Prepay was due to changes of the realized gold price compared to the price at inception of the agreement.

The gain on investments recorded were related to the Company’s investment in Paycore in the prior year fourth quarter.
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Interest Expense
  Year ended
December 31,
(in thousands of USD) 2024 2023
Interest accretion on Convertible Loans
 11,091  9,456 
Interest accretion on Gold Prepay
 11,052  8,867 
Interest accretion on Silver Purchase Agreement
 3,125  3,427 
Interest accretion on Convertible Debentures
 5,841  4,557 
Amortization of finance costs 1,386  996 
Interest paid 456  33 
Total finance expense 32,951  27,336 

Interest expense for the year ended December 31, 2024 was $33.0 million, an increase of $5.6 million compared to the year ended December 31, 2023, primarily due to compounded interest expense on the convertible loans, a full year of interest accrued on the convertible debentures compared to a partial period in 2023, and the inclusion of a full year of interest accretion on the gold prepay for the $20 million accordion that was entered into in September of 2023.

DISCUSSION OF FINANCIAL POSITION
Balance Sheet Review
Assets
Cash and cash equivalents increased by $2.7 million from $16.3 million at December 31, 2023 to $19.0 million as at December 31, 2024. Refer to the Liquidity and Capital Resources section below for further details.

Inventory has increased to $15.3 million as at December 31, 2024 from $11.4 million as at December 31, 2023 due to mineralized material in stockpiles as the NGM toll milling expired on September 30, 2024. This agreement was finalized subsequent to the current year-end. Refer to the discussion in the section Events after December 31, 2024 - Third Party Processing Agreements.

Property, plant and equipment increased from $569.4 million at December 31, 2023 to $572.4 million as at December 31, 2024, the increase was mainly due to $1.1 million in mining equipment at the Granite Creek property.

Restricted cash decreased from $44.5 million at December 31, 2023 to $40.3 million as at December 31, 2024, primarily due to a $6.0 million release of collateral on the surety bonds related to closure obligations at the Lone Tree property.
Liabilities
Total liabilities as at December 31, 2024 was $315.0 million compared to $309.0 million as at December 31, 2023 due to higher reclamation liabilities due to changes in estimate.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
Year ended
(in thousands of USD) December 31, 2024 December 31, 2023
Cash and cash equivalents 19,001  16,277 
Working capital (31,746) (25,352)

Changes in cash and cash equivalents are discussed in the cash flow section. Working capital has remained consistent from the prior comparative year end.

The Company through its recapitalization plan discussed in the Strategic Overview continues to work toward a restructuring of the scheduled deliveries under the Gold Prepay and Silver Purchase Agreement in 2025, which will provide the necessary liquidity to execute on its recapitalization and refinancing plan. In the short term the Company plans to meet its liquidity requirements by deferring non-essential costs until such time as additional capital is sourced to fund the development plan. The Company will need to raise additional capital for both its short-term and long-term requirements. Further details are described in the Outlook section for events that occurred after December 31, 2024.

The Company's ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors, many of which are not under the control of the Company. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments.
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The Company may not continue to generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities, or engage in these activities on desirable terms, which could result in a default on its debt obligations.

In addition, the Company's arrangements with Orion and Sprott and the Convertible Debentures require the Company to satisfy various affirmative and negative covenants and, in the case of the arrangements with Orion and Sprott, to meet certain financial ratios and tests. These covenants limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets, or engage in certain types of transactions. There are no assurances that the Company will not, as a result of such covenants, be limited in its ability to respond to changes in its business or competitive activities, or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments, which may allow the lenders thereunder to accelerate repayment obligations or enforce security, if any.

Debt

Year ended
December 31, 2024 December 31, 2023
Orion Convertible Loan
 57,121  46,764 
Sprott Convertible Loan 5,459  8,288 
Convertible Debentures 73,450  66,940 
Gold Prepay
 31,718  42,176 
Silver Purchase Agreement 23,574  29,662 
Other
 75  282 
Total
 191,397  194,112 

Convertible Debentures

The Convertible Debentures bear interest at a fixed rate of 8.0% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest at the market price of the common shares at time of the conversion of such interest. As at December 31, 2024, total principal and accrued interest was $75.4 million.

On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to the Indenture. For further information on the amendments, refer to the Overview section- Event after December 31, 2024 - Convertible Debentures, above.

Orion Convertible Loan

The Orion Convertible Loan bears interest at a rate of 8.0% annually and had a previous maturity of December 13, 2025. As at December 31, 2024, total principal and accrued interest was $63.9 million.

On January 15, 2025, the Company amended and restated its convertible credit agreement with Orion and entered into the A&R Convertible Credit Agreement. As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.

Further to the A&R Convertible Credit Agreement, Orion and i-80 Gold have extended the maturity date of the A&R Convertible Credit Agreement from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. See additional discussion in the Gold Prepay and Silver Purchase Agreement deferral section below.

Sprott Convertible Loan

The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. As at December 31, 2024, total principal and accrued interest is $5.9 million. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature. The change of control feature and conversion feature are considered embedded derivatives by the Company and classified as derivative financial liabilities measured at fair value.

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Gold Prepay

On December 13, 2021, the Company entered into a gold prepay agreement with Orion. In April 2022, the Gold Prepay was amended to adjust the quantity of the quarterly deliveries of gold, but not the aggregate amount of gold, to be delivered by the Company to Orion over the term of the Gold Prepay. Under the terms of the amended Gold Prepay, in exchange for $41.9 million, the Company was required to deliver to Orion 3,100 ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 ounces of gold.

On September 20, 2023, the Company entered into the A&R Gold Prepay with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay. The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 ounces of gold over a period of 12 quarters, being 1,110 ounces of gold per quarter over the delivery period with the first delivery being 1,123 ounces of gold. The first delivery will occurred on March 31, 2024, and the last delivery will occur on December 31, 2026.

As of December 31, 2024, the Company had delivered 25,343 ounces of gold towards the Gold Prepay with Orion, leaving 18,390 ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $23.6 million as of December 31, 2024. The embedded derivative for the Gold Prepay agreement was $9.7 million as of December 31, 2024.

Silver Purchase Agreement

On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion ("Silver Purchase Agreement"). Under the Silver Purchase Agreement, commencing April 30, 2022, the Company will deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project. Orion will pay the Company an ongoing cash purchase price equal to 20% of the prevailing silver price. Until the delivery of an aggregate of 1.2 million ounces of silver, the Company is required to deliver the following minimum amounts of silver ("the Annual Minimum Delivery Amount") in each calendar year: (i) in 2022, 300,000 ounces, (ii) in 2023, 400,000 ounces, (iii) in 2024, 400,000 ounces, and (iv) in 2025, 100,000 ounces. In the event that in a calendar year the amount of silver delivered under the Silver Purchase Agreement is less than the Annual Minimum Delivery Amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion may be satisfied by the delivery of refined gold instead of refined silver, at a ratio of 1/75th ounce of refined gold for each ounce of refined silver. The Silver Purchase Agreement was funded April 2022.

During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. For the year ended December 31, 2024, the Company incurred costs of $8.4 million in relation to silver delivered under the Silver Purchase Agreement. As of December 31, 2024, the Company had delivered 701,554 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $8.7 million as of December 31, 2024 which represents 498,446 ounces of silver. The embedded derivative for the Silver Purchase Agreement was $8.0 million as of December 31, 2024.

Gold Prepay and Silver Purchase Agreement deferral

The Gold Prepay delivery scheduled for December 31, 2024, and the Silver Purchase Agreement delivery scheduled for January 15, 2025, were deferred to March 31, 2025. In connection with the gold and silver delivery deferrals and the extension to the Orion Convertible Loan (collectively, the “Waiver Agreements”), i-80 Gold issued Orion five million common share purchase warrants priced at C$1.01 as January 15, 2025. The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion entered into an offtake agreement (the “Offtake Agreement”). The Offtake Agreement has similar terms to the existing agreement with Deterra Royalties Limited and will commence once the current offtake agreement expires at the end of December 2028. As amended by the Waiver Agreements there was a requirement to satisfy minimum cash requirements through March 31, 2025. The Company has satisfied the minimum cash requirements through March 31, 2025. Further details are described in the Outlook section for events that occurred after December 31, 2024.
Equity
Outstanding share data
As of March 28, 2025
Common Shares
443,358,811
Warrants
52,929,682
Stock Options
9,223,290
Restricted Share Units ("RSU")
8,626,380
Deferred Share Units ("DSU")
848,704

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Share Capital

During the year ended December 31, 2024, the Company issued the following shares:

Share issuance
 Shares issued
Gross Amounts
(000s) ($000s)
Brokered placement
 69,698 74,644 
Private placement
 13,064 17,436 
ATM Program
 22,408 22,559 
Granite Creek contingent payments
 2,727 3,564 
Shares issued in relation to convertible loan
 2,128  2,463 
Exercise of stock options 1,259  2,164 
111,284 122,830 

•Brokered Placement - On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The Company incurred $4.5 million in transaction costs in connection with the offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity. The warrants were recorded at an initial fair value of $8.9 million with the remaining

•Private Placement of Common Shares - In the first quarter of 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million).

•ATM Program - During the year ended December 31, 2024, the Company issued 22.4 million common shares under the ATM Program at a weighted average share price of $1.01 per common share for total gross proceeds of $22.6 million. Transaction costs incurred of $0.6 million are presented as a reduction to share capital. As at March 31, 2024, 26.7 million shares were issued for gross proceeds of $25.1 million under the ATM Program since the inception.

•The ATM Program was effective until the filing of the Company's annual 10-K on March 31, 2025. As the Annual Report on Form 10-K has now been filed, the Company is required to file a new registration statement for purposes of qualifying any future prospectus issuance of securities in the United States. The Company was in trading blackout from February 14, 2025 and elected not to reactivate the ATM Program.

•Contingent Payment - On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce.

•On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 6 (a) of the Financial Statements.

•On October 31, 2024, the Company issued common shares in connection with Sprott's conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.

Share Warrants

Warrant liability as at December 31, 2024 was $4.6 million (2023 - $4.5 million)

•In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share purchase warrants exercisable at C$3.275 per share with an exercise period until December 13, 2024. On September 20, 2023, in connection with the Gold Prepay the Company extended the expiry date by an additional twelve months to December 13, 2025.

•In connection with the Paycore acquisition in 2023 the Company issued a total of 3.8 million common share purchase warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants were comprised of 0.2 million common share purchase warrants at an exercise price of C$2.40 per common share until February 9, 2025 (now expired), and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at December 31, 2024 was $0.1 million.
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•In connection with the Gold Prepay entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period until September 20, 2026.

•In connection with the Silver Purchase Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period until January 24, 2028. The warrants include a four month hold period.

•As part of the Brokered Placement, 34.8 million warrants were issued, exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, share purchase warrants commenced trading on the TSX under the symbol "IAU.WT".

Cash Flows

Three months ended
December 31,		 Year ended
December 31,
(in thousands of U.S. dollars, unless otherwise noted) 2024 2023 2024 2023
OPERATING ACTIVITIES
Net loss
 $ (17,730) $ (36,053) $ (121,533) $ (89,654)
Adjustments 1,967  19,088  41,119  3,745 
Change in non-cash working capital 6,540  12,046  (2,087) 8,444 
Cash used in operating activities $ (9,223) $ (4,919) $ (82,501) $ (77,465)
INVESTING ACTIVITIES
Capital expenditures on property, plant and equipment (505) (1,772) (2,018) (17,407)
Disposal proceeds —  —  425  — 
Net cash acquired in acquisition of Paycore Minerals Inc. —  —  —  10,027 
Purchase of investments —  —  —  (894)
Cash used in investing activities $ (505) $ (1,772) $ (1,593) $ (8,274)
FINANCING ACTIVITIES
Proceeds from shares issued in brokered placement —  —  83,500  — 
Proceeds from shares issued in equity financing —  —  17,436  27,693 
Proceeds from shares issued in ATM Program 9,594  —  22,559  — 
Net proceeds from Gold Prepay —  —  —  18,932 
Net proceeds on Convertible Debentures —  —  —  61,906 
Contingent payments —  (10,000) (1,436) (21,000)
Principal repayment on Gold Prepay —  (4,283) (23,818) (16,475)
Principal repayment on Silver Purchase Agreement —  (35) (8,387) (5,725)
Share issue costs (835) (136) (5,714) (1,768)
Stock option and warrant exercises 49  2  983  1,949 
Finance fees paid (713) —  (2,227) — 
Other (32) 192  (229) (148)
Cash provided by (used in) financing activities
 $ 8,063  $ (14,260) $ 82,667  $ 65,364 
Change in cash, cash equivalents and restricted cash during the period
 (1,665) (20,951) (1,427) (20,375)
Cash, cash equivalents and restricted cash, beginning of period
 61,675  81,710  60,765  81,178 
Effect of exchange rate changes on cash held (720) 6  (48) (38)
Cash, cash equivalents and restricted cash, end of period
 $ 59,290  $ 60,765  $ 59,290  $ 60,765 

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Cash flows for the three months ended December 31, 2024

Cash used in operating activities for the three months ended December 31, 2024, was $9.2 million compared to $4.9 million cash used in operating activities in the comparative period in 2023. The $4.3 million increase in cash used in operating activities was primarily due to comparatively lower change in non-cash working capital.

Cash used in investing activities for the three months ended December 31, 2024 was $0.5 million compared to $1.8 million in the comparative period of 2023 which was primarily used to fund sustaining capital.

Cash provided by financing activities for the three months ended December 31, 2024 was $8.1 million compared to cash used in financing activities of $14.3 million in the comparative period of 2023. Cash provided by financing activities for the three months ended December 31, 2024, was primarily due to $9.6 million in ATM program proceeds. For the three months ended December 31, 2023, the Company made contingent payments and principal repayments for the Gold Prepay.

Cash flows for the year ended December 31, 2024

Cash used in operating activities for the year ended December 31, 2024, was $82.5 million compared to $77.5 million cash used in operating activities in the prior year. The increase of $5.0 million in cash used in operating activities for the year ended December 31, 2024 was due to higher gross loss before depreciation and a negative working capital change of $10.5 million partially offset by lower exploration, evaluation and pre-development expenses of $22.7 million.

Cash used in investing activities for the year ended December 31, 2024 was $1.6 million compared to $8.3 million in the prior year. Cash used in investing activities for the year ended December 31, 2024 was primarily driven by capital expenditures of $2.0 million. Cash used in investing activities for the year ended December 31, 2023 was primarily driven by $12.5 million from engineering and design work on the autoclave at Lone Tree and $3.9 million capital expenditures at Granite Creek, partially offset by cash acquired from the Paycore acquisition of $10.0 million.

Cash provided by financing activities for the year ended December 31, 2024 was $82.7 million compared to $65.4 million for the year ended December 31, 2023. Cash provided by financing activities for the year ended December 31, 2024 was higher than the prior year due to higher proceeds from equity issuances compared to the proceeds from the Gold Prepay, Silver Purchase Agreements and Convertible Debentures received in 2023. Additionally, contingent payments related to the Ruby Hill acquisition of $21.0 million were made in 2023. Partially offsetting the increase in cash provided by financing activities in the current year were higher principal repayments made for the Gold Prepay and Silver Purchase agreements.

COMMITMENTS AND CONTINGENCIES

The Company has described its commitments and contingencies in to Note 20 of the Financial Statements for the year ended December 31, 2024.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented on an annual basis. The were no significant changes in our critical accounting policies or estimates since December 31, 2023. For further details on the Company’s accounting policies and estimates, refer to the Company’s audited consolidated financial statements for the year ended December 31, 2024.

The preparation of these Consolidated Financial Statements requires management to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities, disclosure of commitments and contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions. Actual results could differ from these estimates. The significant judgements and estimates used in the preparation of these Consolidated Financial Statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities and earnings within the next financial year include:

Acquisitions

Determination of whether a group of assets acquired and liabilities assumed constitute the acquisition of a business or an asset may require the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business.

With regard to the acquisition of Paycore, the Company determined that the transaction should be accounted for as an asset acquisition. In such cases, the acquirer identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the group is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event will not give rise to recording goodwill. The Paycore transaction was recorded based on the total consideration paid for the assets. Total consideration paid in excess of the acquired assets’ fair values was attributable to the acquired mineral interests.

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Valuation of financial instruments and derivatives

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. The Company uses its judgment to select a variety of methods and makes significant assumptions that are mainly based on market conditions existing at initial recognition and at the end of each reporting period. Refer to Note 21 for further details on the methods and significant assumptions used.

Reclamation liabilities

Management assesses the reclamation liabilities on acquisition, on an annual basis or when new information becomes available. This assessment includes the estimation of the future rehabilitation costs required based on the existing laws and regulations in each jurisdiction the Company operates in, the timing of these expenditures, and the impact of changes in the discount rate. The actual future expenditures may differ from the amount currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and / or regulatory requirements in the future.

Valuation of Inventories

Finished goods, work-in-process and stockpile and mineralized material on leach pad are valued at the lower of cost and net realizable value ("NRV"). The assumptions used on mineralized material on leach pad are the amount of gold stacked that is expected to be recovered from the leach pad. The assumptions used in the valuation of work-in-process inventories include estimates of gold in the mill circuits. The determination of NRV involves the use of estimates. The NRV of inventories is calculated as the estimated price at the time of eventual sale based on prevailing and forecast metals prices less estimated future costs to convert the inventories into saleable form and associated selling costs. The NRV of inventories is assessed at the end of each reporting period. Changes in estimates of NRV may result in a write-down of inventories.

Impairment of long-lived assets

The Company assesses the carrying value of its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts of such assets may not be recoverable. Events or circumstances that could indicate that the carrying value of an asset may not be recoverable include, but are not limited to, significant adverse changes in the business climate including changes in future metal prices, significant changes to the extent or manner in which the asset is being used or its physical condition including significant decreases in production or mineral reserves, and significant decreases in the market price of the assets.

In evaluating long-lived assets for recoverability, estimates of undiscounted future cash flows of the Company's mines are used. Estimates of future cash flows are derived from current business plans which are developed using metal price assumptions; estimates of costs; resource, and exploration potential estimates, including timing and costs to develop and produce the material; and the use of discount rates in the measurement of fair value. These estimates generally rely on scientific and economic assumptions, which in some instances may not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined whether or not the deposit contains economically recoverable mineralization.

Income taxes

The provision for income taxes which is included in the consolidated statements of operations and comprehensive loss and composition of deferred income tax liabilities included in the consolidated statements of financial position is based on factors such as tax rates in the different jurisdictions, changes in tax law and management’s assessment of future results and have not yet been confirmed by the taxation authorities. The Company does not recognize deferred tax assets where management does not expect such assets to be realized based on current forecasts.

In the event that actual results differ from these estimates, adjustments are made in future periods and changes in the amount of amount of deferred tax assets recognized may be required. These adjustments could materially impact the financial position and income (loss) for the period.

The utilization of U.S. net operating loss carryforwards, tax credit carryforwards, and recognized built-in losses may be subject to limitation under the rules regarding a change in stock ownership as determined by the Internal Revenue Code and state tax laws. Section 382 of the Internal Revenue Code of 1986, as amended, imposes annual limitations on the utilization of net operating loss carryforwards, tax credit carryforwards, and certain built-in losses upon an ownership change as defined under that Section. Generally, an ownership change may result from transactions that increase the aggregate ownership of certain shareholders in the Company’s stock by more than 50 percentage points over a three-year testing period. If the Company experiences an ownership change, an annual limitation would be imposed on certain of the Company’s tax attributes, including net operating losses and certain other losses, credits, deductions or tax basis. Based on management’s calculations, the Company does not expect any of its U.S. tax attributes to expire unused as a result of the Section 382 annual limitations. However, the annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period. We continue to maintain a full valuation allowance on our U.S. net deferred tax assets since it is more likely than not that the related tax benefits will not be realized.

NON-GAAP FINANCIAL PERFORMANCE MEASURES

The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include adjusted loss, adjusted loss per share, and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with US GAAP and should be read in conjunction with the Company's Financial Statements.

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Definitions

"Average realized gold price” per ounce of gold sold is a non-GAAP measure and does not constitute a measure recognized by US GAAP Accounting Standards and does not have a standardized meaning defined by US GAAP Accounting Standards. It may not be comparable to information in other gold producers’ reports and filings.

Adjusted loss” and “adjusted loss per share” are non-GAAP measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: gain (loss) on warrants, gain (loss) on convertible debentures and loans, gain (loss) on fair value measurement of gold and silver prepayment agreement, and inventory impairments. Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share.

Average realized gold price per ounce of gold sold1

Three months ended
December 31,		 Year ended
December 31,
(in thousands of U.S. dollars, unless otherwise noted) 2024 2023 2024 2023
Nevada production
Revenue per financial statements 23,228  25,837  50,335  54,910 
Processing costs net in revenues —  2,797  —  2,797 
Silver revenue (53) (124) (125) (255)
Gold revenue 23,175  28,509  50,210  57,452 
Gold ounces sold1
 9,053  14,331  21,527  29,370 
Average realized gold price ($/oz) 2,560  1,989  2,332  1,956 
Lone Tree
Revenue 5,028  2,233  16,534  12,324 
Silver revenue
(53) (32) (82) (51)
Gold revenue 4,975  2,201  16,452  12,273 
Gold ounces sold 1,859  1,087  6,948  6,225 
Average realized gold price ($/oz) 2,676  2,025  2,368  1,972 
Ruby Hill
Revenue 4,177  3,771  8,409  12,896 
Silver revenue —  (92) (43) (204)
Gold revenue 4,177  3,679  8,366  12,692 
Gold ounces sold 1,611  1,862  3,618  6,643 
Average realized gold price ($/oz) 2,593  1,976  2,312  1,911 
Granite Creek
Revenue 14,023  19,833  25,392  29,690 
Processing costs net in revenues —  2,797  —  2,797 
Gold revenue 14,023  22,630  25,392  32,487 
Gold ounces sold1
 5,583  11,382  10,961  16,502 
Average realized gold price ($/oz) 2,512  1,988  2,317  1,969 

1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%)
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Adjusted loss1

Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:
Three months ended
December 31,		 Year ended
December 31,
(in thousands of U.S. dollars, unless otherwise noted)(i)
 2024 2023 2024 2023
Net loss
$ (17,730) $ (36,053) $ (121,533) $ (89,654)
Adjust for:
Gain (loss) on Convertible Loans valuation
 3,375  (2,204) 11,799  21,852 
Gain (loss) on warrant valuation
 8,293  (846) 8,981  16,686 
Loss on on Gold Prepay derivative valuation
 (77) (4,528) (7,990) (4,591)
Loss on on Silver Purchase Agreement derivative valuation
 (3,318) (1,274) (9,897) — 
Inventory NRV adjustment
 (1,008) (1,516) (13,103) (10,047)
Loss on contingent and deferred consideration
 —  (150) (102) (1,552)
Total adjustments 7,265  (10,518) (10,312) 22,348 
Adjusted loss
$ (24,995) $ (25,535) $ (111,221) $ (112,002)
Weighted average shares
396,433,803  297,350,856  359,206,859  274,057,213 
Adjusted loss per share
$ (0.06) $ (0.09) $ (0.31) $ (0.41)

CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS

Certain information set forth in this Annual Report on Form 10-K including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the impact and anticipated timing of the Company’s development plan and recapitalization plan, production guidance and outlook, the anticipated growth expenditures, the anticipated timing of permitting, production, project development or technical studies constitutes forward looking statements or forward-looking information within the meaning of applicable securities laws. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Readers are cautioned that the assumptions used in the preparation of information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including general economic and industry conditions, volatility of commodity prices, title risks and uncertainties, ability to access sufficient capital from internal and external sources, the Company may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of mineral resource, or production estimates and stock market volatility. Please see “Risks Factors”in this Annual Report on Form 10-K for more information regarding risks regarding the Company. All forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K or as of the dates specified in such statements. 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.

Additional information relating to i-80 Gold can be found on i-80 Gold’s website at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.

The Company's earnings and cash flows are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price. The Company does not enter into derivative instruments to manage its risks.The following summarizes the types of market risks to which we are exposed and the risk management instruments used to mitigate them. As a Smaller Reporting Company, the Company is not required to provide the information required by Item 305 of Regulation S-K.

Foreign Exchange Risk

Foreign exchange risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company's foreign exchange risk is limited as it's operations are all in the US. The Company's main currency risk is related to equity issuances that can occur in Canadian dollars. The Company monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds primarily fixed rate debt which reduces exposure to interest rate risk.

Commodity Price Risk

Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Resource prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.
The Company is exposed to gold and silver metal price risk. Changes in gold price have a significant impact on earnings and cash flow. Gold and silver prices can change due to market factors such as U.S. dollar. Decreases in market price can affect the Company's assessment of Net realizable value for inventory valuation which could lead to potential write-downs. The below shows sensitivity on metal prices on the Company's derivatives.

Balance as at December 31, 2024 Unobservable input
Fair Value (000's)
Change in Fair Value (000s)
Assumption: +/- 10%
Silver Purchase Agreement - silver price derivative Change in forecast silver price $ (7,999) $2,529
Gold Prepay - gold price derivative
 Change in forecast gold price $ (9,665) $4,515


Equity Price Risk
The Company's equity price risk is related to certain derivatives such as warrants, conversion options on its convertible debentures and convertible loans which which are fair valued every reporting period and influenced by the Company's share price. The revaluation of these derivatives are recorded in other income (expense).

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Reference item 7, for discussions on liquidity and capital resources.

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Credit Risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the Financial Statements.
(i)Trade credit risk
The Company closely monitors its financial assets and does not have any significant concentration of trade credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables is considered to be negligible. The trade receivable balance outstanding was $2.0 million at December 31, 2024 (December 31, 2023 - $4.2 million)
(ii)Cash
In order to manage credit and liquidity risk the Company invests only in highly rated investment grade instruments that have maturities of 90 days or less and which are liquid after 30 days or less into a known amount of cash. Limits are also established based on the type of investment, the counterparty and the credit rating. The credit risk on cash and cash equivalents is therefore negligible.
(iii) Surety Bonds
The Company has outstanding surety bonds in the amount of $132.8 million as financial support for environmental reclamation and exploration permitting which is secured by restricted cash.


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY

Index to Financial Statements:
Page
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
i-80 Gold Corp

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of i-80 Gold Corp (a British Columbia, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a working capital deficit and current operating losses. These conditions, along with other matters as set forth in Note 2, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2022.

Salt Lake City, Utah
March 31, 2025
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CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars, except for share data)

Note December 31, 2024 December 31, 2023
ASSETS
Current assets
Cash and cash equivalents $ 19,001  $ 16,277 
Receivables, net 3,273  4,316 
Inventory 4 15,331  11,387 
Prepaids and deposits 3,421  4,631 
Current portion of other assets 1,278  3,202 
Total current assets 42,304  39,813 
Non-current assets
Other assets 594  586 
Restricted cash 5 40,289  44,488 
Property, plant and equipment, net 6 572,442  569,396 
Total non-current assets 613,325  614,470 
Total assets $ 655,629  $ 654,283 
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ 26,420  $ 27,185 
Current portion of long-term debt 7 37,842  31,155 
Current reclamation liabilities 8 906  543 
Current portion of other liabilities 9 8,882  6,282 
Total current liabilities 74,050  65,165 
Non-current liabilities
Deferred tax liabilities 16,401  14,903 
Long-term debt 7 153,555  162,957 
Reclamation liabilities 8 55,710  49,222 
Non-current portion of other liabilities 9 15,249  16,740 
Total non-current liabilities 240,915  243,822 
Total liabilities 314,965  308,987 
COMMITMENTS AND CONTINGENCIES 20
EQUITY
Common shares, unlimited authorized shares with no par value, 409,786,956 and 298,502,334 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively
 10 606,505  489,270 
Additional paid-in capital 18,977  19,311 
Accumulated deficit (284,818) (163,285)
Total equity 340,664  345,296 
Total liabilities and equity $ 655,629  $ 654,283 


See accompanying notes to the Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)



Year ended
December 31,
Note 2024 2023
Revenue $ 50,335  $ 54,910 
Cost of sales (64,569) (52,852)
Depletion, depreciation and amortization 6 (1,489) (7,202)
Gross loss (15,723) (5,144)
Expenses
Exploration, evaluation and pre-development 14 38,430  61,091 
General and administrative 20,773  21,638 
Property maintenance 14,161  13,080 
Loss from operations (89,087) (100,953)
Other income 15 24,000  41,022 
Other expense 15 (21,997) (5,601)
Interest expense 16 (32,951) (27,336)
Loss before income taxes (120,035) (92,868)
Current tax expense 18 —  (228)
Deferred tax (expense) recovery 18 (1,498) 3,442 
Net loss and comprehensive loss $ (121,533) $ (89,654)
Loss per share
Basic and diluted loss per share 11 $ (0.34) $ (0.33)
Basic and diluted weighted average shares outstanding 11 359,206,859  274,057,213 

See accompanying notes to the Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CASH FLOW
(Stated in thousands of United States Dollars)
Year ended
December 31,
Note 2024 2023
OPERATING ACTIVITIES
Net loss
$ (121,533) $ (89,654)
Adjustments
Depletion, depreciation and amortization 6 3,200  8,711 
Accretion expense 8 3,071  2,766 
Share-based payments 570  2,309 
Non-cash items included in other income
 12 953  (33,390)
Loss on foreign exchange 34  29 
Interest expense
 32,496  27,302 
Deferred tax recovery 1,498  (3,442)
Reclamation expenditures 8 (455) (540)
Other
 (248) — 
Net change in operating assets and liabilities
 12 (2,087) 8,444 
Cash used in operating activities $ (82,501) $ (77,465)
INVESTING ACTIVITIES
Capital expenditures on property, plant and equipment (2,018) (17,407)
Disposal proceeds 425  — 
Purchase of investments —  (894)
Net cash acquired in acquisition of Paycore Minerals Inc. 3 —  10,027 
Cash used in investing activities $ (1,593) $ (8,274)
FINANCING ACTIVITIES
Proceeds from shares issued in brokered placement 11 83,500  — 
Proceeds from shares issued in equity financing 11 17,436  27,693 
Proceeds from shares issued in ATM Program 11 22,559  — 
Net proceeds from Gold Prepay 8 —  18,932 
Principal repayment on Gold Prepay 8 (23,818) (16,475)
Principal repayment on Silver Purchase Agreement 8 (8,387) (5,725)
Share issue costs (5,714) (1,768)
Stock option and warrant exercises 11 983  1,949 
Finance fees paid (2,227) — 
Net proceeds on Convertible Debentures 8 —  61,906 
Contingent payments 11 (1,436) (21,000)
Other (229) (148)
Cash provided by financing activities $ 82,667  $ 65,364 
Change in cash, cash equivalents and restricted cash during the year (1,427) (20,375)
Cash, cash equivalents and restricted cash, beginning of year 60,765  81,178 
Effect of exchange rate changes on cash held (48) (38)
Cash, cash equivalents and restricted cash, end of year $ 59,290  $ 60,765 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents 19,001  16,277 
Restricted cash and cash equivalents 40,289  44,488 
Total cash, cash equivalents, and restricted cash $ 59,290  $ 60,765 

Supplemental cash flow information [Note 12]

See accompanying notes to the Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)


Share Capital
Issued and outstanding Note Number of
shares		 Common shares Additional paid-in capital Accumulated deficit Total equity
Balance as at December 31, 2022 240,561,017  $ 354,470  $ 15,042  $ (73,631) $ 295,881 
Shares and options issued on acquisition of Paycore Minerals Inc. 3 30,505,575  78,787  2,515  —  81,302 
Issued from financing activities 10 14,430,249  29,358  —  —  29,358 
Issuance of common shares related to contingent payments 10 12,128,695  26,000  —  —  26,000 
Issued on exercise of warrants and stock options 10 876,798  2,423  (353) —  2,070 
Share-based compensation —  —  2,107  —  2,107 
Share issue costs —  (1,768) —  —  (1,768)
Net loss —  —  —  (89,654) (89,654)
Balance as at December 31, 2023 298,502,334  489,270  19,311  (163,285) 345,296 
Issued from financing activities 10 107,298,436  117,102  —  —  117,102 
Issuance of common shares related to contingent payments 10 2,727,336  3,564  —  —  3,564 
Issued on exercise of stock options and settlement of deferred share units 10 1,258,850  2,282  (1,181) —  1,101 
Share-based compensation 10 —  —  847  —  847 
Share issue costs —  (5,713) —  —  (5,713)
Net loss —  —  —  (121,533) (121,533)
Balance as at December 31, 2024 409,786,956  $ 606,505  $ 18,977  $ (284,818) $ 340,664 

See accompanying notes to the Consolidated Financial Statements
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

1.NATURE OF OPERATIONS

i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver. The Company's principal assets include the Granite Creek property, Ruby Hill property, Cove property, and the Lone Tree property which includes the autoclave facilities. Each property is wholly-owned by the Company.

The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE American") under the symbol IAUX. Its head office is located in Reno, Nevada. The executive office is located in Toronto, Ontario.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Risks and uncertainties and liquidity

As a mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold and silver. The prices of these metals are volatile and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of mineralized material. The carrying value of the Company's property, plant and equipment, inventories, and certain derivative assets are particularly sensitive to the outlook for commodity prices. A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.

In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements and impacts of global events such as future pandemics could result in material impairment charges related to these assets.

These Consolidated Financial Statements ("Financial Statements") have been prepared by management on a going concern basis. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material.

(b)Basis of preparation

The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, as permitted by securities regulators in Canada, as well as in the United States under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission ("SEC"). Beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules in the United States. The Company transitioned to US GAAP effective December 31, 2024 and has retroactively restated its comparatives. New accounting standards implemented subsequent to January 1, 2024 were adopted on their required adoption date.

(c)Use of estimates

The preparation of the Company's Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate acquisitions, valuation of financial instruments and derivatives, reclamation liabilities, valuation of inventories,impairment of long-lived assets, income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will differ from the amounts estimated in these Financial Statements.

(d)Principles of consolidation

The Financial Statements include the accounts of the Company and its wholly owned subsidiaries, the most significant of which are Premier Gold Mines USA Inc., Osgood Mining Company LLC ("Granite Creek"), Ruby Hill Mining LLC ("Ruby Hill"), Goldcorp Dee LLC ("Lone Tree"), Au-Reka Gold LLC ("Cove"), and Golden Hill Mining LLC ("FAD"). All intercompany balances and transactions have been eliminated.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(e)Functional and presentation currency

The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity. Management considers primary and secondary indicators in determining functional currency including the currency that influences sales prices, labor, purchases and other costs. Other indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operations are usually retained.

Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.

(f)Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on hand and held at banks and short-term investments with an original maturity of three months or less, which are readily convertible into a known amount of cash. The Company's deposits are held in high grade credit institutions. At certain times, amounts on deposit may exceed federal deposit insurance limits. Restricted cash is presented separately in the Consolidated Balance Sheets. Restricted cash is held primarily for the purpose of settling asset retirement obligations.

(g)Inventory

Mineralized material in stockpiles and on leach pad inventory is accumulated in stockpiles that are subsequently processed into gold and silver in a saleable form. The recovery of gold from certain oxide mineralized material is achieved through the heap leaching process. Work-in-process inventory represents mineralized material in the processing circuit that has not completed the production process, and is not yet in a saleable form. Finished goods inventory represents gold and silver in saleable form. Material and supplies inventory represent consumables and other materials used in the production process, as well as spare parts and other maintenance supplies.

Inventories are valued at the lower of cost and net realizable value ("NRV"). Cost is determined on a weighted average basis and includes all costs incurred, based on a normal production capacity, in bringing each product to its present location and condition. Cost of inventories comprises direct labor, materials and contractor expenses; depreciation on property, plant and equipment and general and administrative costs.

Provisions to reduce inventory to NRV are recorded to reflect changes in economic factors that impact inventory value and to reflect present intentions for the use of slow moving and obsolete supplies inventory. NRV is determined with reference to relevant market prices less applicable variable selling expenses.

(h)Property, plant and equipment, net

Property, plant and equipment are recorded at cost less accumulated depreciation, depletion and impairment charges.

Directly attributable costs incurred for major capital projects and site preparation are capitalized until the asset is in a location and condition necessary for operation as intended by management. These costs include dismantling and site restoration costs to the extent these are recognized as a provision. Management annually reviews the estimated useful lives, residual values and depreciation methods of the Company’s property, plant and equipment and also when events or changes in circumstances indicate that such a review should be made. Changes to estimated useful lives, residual values or depreciation methods resulting from such review are accounted for prospectively.

An item of property, plant and equipment is derecognized upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on recognition of the asset (calculated as the difference between any proceeds received and the carrying amount of the asset) is included in the Consolidated Statements of Operations in the period the asset is derecognized.

Impairment of long-lived assets

The Company assesses the carrying value of its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Indicators of impairment include significant adverse changes in the business, significant changes to the extent or manner in which the asset is being used, its physical condition, significant decreases in mineral reserves, and significant decreases in the market price of the assets. If it is determined that the carrying value of an asset exceeds its unexpected undiscounted cash flows, fair value will be calculated based on the discounted cash flows and the asset will be written down to the extent that the carrying value exceeds the fair value.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Pre-development and exploration properties

Pre-development and exploration properties are capitalized at fair value at the acquisition date. Pre-development and exploration properties may include mineral reserves, mineral resources and exploration potential.

Exploration, evaluation and pre-development expenditures consist of:
•gathering exploration data through topographical and geotechnical studies;
•exploratory drilling, trenching and sampling;
•determining the volume and grade of the resource;
•test work on geology, metallurgy, mining, geotechnical and environmental; and
•conducting engineering, marketing and financial studies.
•pre-development expenditures can include infrastructure costs to gain access to mineralized material at the Company's properties.

Costs incurred in this stage are generally expensed as they are part of the discovery process and do not yet provide future economic benefits unless they meet specific criteria for capitalization. Mineral properties in this stage are not subject to amortization.

The development stage commences once commercially recoverable mineral reserves are confirmed through obtaining a reserve report. In this phase, the company undertakes activities such as establishing access to the mineral reserve and preparing for commercial production. Expenditures related to shaft sinking, underground drift construction, permanent excavations, infrastructure development, and pre-production overburden and waste rock removal are capitalized. These capitalized costs, recognized as assets, are amortized using the units-of-production method as resources are extracted. Development properties are not amortized until they are reclassified as mine property assets upon reaching commercial production levels.

To date, the Company has not established mineral reserves through obtaining a reserve report for any of the exploration prospects; therefore, all exploration and pre-development costs are being expensed.

Depreciation, depletion and amortization

The carrying amounts of mine properties, plant and equipment are depreciated or depleted to their estimated residual value over the estimated economic life of the specific assets to which they relate, using the depreciation methods or depletion rates as indicated below. Estimates of residual values or useful lives and depreciation methods are reassessed annually and any change in estimate is taken into account in the determination of the remaining depreciation or depletion rate. Depreciation or depletion commences on the date the asset is available for its use as intended by management.

Depreciation and depletion is computed using the following rates:

Item Rates
Buildings and building improvements
5 - 20 years
Leach pad Units of production
Equipment
2 - 10 years

(i)Reclamation liabilities

Reclamation costs are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. The reclamation liability is discounted using a credit adjusted risk-free rate, and the unwinding of the discount is included in the Consolidated Statements of Operations in property maintenance as interest accretion. At the time of establishing the liability, a corresponding asset is capitalized and is depreciated over the life of the related asset. The liability is reviewed each reporting period for changes in cost estimates, discount rates and operating lives. Changes to estimated future costs are recognized in the Consolidated Balance Sheets by adjusting the remediation asset and liability. For closed sites, changes to estimated costs are recognized immediately in profit and loss.

Remediation costs are accrued when it is probable that an obligation has incurred and the cost can be reasonably estimated. These costs can include ongoing care and maintenance and monitoring costs. These costs are recorded in the Consolidated Statements of Operations in property maintenance.

(j)Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. If a lease is identified the Company determines whether the lease is an operating or finance lease. Operating lease right-of-use assets are included in other assets and lease obligations are included in other liabilities on the Consolidated Balance Sheets. Finance lease right-of-use assets are included in properties, plant and equipment and finance lease obligations are included in debt on the Consolidated Balance Sheets.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Operating and finance lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term using an incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term.

The finance lease right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset will be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability when applicable.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option

The Company has elected not to recognize lease assets and lease liabilities for short-term leases of items that have a lease term of 12 months or less. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k)Share-based compensation

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values or where fair value of the goods and services received is indeterminable, estimated using an option pricing model. The Company estimates forfeitures of share-based awards based on historical data and periodically adjusts the forfeiture rate. The adjustment of the forfeiture rate is recorded as a cumulative adjustment in the period the forfeiture estimate is changed. Compensation costs related to share-based compensation are included in general and administrative expenses within the Consolidated Statements of Operations.

Share Option Plan

Stock options are equity-settled share-based compensation awards. The fair value of stock options at the grant date is estimated using the Black-Scholes option pricing model. Compensation expense is recognized over the vesting period based on the number of units estimated to vest. Vesting periods may range from immediate to five years.

Restricted Share Unit Plan

Restricted share units ("RSU") are granted to eligible employees. The RSUs are settled in cash or equity at the option of the Company. The RSUs vest no later than December 31, of the third calendar year following the service year determined based on date of grant. The Company's RSU's are recorded in liabilities as the Company has historically settled these in cash.

Deferred Share Unit Plan

Deferred share units ("DSU") are granted to eligible members of the Board of Directors. The DSUs are settled in cash or equity at the option of the Company. The DSUs vest subject to a DSU award letter but no later than December 31, of the third calendar year following the service year determined based on date of grant. The DSUs granted are accounted for under the liability method where the DSU grant letter specifies settlement in cash, and the equity method where the DSU grant letter specifies settlement in shares. DSUs must be retained until the Director leaves the Board, at which time the awards will be equity or cash settled.

(l)Business combinations

For business combinations that are determined to be a combination of businesses not under common control, the consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of the assets transferred, the liabilities assumed and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognized in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognized amount of any non-controlling interest in the acquiree and c) acquisition date fair value of any existing equity interest in the acquiree, over the acquisition date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount is recognized immediately as income in the Consolidated Statements of Operations.

The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination.

When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(m)Revenue

Gold and Silver

The Company generates revenue by selling gold and silver produced from its mining operations under the gold offtake agreement and from gold and silver sold in the London spot market. Revenue from gold and silver is recognized when control of the gold or silver has transferred to the customer and the Company has satisfied its performance obligation, which generally occurs upon the transfer of gold or silver credits to the customer’s metal account. Upon transfer of the gold or silver to the customer’s metal account, the customer has legal title to, physical possession of, and has assumed the risks and rewards of ownership of the gold or silver; therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the gold or silver.

The Company considers the terms of the contract in determining the transaction price. The transaction price is based upon the amount the Company expects to be entitled to in exchange for the transferring of the gold or silver. The transaction price is either fixed on the settlement date or at spot prices based upon the terms of the contract.

Mineralized Material Sales

The Company generates revenue by selling mineralized material mined from certain of its mines under sale contracts with third parties. The Company recognizes revenue from mineralized material sales when control of the mineralized material has transferred to the customer and the Company has satisfied its performance obligation, which is generally at the point in time that the mineralized material is delivered to the customer. Upon delivery, the customer has legal title to, physical possession of, and has assumed the risks and rewards of ownership of the mineralized material; therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the mineralized material.

The Company considers the terms of the contract in determining the transaction price. The transaction price is based upon the amount the Company expects to be entitled to in exchange for the transferring of the mineralized material. The Company generally sells mineralized material based on the monthly average market price for month in which delivery to the customer takes place or at spot prices based upon the terms of the contract.

Under certain contracts with customers, transfer of control may occur when the promised asset is in transit to the refinery, processing facility or the customer. At this point in time, the customer has legal title to and the risks and rewards of ownership of the promised asset; therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the promised asset.

When another party is involved in providing processing or refining services, the Company assesses whether the nature of its promise is a performance obligation to provide the processing or refining services itself (i.e. the Company is acting as the principal) or to arrange for those goods or services to be provided by the other party (i.e. the Company is acting as the agent). In contracts where the Company has determined it is acting as the principal in providing processing or refining services, the Company records revenue gross of processing and refining charges. In contracts where the Company has determined it is acting as agent in providing processing or refining services, the Company records revenue net of processing and refining charges.

Receivables

Trade receivables and other receivable balances are recognized net of an allowance for credit losses. The allowance represents the portion of the amortized cost basis that the Company does not except to collect due to credit over the contractual life of the receivables, taking into consideration past events, current conditions and reasonable and supportable forecasts of future economic conditions. As of December 31, 2024 and 2023, the amount of credit loss recognized is not significant.

(n)Income taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit or other current tax activities, which differs from profit or loss in the financial statements. Calculation of current tax expense is based on tax rates and tax laws that have been enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax on temporary differences associated with investments in subsidiaries and co-ownership is not provided if reversal of these temporary differences can be controlled by the Company and it is expected that reversal will not occur in the foreseeable future.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance has been provided for the portion of the Company’s net deferred tax assets for which it is more likely than not that they will not be realized.

Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority.

Changes in deferred tax assets or liabilities are recognized as part of deferred tax expense or recovery, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.

(o)Debt

Debt issuance costs and debt premiums and discounts, which are included in debt, are amortized using the effective interest method over the terms of the respective debt as a component of interest expense within the Consolidated Statements of Operations.

The Company evaluates all changes to its debt arrangements to determine whether the changes represent a modification or extinguishment to the old debt arrangement. If a debt instrument is deemed to be modified, the Company capitalizes all new lender fees and expenses all third-party fees. If it is determined that an extinguishment of one of the Company's debt instruments has occurred, the unamortized financing fees associated with the extinguished instrument are expensed. Gain or loss on extinguishment of debt is recorded as a component of other income or other expense, net upon the extinguishment of a debt instrument and is calculated as the difference between the re-acquisition price and net carrying amount of the debt, which includes unamortized debt issuance costs.

(p)Derivative Financial instruments

The Company recognizes derivative financial instruments that are not designated as hedging instruments on the balance sheet as either an asset or a liability and are measured at fair value. Management applies judgment in estimating the fair value of instruments that are highly sensitive to assumptions regarding commodity prices, market volatility, and foreign currency exchange rates. These instruments are subsequently remeasured to their fair value at each reporting date with the resulting gain or loss recognized in the Consolidated Statements of Operations in other income or other expense. The Company currently does not apply hedge accounting. The derivatives entered into by the Company are primarily embedded derivatives.

(q)Income (loss) per share

The Company presents basic income (loss) per share for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income per share is determined using the treasury stock method and the weighted average number of common shares outstanding for the effects of all dilutive stock options. The if-converted method is applied for convertible debt.

(r)Segment reporting

An operating segment is a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (ii) whose operating results are regularly reviewed by the entity's management, and (iii) for which discrete financial information is available.

(s)Recently Adopted Accounting Standards

In November 2023, ASU 2023-07 was issued which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. The ASU applies to all public entities that are required to report segment information in accordance with ASC 280 and is effective starting in annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company has adopted the new standard effective December 31, 2024 retrospectively for all periods presented. See Note 17 Segment Reporting for all periods presented with the new required disclosures. The new standard did not materially impact our Financial Statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)


(t)Recent Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 720): Improvements to Income Tax Disclosures." ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). Amended guidance requires more detailed disclosures about the nature of significant expenses included in the Statements of Operations. The amendments are effective prospectively for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early and retrospective adoption are permitted. The Company is currently evaluating the impact of adopting the ASU on financial statements and related disclosures.


3.CORPORATE TRANSACTIONS

Acquisition of Paycore

On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc. ("Paycore"). Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada. The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.

The Company acquired 100% of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”). All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.

The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property. The components of consideration that were paid is detailed in the table below:

Components of consideration paid:
Share consideration (i) $ 66,037
Common shares issued in relation to contingent value rights (ii) 12,750
Replacement warrants (iii) 2,675
Replacement options (iii) 2,515
Previously held interest (iv) 4,116
Transaction costs 323
$ 88,416
(i) The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$3.46 per share on the acquisition date.

(ii) Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023. The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$3.46 per share on the acquisition date.

(iii) The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:
Stock Options Warrants
Risk-free rate
3.55% to 3.91%
3.66% to 4.52%
Expected life
18 to 29 months
12 to 24 months
Expected volatility
52% to 56%
52% to 58%
Share price C$3.46 C$3.46

(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares. The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$3.46 per share on the acquisition date with the change in fair value recognized through the consolidated statement of operations as further described in Note 15 of these Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Net assets acquired:
Cash $ 10,027
Other assets 206
Mineral properties 92,081
Accounts payable (35)
Deferred tax liability
 (13,863)
Fair value of net assets acquired $ 88,416

Ruby Hill Property

During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property. In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60-day period, in order to complete metallurgical due diligence and negotiate definitive documents. During the exclusivity period, the Company completed a drill campaign, funded by the potential partner. During the first quarter of 2024, the Company received funding of $2.1 million from the potential partner for costs incurred in relation to the potential joint venture. The Company has elected to no longer proceed with joint venture discussions.

4.INVENTORY
December 31, 2024 December 31, 2023
Mineralized material in stockpiles and on leach pads $ 9,634  $ 7,614 
Work-in-process 2,133  778 
Finished goods 195  896 
Materials and supplies 3,369  2,099 
Total inventory $ 15,331  $ 11,387 

The amount of inventory recognized as an expense in cost of sales for the year ended December 31, 2024, was $64.6 million (2023 - $52.9 million). During the year ended December 31, 2024, the Company recognized, within cost of sales, inventory NRV adjustment of $13.1 million, relating primarily to Granite Creek stockpile and material on leach pads (2023 - $9.9 million, relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek).

5.RESTRICTED CASH

The Company has restricted cash relating to the reclamation for its Lone Tree and Ruby Hill properties. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company.

6.PROPERTY, PLANT AND EQUIPMENT, NET
December 31, 2024 December 31, 2023
Pre-development and exploration properties (i)
 $ 363,228  $ 358,994 
Buildings, plant and equipment (ii)
 203,137  199,831 
Construction-in-progress 24,448  25,820 
Total 590,813  584,645 
Accumulated depreciation 18,371  15,249 
Net carrying amounts $ 572,442  $ 569,396 

(i)Pre-Development, exploration properties as well as construction-in-progress are not subject to depletion.

(ii)Included in buildings, plant and equipment are $160.2 million not subject to depreciation and amortization.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Depreciation, depletion and amortization on property, plant and equipment during the year ended December 31, 2024 and 2023 include amounts allocated to:
Year ended
December 31,
2024 2023
Depreciation, depletion and amortization $ 1,489  $ 7,202 
Recorded in exploration, evaluation and pre-development 270  189 
Recorded in general and administrative 236  232 
Recorded in property maintenance 1,205  1,088 
3,200  8,711 
Change in inventory
 133  (3,713)
Total depletion, depreciation and amortization $ 3,333  $ 4,998 
7.LONG-TERM DEBT

Orion Convertible Loan
(i)		 Sprott Convertible Loan
(ii)		 Convertible Debentures
(iii)		 Gold Prepay Agreement
(iv)		 Silver Purchase Agreement
(v)		 Other Total
As at January 1, 2023 $ 38,232  $ 8,612  $ —  $ 34,004  $ 32,446  $ 565  $ 113,859 
Fair value on inception —  —  61,906  16,277  —  —  78,183 
Additions and adjustments —  362  —  —  —  14  376 
Amortization of finance costs 428  —  477  71  20  —  996 
Principal repayment —  (2,038) —  (17,043) (6,231) (297) (25,609)
Finance charge 8,104  1,352  4,557  8,867  3,427  —  26,307 
As at December 31, 2023 46,764  8,288  66,940  42,176  29,662  282  194,112 
Additions and adjustments —  390  —  (1,777) (731) —  (2,118)
Amortization of finance costs 581  —  669  110  26  —  1,386 
Principal repayment —  (4,534) —  (19,843) (8,508) (207) (33,092)
Finance charge 9,776  1,315  5,841  11,052  3,125  —  31,109 
As at December 31, 2024 $ 57,121  $ 5,459  $ 73,450  $ 31,718  $ 23,574  $ 75  $ 191,397 
Less current portion —  5,459  —  23,626  8,693  64  37,842 
Long-term portion $ 57,121  $ —  $ 73,450  $ 8,092  $ 14,881  $ 11  $ 153,555 
(i)Orion Convertible Loan
On December 13, 2021, the Company entered into a Convertible Credit Agreement with OMF Fund III (F) Ltd., an affiliate of Orion to borrow $50 million (the "Orion Convertible Loan"). The Orion Convertible Loan bears interest at a rate of 8.0% annually and matures on December 13, 2025. As at December 31, 2024, total principal and accrued interest was $63.9 million. The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value (Note 21). The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares. During the period ended December 31, 2024, none of the features were exercised. The derivative financial liability was recorded at $13.6 million at inception and $0.3 million at December 31, 2024 (December 31, 2023 - $9.0 million). For the year ended December 31, 2024, the Company recorded a fair value gain of $8.7 million (2023 - $18.0 million) related to the valuation of the embedded derivatives through the statement of loss (Note 21). Interest expense is calculated by applying the effective interest rate of 18.64% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives and transactions costs. Interest accretion is included in interest expense. Orion is a related party (Note 19).

The initial fair value of the convertible loan was determined using a market interest rate for an equivalent non-convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan.

On January 15, 2025, the Company amended and restated the Orion Convertible Loan (the “A&R Orion Convertible Loan”). Pursuant to the A&R Orion Convertible Loan, the maturity date was extended from December 13, 2025, to June 30, 2026 (Note 22).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(ii)Sprott Convertible Loan
On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $10 million (the "Sprott Convertible Loan"). The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. As at December 31, 2024, total principal and accrued interest was $5.9 million. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value (Note 21). The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares.

During the second quarter of 2023, Sprott converted $1.8 million in principal and $0.2 million in interest into 0.8 million common shares of the Company. During the fourth quarter of 2024, Sprott converted $3.6 million in principal and $0.9 million in interest into 2.1 million common shares of the Company. The derivative financial liability was recorded at $2.7 million at inception and $0.03 million at December 31, 2024 (December 31, 2023 - $1.5 million). For the year ended December 31, 2024, the Company recorded a fair value gain of $1.4 million (2023 - $3.8 million) related to the valuation of the embedded derivatives (Note 21). Interest expense is calculated by applying the effective interest rate of 16.10% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives. Interest accretion is included in interest expense. Sprott is a related party (note 19).

The initial fair value of the convertible loan was determined using a market interest rate for an equivalent non-convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan.

Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101% of the then outstanding principal amount. Outstanding amounts under the Convertible Loans are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, C$3.275 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares on the TSX at time of the conversion of such interest. Commencing 120 days following the closing date of the Convertible Loans, on any date when the volume weighted average price equals or exceeds 150% of the conversion price for each of the preceding 20 days, the Company may at its option elect to require the lenders to convert at the conversion price all of the then outstanding principal amount and any accrued and unpaid interest into common shares of the Company.

(iii)Convertible Debentures
On February 22, 2023, the Company closed a private placement offering of $65 million principal amount of secured convertible debentures (the "Convertible Debentures") of the Company. The Convertible Debentures bear interest at a fixed rate of 8.0% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares at time of the conversion of such interest. As at December 31, 2024, total principal and accrued interest is $75.4 million.

The Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company and measured at fair value (Note 21). The conversion feature, change of control feature, and a forced conversion feature are classified as financial liabilities and not separated from the host liability component. The conversion feature and forced conversion feature are considered to be indexed to the Company's shares. During the period ended December 31, 2024, none of the features were exercised. Interest expense is calculated by applying the effective interest rate of 9.2% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting transactions costs. Interest accretion is included in interest expense.

Under the Convertible Debentures if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Debentures in cash, in an amount equal to 104% of the then outstanding principal amount, plus accrued and unpaid interest on such Convertible Debentures up to, and including, the change of control purchase date. The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $3.38 per common share. The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX. If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price. The Convertible Debentures are not redeemable prior to the maturity date.

On February 28, 2025, the Company completed certain amendments to the Convertible Debentures (Note 22).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(iv)Gold Prepay Agreement
On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Gold Prepay"). In April 2022, the Gold Prepay was amended to adjust the quantity of the quarterly deliveries of gold, but not the aggregate amount of gold, to be delivered by the Company to Orion over the term of the Gold Prepay. Under the terms of the amended Gold Prepay, in exchange for $41.9 million, the Company is required to deliver to Orion 3,100 ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 ounces of gold.

On September 20, 2023, the Company entered into an A&R Gold Prepay Agreement with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay Agreement. The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 ounces of gold over a period of 12 quarters, being 1,110 ounces of gold per quarter over the delivery period with the first delivery being 1,123 ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.

On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement"). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024. In addition, if the Company meets the Gold Option Criteria (as defined below) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year (each instance, a “Gold Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). In order for the Company to implement a Gold Deferral, (i) it must be in compliance with the use of proceeds section as described in the Prospectus (the “Budget”) and (ii) after assuming the delivery of the applicable quarterly gold quantity on the applicable un-extended quarterly deadline, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Gold Option Criteria”). In addition, should the Company implement a Gold Deferral and complete an equity offering prior to September 30, 2025, the Company would be required to deliver gold ounces to Orion up to 34% of the net proceeds of such offering, in settlement of gold quantities outstanding under the Second A&R Gold Prepay Agreement. The Company may request an increase in the prepayment by an additional amount not exceeding $50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay Agreement. The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $0.5 million to Orion.

On June 28, 2024, the Company entered into a side letter agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 ounces to Orion on or before August 31, 2024. In connection with the side letter agreement, the Company paid fees of $0.6 million to Orion.

On December 31, 2024, the Company entered into a waiver and amending agreement whereby the December 31, 2024 quarterly delivery of 3,210 ounces of gold was extended from December 31, 2024, to March 31, 2025. In connection with the waiver and amending agreement, the Company paid fees of $0.7 million to Orion.

The Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (Note 9 (iv) and Note 21). Interest expense is calculated by applying the effective interest rate to the financial liability. During the period ended December 31, 2024, the effective interest rate ranged from 27.5% to 31.9% (December 31, 2023 - 24.5% to 27.5%). As of December 31, 2024, the effective interest rate was 31.9% (December 31, 2023 - 27.5%). Interest accretion is included in interest expense. For each amendment above, management determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the financial liability.

The following table summarizes the continuity of outstanding gold deliveries under the Gold Prepay Agreement for the period ended December 31, 2024:

Gold ounces
Outstanding at December 31, 2022 23,100 
Gold delivered (8,400)
2023 Gold Prepay Accordion 13,333 
Outstanding at December 31, 2023 28,033 
Gold delivered (9,643)
Outstanding at December 31, 2024 18,390 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

For the year ended December 31, 2024, the Company incurred costs of $23.8 million (2023 - $16.5 million) for the settlement of gold delivered under the Gold Prepay. As of December 31, 2024, the Company had delivered 25,343 ounces of gold towards the Gold Prepay with Orion, leaving 18,390 ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $23.6 million as of December 31, 2024.

(v)Silver Purchase Agreement
On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion (the "Silver Purchase Agreement"). Under the Silver Purchase Agreement, commencing April 30, 2022, the Company will deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project. Orion will pay the Company an ongoing cash purchase price equal to 20% of the prevailing silver price. Until the delivery of an aggregate of 1.2 million ounces of silver, the Company is required to deliver the following minimum amounts of silver ("the Annual Minimum Delivery Amount") in each calendar year: (i) in 2022, 300,000 ounces, (ii) in 2023, 400,000 ounces, (iii) in 2024, 400,000 ounces, and (iv) in 2025, 100,000 ounces. In the event that in a calendar year the amount of silver delivered under the Silver Purchase Agreement is less than the Annual Minimum Delivery Amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion may be satisfied by the delivery of refined gold instead of refined silver, at a ratio of 1/75th ounce of refined gold for each ounce of refined silver. The Silver Purchase Agreement was funded April 2022.

On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.717 per share with an exercise period of 48 months or until January 24, 2028.

On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024. In addition, if the Company meets the Stream Option Criteria (as defined below) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter). In order for the Company to implement a Stream Deferral, (i) it must be in compliance with the Budget and (ii) after assuming the delivery of the applicable minimum delivery amount in respect of 2024 by January 15, 2025, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Stream Option Criteria”). In addition, should the Company implement a Stream Deferral and complete an equity offering on or after January 15, 2025 until September 30, 2025, the Company will be required to deliver refined silver to Orion up to 16% of the net proceeds of such offering, in settlement of silver deliveries outstanding under the Amended Silver Purchase Agreement. The Amended Silver Purchase Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. In connection with the Amended Silver Purchase Agreement the Company paid an amendment fee of $0.25 million to Orion.

On December 31, 2024, the Company entered into a waiver and amending agreement whereby 2024 Shortfall Amount Delivery Deadline was extended from January 15, 2025, to March 31, 2025.

The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 9 (v) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate to the financial liability. During the year ended December 31, 2024, the effective interest rate ranged from 12.5% to 23.3% (December 31, 2023 - 12.3%). As of December 31, 2024, the effective interest rate was 23.3% (December 31, 2023 - 12.3%). The change in effective interest rate during the year ended December 31, 2024 is primarily the result of a change in management's estimate of the Company's production profile. Interest accretion is included in interest expense. For each amendment above, management determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the existing liability.

During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. For the year ended December 31, 2024, the Company incurred costs of $8.4 million in relation to silver delivered under the Silver Purchase Agreement. As of December 31, 2024, the Company had delivered 701,554 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $8.7 million as of December 31, 2024 which represents 498,446 ounces of silver.

The obligations under the Gold Prepay Agreement and Silver Purchase Agreement are senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company LLC, and Osgood Mining Company LLC, and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)


(vi)Contractual maturities
The following table summarizes the Company's contractual maturities and the timing of cash flows as at December 31, 2024. The amounts presented are based on the undiscounted contractual cash flows and may not agree with the carrying amounts on the Financial Statements.

Within 1 year 1-2 years 2-3 years Total
Convertible Loans (i) $ 6,345 $ 68,974 $ — $ 75,319
Convertible Debentures (i) — — 89,386 89,386
Gold Prepay (ii) 37,507 12,627 — 50,134
Silver Purchase Agreement (ii) (iii) 12,056 2,688 — 14,744
Total $ 55,908 $ 84,289 $ 89,386 $ 229,583
(i) Undiscounted principal and interest payments due at maturity. Outstanding amounts under the Convertible Loans and Convertible Debentures can be converted into common shares of the Company at any time prior to maturity at the option of the applicable respective lender, or under certain conditions at the election of the Company (Notes 7 (i), (ii), and (iii)).

(ii) Cash flows under the Gold Prepay and Silver Purchase Agreement, presented on an undiscounted basis, are calculated based on contractual deliveries at forward gold and silver prices as of December 31, 2024.

(iii)    Represents Annual Minimum Delivery Amount in respect of 2024 and 2025 calendar years.

8.RECLAMATION LIABILITIES

The Company's reclamation liabilities results from mining activities and previously mined property interests. The obligation consists primarily of costs associated with mine reclamation and closure activities. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates. In calculating the best estimate of the Company's obligation on a net present value basis, management used credit adjusted risk-free interest rates ranging from 6.4% to 9.8%. A reconciliation is provided below:

December 31, 2024 December 31, 2023
Balance as at January 1
 $ 49,765  $ 47,321 
Change in estimate 4,235  218 
Reclamation expenditures
 (455) (540)
Accretion expense
 3,071  2,766 
Balance as at December 31
 56,616  49,765 
Less current portion 906  543 
Long-term portion $ 55,710  $ 49,222 

The following table summarizes the Company's contractual maturities and the timing of cash flows as at December 31, 2024. The amounts presented are based on the undiscounted contractual cash flows and may not agree with the carrying amounts on the Financial Statements.

Within 1 year
2-5 years
 Thereafter Total
Reclamation liabilities
 906  $ 4,969 $ 121,723 $ 127,598

Surety bonds related to the Company's reclamation liabilities are described in Note 20.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

9.OTHER LIABILITIES
December 31, 2024 December 31, 2023
Warrant liability (i)
 $ 4,623  $ 4,467 
Share-based payment liability (ii)
 790  1,184 
Orion - Conversion and change of controls rights (iii)
 336  9,028 
Sprott - Conversion and change of controls rights (iii)
 33  1,459 
Gold Prepay Agreement embedded derivative (iv)
 9,665  1,676 
Silver Purchase Agreement embedded derivative (v)
 7,999  — 
Contingent consideration (vi)
 —  4,898 
Lease liability 685  310 
Total other liabilities 24,131  23,022 
Less current portion 8,882  6,282 
Long-term portion $ 15,249  $ 16,740 

(i)Warrant liability
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in the statement of loss. For the year ended December 31, 2024, the Company recorded a fair value gain of $9.0 million (2023 - $16.7 million) (Note 15).

The fair value of the warrants, excluding warrants issued in connection with the bought deal public offering, were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:

December 31, 2024 December 31, 2023
Risk-free rate
2.85% to 3.14%
3.45% to 5.08%
Warrant expected life
2 to 37 months
3 to 33 months
Expected volatility
86% to 232%
42% to 54%
Expected dividend 0% 0%
Share price C$0.69 C$2.33

As of December 31, 2024, there were 48,185,249 warrants outstanding (December 31, 2023 - 24,716,409).

Brokered Placement

On May 1, 2024, in connection with the bought deal public offering (the “Offering“) discussed in Note 10 (b) of these Financial Statements, the Company issued 34.8 million common share warrants exercisable at C$2.15 per share with an exercise period of 48 months. The warrants commenced trading on the TSX on May 1, 2024, under the symbol "IAU.WT". The trading value was used to determine the fair value at inception and for subsequent periods. The initial fair value of the warrants recognized on inception was $8.9 million and at December 31, 2024 $3.9 million. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital and $0.5 million was allocated to the warrant liability and included in general and administrative expenses in the statement of loss during the year ended December 31, 2024.

Orion warrants

In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.275 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at December 31, 2024 $0.3 million (December 31, 2023 - $2.0 million).

In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at December 31, 2024 $0.3 million (December 31, 2023 - $1.8 million).

In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at December 31, 2024 was $0.1 million (note 19).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Paycore replacement warrants

In connection with the Paycore acquisition discussed in Note 3 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants were comprised of 0.2 million common share warrants at an exercise price of C$3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at December 31, 2024 $0.1 million (December 31, 2023 - $0.6 million). On April 20, 2024, 0.2 million common share warrants at an exercise price of C$3.09 per common share expired.

Waterton warrants

In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at December 31, 2024 nil (December 31, 2023 - $0.1 million). During the first quarter of 2023, Waterton exercised 0.4 million warrants to purchase 0.4 million common shares of the Company. On April 14, 2024, the remaining balance of 11.7 million common share warrants expired (note 19).

(ii)Share-based payment liability
The Company recognized a share-based payment liability of $0.8 million at December 31, 2024 (December 31, 2023 - $1.2 million) under the Company's restricted and deferred share unit plans (Note 10 (e)). The current portion of the liability is $0.2 million at December 31, 2024 (December 31, 2023 - $0.5 million).

(iii)Conversion and change of control right
The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans (Note 7 and Note 21).

(iv)Gold Prepay embedded derivative

The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement (Note 7 (iv) and Note 21). The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the year ended December 31, 2024, the Company recorded a fair value loss of $8.0 million, (2023 - $4.6 million) related to the valuation of the embedded derivative through the statement of loss (Note 15). As of December 31, 2024, the current portion of the Gold Prepay embedded derivative liability was $7.4 million.

(v)Silver Purchase Agreement embedded derivative

The liability balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement (Note 7 (v) and Note 21). The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the year ended December 31, 2024, the Company recorded a fair value loss of 9.9 million (2023 - nil) related to the valuation of the embedded derivative through the statement of loss (Note 15). As of December 31, 2024, the current portion of the Silver Purchase Agreement embedded derivative liability was $0.8 million.

(vi)Contingent consideration

In connection with the acquisition of Osgood Mining Company LLC ("Osgood") from Waterton Global Resource Management, Inc. (“Waterton”), the Company recorded a financial liability associated with the contingent value rights obligation. The contingent value rights obligation included a payment to Waterton in the amount of $5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce (the "Price Payment").

In the third quarter of 2022, the Company paid Waterton $5.0 million in cash as part of the contingent value rights Production Payment. In the first quarter of 2024, the Company paid Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment.

The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. For the year ended December 31, 2024, the Company recognized a loss on the revaluation of the liability of $0.1 million (2023 - $0.4 million) through the statement of loss (Note 15).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(vii)Deferred consideration

In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments. The four milestone payments and corresponding early prepayment options are as follows:

•$17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");
•$15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment"). An early prepayment option to reduce the payment by $5 million to $10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $7.5 million of the total amount, at the Company's discretion.
•$15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment"); and
•$20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment"). An early prepayment option to reduce the payment for the third and fourth milestone payments to $20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99% of the outstanding shares of the Company.
During the year ended December 31, 2023, the Company exercised the early prepayment options and paid to Waterton total consideration of $47.0 million in satisfaction of all Milestone Payments. Consideration paid to Waterton consisted of $21.0 million in cash and 12.1 million common shares of the Company valued at $26.0 million (Note 10). The deferred consideration due under the terms of the acquisition of Ruby Hill have been fully satisfied.

The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. The initial fair value of the liability recognized on inception was $41.9 million. For the year ended December 31, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $1.2 million) through the statement of loss (Note 15). The deferred consideration was fully satisfied in 2023, as a result no further gains or losses have been recorded.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

10.COMMON SHARES

(a)Issued share capital:

Note Number of
shares		 Amount
Balance as at December 31, 2022 240,561,017  $ 354,470 
Shares issued on acquisition of Paycore Minerals Inc.
(viii)
 30,505,575  78,787 
Shares issued in equity financing
(vii)
 13,629,800  27,693 
Shares issued in relation to Ruby Hill contingent payments
(vi)
 12,128,695  26,000 
Shares issued in relation to Convertible Loan
(v)
 800,449  1,665 
Exercise of warrants and stock options

876,798  2,423 
Share issue costs —  (1,768)
Balance as at December 31, 2023 298,502,334  $ 489,270 
Shares issued in brokered placement
(i)
 69,698,050  74,644 
Shares issued in ATM Program
(ii)
 22,408,343  22,559 
Shares issued in private placement
(iii)
 13,064,204  17,436 
Shares issued in relation to Granite Creek contingent payments
(iv)
 2,727,336  3,564 
Shares issued in relation to Convertible Loan
(v)
 2,127,839  2,463 
Exercise of stock options 1,012,100  2,164 
Shares issued from settlement of DSUs 246,750  118 
Share issue costs —  (5,713)
Balance as at December 31, 2024 409,786,956  $ 606,505 

(i)On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115 million), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, 34.8 million share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".

The underwriters' were paid a cash commission equal to 5% of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers. The Company received net proceeds of $79.2 million (C$109.1 million) net of underwriters commission of $4.2 million (C$5.7 million) and other costs of $0.1 million (C$0.1 million). The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“). Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.

The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. Of the $83.5 million gross proceeds received, $8.9 million was allocated to the warrant liability and the residual $74.6 million was allocated to the common shares issued and classified as equity. The warrant liability was valued at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital.

(ii)The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.

The ATM Program was implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million.

The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.

The ATM Program was effective until the filing of the Company's annual 10-K on March 31, 2025.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

For the period from August 12, 2024, to December 31, 2024, the Company issued 22.4 million common shares under the ATM Program at a weighted average share price of $1.01 per common share for total gross proceeds of $22.6 million. Transaction costs incurred of $0.9 million are presented as a reduction to share capital.

(iii)On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

(iv)On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of $1.4 million (C$2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 9 (vi) of these Financial Statements.

On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of $2.1 million (C$2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 9 (vi) of these Financial Statements.

(v)On October 31, 2024, The Company issued common shares in connection with Sprott's conversion under the Sprott Convertible Loan (Note 7).

On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Sprott Convertible Loan into 0.8 million common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 0.8 million common shares to Sprott.

(vi)On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$2.057 for total gross proceeds of $10.0 million (C$13.6 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 9 (vii) of these Financial Statements.

On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$3.8945 for total gross proceeds of $16.0 million (C$21.5 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 9 (vii) of these Financial Statements.

(vii)On May 9, 2023, in connection with the Paycore acquisition the Company issued 5.0 million common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 3 of these Financial Statements.

On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25.5 million common shares to Paycore shareholders, as further described in Note 3 of these Financial Statements.

(viii)On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13.6 million shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of $27.7 million (C$36.8 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares and a related party subscribed for C$2.7 million in common shares under the private placement, both of which are related party transactions.

(b)Share-based payments

The following table summarizes share-based payment expense included in the statement of loss in general and administrative expenses:
Year ended
December 31,
2024 2023
Stock option $ 847 $ 2,107
RSUs and DSUs 740 1,015
Total $ 1,587 $ 3,122

(c)Share option plan

The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. Vesting periods may range from immediate to five years.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(d)Stock options

The continuity of stock options issued and outstanding are as follows:
Options outstanding
#
Weighted average price
C$
Outstanding at December 31, 2022 7,878,746 2.30
Issued in Paycore Acquisition 1,727,200 1.89
Granted 2,088,687 3.20
Exercised (526,798) 2.59
Expired (16,000) 2.91
Forfeited (92,590) 2.69
Outstanding at December 31, 2023 11,059,245 2.39
Granted 941,316 1.74
Exercised (1,012,100) 1.32
Expired (368,873) 2.12
Forfeited (66,468) 3.21
Outstanding at December 31, 2024 10,553,120 2.43
The weighted average share price at the date of exercise for the year ended December 31, 2024 was C$1.83 (2023 - C$3.13).

At December 31, 2024, the following options were outstanding, and outstanding and exercisable:

Outstanding Outstanding and Exercisable
Exercise price
CAD		 Options
#
Weighted average exercise price
C$
 Weighted average remaining life in years Options
#
Weighted average exercise price
C$
 Weighted average remaining life in years
$0.59 - $2.07
 2,984,416 $1.47 2.13 2,694,422 $1.44 1.91
$2.08 - $2.64
 2,914,388 $2.55 2.15 2,914,388 $2.55 2.15
$2.65 - $3.17
 2,408,550 $2.72 1.28 2,408,550 $2.72 1.28
$3.18 - $3.67
 2,245,766 $3.26 2.85 1,857,575 $3.27 2.80
10,553,120 $2.43 2.09 9,874,935 $2.42 1.99
Total vested stock options at December 31, 2024 were 9,874,935 (December 31, 2023 - 9,081,403) with a weighted average exercise price of C$2.42 (December 31, 2023 - C$2.25). As of December 31, 2024, there were 678,185 unvested stock options (December 31, 2023 - 1,977,842).

At December 31, 2024, there was $0.1 million of unrecognized compensation costs related to the unvested options expected to be recognized over a period of approximately 0.7 years.

For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:
December 31,
2024		 December 31, 2023
Risk-free interest rate
3.84% to 4.05%
3.47% to 4.03%
Annualized volatility based on historic volatility
52% to 53%
52% to 60%
Expected dividend Nil Nil
Forfeiture rate
4.1% to 4.2%
0.0% to 4.4%
Expected option life
2.0 to 3.5 years
2.4 to 3.5 years
Weighted-average fair market value $0.67 $1.43
(e)Restricted and Deferred Share Unit Plan

The Company adopted the RSU plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. The RSUs are settled in cash or equity at the option of the Company.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. DSUs must be retained until the Director leaves the Board, at which time the awards will be settled in cash or equity at the option of the Company.

The following table summarizes the continuity of the RSUs and DSUs for the period ended December 31, 2024:

RSUs outstanding # DSUs outstanding #
Outstanding at December 31, 2022 465,642  175,091 
Granted 731,543  167,374 
Settled (464,159) — 
Forfeited (31,271) — 
Outstanding at December 31, 2023 701,755  342,465 
Granted 9,418,243  661,561 
Settled (1,093,866) (246,750)
Forfeited (195,577) — 
Outstanding at December 31, 2024 8,830,555  757,276 

As the RSUs and DSUs are expected to be settled in cash, at December 31, 2024 a current liability of $0.2 million and a long-term liability of $0.5 million was outstanding and included in other liabilities (December 31, 2023 - $0.5 million and $0.7 million, respectively). For the year ended December 31, 2024, $0.7 million has been recorded as an expense and included in share-based payments (2023 - $1.0 million). The total fair value of the vested and unvested RSUs and DSUs at December 31, 2024 was C$6.6 million (December 31, 2023 - C$2.4 million).

At December 31, 2024, there was $3.1 million and $0.1 million of unrecognized compensation costs related to the unvested RSUs and DSUs expected to be recognized over a period of approximately 2.7 years and 1.2 years, respectively.

For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 6% and nil, respectively.

11.BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is calculated based on the weighted average number of common shares outstanding during the year. Diluted loss per share is based on the assumption that potential dilutive shares have been issued. The calculation of basic and diluted loss per share is as follows:
Year ended
December 31,
2024 2023
Net loss $ (121,533) $ (89,654)
Basic and diluted weighted average shares outstanding 359,206,859  274,057,213 
Basic and diluted loss per share $ (0.34) $ (0.33)

Convertible debentures and convertible loans of 49,352,948, stock options of 10,553,120 (Note 10 (d)) and warrants of 48,185,249 (Note 9 (i)) were excluded from the computation of diluted weighted average shares outstanding for the year ended December 31, 2024 (2023 - 47,172,138, 11,059,245 and 24,716,409, respectively) as their effect would be anti-dilutive.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

12.SUPPLEMENTAL CASH FLOW INFORMATION

(i) The following table summarizes the changes in operating assets and liabilities:
Year ended
December 31,
2024 2023
Receivables $ 1,077  $ (3,604)
Prepaids and deposits 1,210  750 
Inventory (3,622) 1,383 
Accounts payable and accrued liabilities (752) 9,915 
(Decrease) increase in working capital $ (2,087) $ 8,444 

(ii) The following table summarizes non-cash items included in other income:

Year ended
December 31,
2024 2023
Gain on warrants valuation $ 8,981  $ 16,686 
Gain on Convertible Loans derivative valuation 11,799  21,852 
Loss on contingent and deferred consideration
 (102) (1,552)
Gain on investments —  997 
(Loss) gain on sales from Gold Prepay
 (3,975) 569 
Loss on Gold Prepay derivative valuation
 (7,990) (4,591)
Loss on Silver Purchase derivative valuation (9,897) — 
Other 231  (571)
Total non-cash items included in other income
 $ (953) $ 33,390 

(iii) The following table summarizes non-cash financing and investing activities:

Year ended
December 31,
2024 2023
Shares issued in relation to Convertible Loan (Note 7 (ii))
 $ 2,463  $ 1,665 
Shares issued in relation to Granite Creek contingent payments (Note 9 (vi))
 3,564  — 
Shares issued in relation to Ruby Hill contingent payments (Note 9 (vii))
 —  26,000 
Shares and options issued on acquisition of Paycore Minerals Inc. (Note 3)
 —  81,302 

13.REVENUE

Revenue by customer

The Company has three customers that exceeded 10% of the Company's revenue in 2024, revenue to each customer was $24.4 million, $16.0 million, and $8.03 million. At December 31, 2023, the Company had four customers that exceeded 10% of the Company's revenue - $15.3 million, $13.8 million, $12.8 million, and $11.0 million. At December 31, 2024, the Company had one customer that made up 92% of trade receivable. At December 31, 2023, the Company had two customers that made up 95% of trade receivable. The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Geographic information
Year ended
December 31,
Revenue
 2024 2023
United States $ 48,546  $ 42,061 
United Kingdom 1,789  12,849 
Total
 $ 50,335  $ 54,910 

Revenue by product
Year ended
December 31,
Revenue
 2024 2023
Gold and silver $ 32,754  $ 28,605 
Mineralized material 17,581  26,305 
Total
 $ 50,335  $ 54,910 

14.EXPLORATION, EVALUATION AND PRE-DEVELOPMENT

Year ended
December 31,
2024 2023
Exploration and evaluation $ 14,701  $ 36,416 
Pre-development 23,729  24,675 
Total exploration, evaluation and pre-development $ 38,430  $ 61,091 

Total exploration and evaluation costs consist primarily of drilling and assay costs, exploration supports costs and project study costs. Total pre-development costs consists of mine infrastructure costs and developing underground access to mineralized material.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

15.OTHER EXPENSE AND OTHER INCOME

Year ended
December 31,
2024 2023
(Loss) gain on sales from Gold Prepay
 $ (3,975) $ 569 
Loss on Gold Prepay derivative valuation
 (7,990) (4,591)
Loss on Silver Purchase Agreement derivative valuation
 (9,897) — 
Loss on contingent and deferred consideration
 (102) (1,552)
Loss on foreign exchange
 (33) (27)
Total other expense
 $ (21,997) $ (5,601)

Year ended
December 31,
2024 2023
Gain on Convertible Loans derivative valuation
 $ 11,799  $ 21,852 
Gain on warrants valuation
 8,981  16,686 
Gain on investments
 —  997 
Interest income on restricted cash 1,709  1,568 
Other 1,511  (81)
Total other income
 $ 24,000  $ 41,022 

16.INTEREST EXPENSE
Year ended
December 31,
2024 2023
Interest accretion on Convertible Loans $ 11,091  $ 9,456 
Interest accretion on Gold Prepay
11,052  8,867 
Interest accretion on Silver Purchase Agreement 3,125  3,427 
Interest accretion on Convertible Debentures 5,841  4,557 
Amortization of finance costs 1,386  996 
Other interest expense
 456  33 
Total interest expense
 $ 32,951  $ 27,336 
17.SEGMENTED INFORMATION

The Company's currently has four principal assets which represent the Company's reportable and operating segments. All operating segments are Nevada, US. Results of the operating segments are reviewed by the Company's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. The Company's CODM is the chief executive officer. In the fourth quarter of 2024, the CODM reassessed their approach to evaluating the Company's performance and accordingly has revised the presentation of its operating segments. This presentation has been applied retrospectively. The CODM uses adjusted loss from operations to evaluate each operation's financial performance. The Corporate and other segment relates to the corporate administration function and includes other non pre-development properties in total assets. Inter-segment expenses and expense recoveries are not eliminated and shown in the respective segment. The results from operations for these reportable segments are summarized in the following tables:


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Year ended December 31, 2024 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total
Revenue $ 25,392  $ 8,409  $ 16,534  $ —  $ —  $ 50,335 
Costs applicable to sales1
 (48,016) (7,474) (6,320) —  — 
Exploration, evaluation and pre-development (24,428) (1,796) 7  (11,985) (228)
Property maintenance (756) (2,062) (9,742) (925) (676)
Adjusted loss from operations
 (47,808) (2,923) 479  (12,910) (904) (64,066)
Unallocated expenses:
Depletion, depreciation and amortization
 (1,489)
Royalties
 (2,759)
General and administrative (20,773)
Loss from operations
 $ (89,087)

Year ended December 31, 2023 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total
Revenue $ 29,690  $ 12,896  $ 12,324  $ —  $ —  $ 54,910 
Costs applicable to sales1
 (29,600) (12,383) (9,608) —  — 
Exploration, evaluation and pre-development (20,406) (17,063) (340) (19,607) (3,675)
Property maintenance (415) (1,906) (9,275) (838) (646)
Adjusted loss from operations
 (20,731) (18,456) (6,899) (20,445) (4,321) (70,853)
Unallocated expenses:
Depletion, depreciation and amortization
 (7,202)
Royalties
 (1,260)
General and administrative (21,638)
Loss from operations
 (100,953)
____________________________
1 Cost of sales excluding depletion, depreciation, amortization and royalties

As at December 31, 2024 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total
Capital expenditures $ 1,138  $ 407  $ 762  $ —  $ —  $ 2,307 
Total assets $ 115,414  $ 117,277  $ 259,689  $ 53,412  $ 109,837  $ 655,629 
As at December 31, 2023 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total
Capital expenditures $ 3,933  $ 142  $ 13,162  $ 209  $ 92,063  $ 109,509 
Total assets $ 115,704  $ 117,474  $ 261,480  $ 51,943  $ 107,682  $ 654,283 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

18.INCOME TAXES

(a)The major components of income tax expense (recovery) are as follows:

Year ended
December 31,
2024 2023
Current income tax expense $ —  $ 228 
Deferred income tax expense (recovery) 1,498  (3,442)
Income tax expense (recovery) $ 1,498  $ (3,214)

The components of the consolidated income tax expense (recovery) are as follows:
Year ended
December 31,
2024 2023
United States $ —  $ 228 
Canada —  — 
Current tax expense $ —  $ 228 
United States $ 1,498  $ (3,442)
Canada —  — 
Deferred tax expense (recovery) $ 1,498  $ (3,442)
Total income tax expense (recovery) $ 1,498  $ (3,214)

The components of loss before income taxes are as follows:
Year ended
December 31,
2024 2023
United States $ (72,833) $ (90,907)
Canada (47,202) (1,961)
Loss before income taxes $ (120,035) $ (92,868)

(b)The income tax expense (recovery) for the year can be reconciled to the net loss as follows:

December 31, December 31,
2024 2023
Net loss before income tax expense (recovery) $ (120,035) $ (92,868)
Canadian federal and provincial income tax rates (32,409) 27% (25,074) 27%
Increase / (decrease) due to:
Permanent differences (1,187) (3,230)
Impact of foreign tax rates 4,372  5,337 
Other foreign exchange differences 1,157  (1,509)
Prior year's adjustments relating to tax provision and tax returns 3,356  (2,556)
Change in unrecognized deferred taxes 27,992  25,512 
Share issuance cost (1,543) (1,344)
Other (240) (350)
Income tax expense (recovery) $ 1,498  (1)% $ (3,214) 3%

(c)Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

Movement in net deferred tax liabilities:
December 31, 2024 December 31, 2023
Balance at the beginning of year $ 14,903  $ 4,483 
Recognized in property, plant and equipment, net —  13,862 
Recognized in loss 1,498  (3,442)
Balance at the end of the year $ 16,401  $ 14,903 

The Company recognizes deferred taxes by taking into account the effects of local enacted tax legislation. The main factors that the Company considers are historic and expected future taxable income. Any tax planning that can be implemented to realize the tax assets; and the nature, amount and timing and reversal of taxable temporary differences.The Company reviews the measurement of its deferred tax assets at each reporting period. The Company has provided a valuation allowance for certain of its deferred assets where the Company believes it is more likely than not that some portion or all of such assets will not be realized.

Future income is impacted by changes in market gold and silver prices as well as forecasted future costs and expenses to produce gold and silver. In addition the quantities of minerals, market interest rates also impact future levels of taxable income. Any change in any of these factors will result in an adjustment to the recognition of deferred tax assets to reflect the Company's latest assessment of the amount of deferred tax assets that is probable will be realized.

The following is the analysis of deferred tax assets (liabilities) presented in the Consolidated Balance Sheets:

December 31, 2024 December 31, 2023
Deferred tax assets
Non-capital loss $ 70,001  $ 52,124 
Intercompany interest payable 7,047  4,191 
Silver Purchase Agreement liability 7,602  8,009 
Gold Prepay liability 8,562  11,383 
Gold Prepay embedded derivative 2,610  — 
Orion - conversion and change of control rights —  2,438 
Asset retirement obligation 11,621  10,274 
Other 6,657  2,825 
Gross deferred tax asset $ 114,100  $ 91,244 
Valuation allowance (75,328) (46,982)
Total deferred tax assets net of valuation allowance $ 38,771  $ 44,262 
Deferred tax liabilities
Property, plant and equipment, net $ (40,819) $ (39,350)
Other (14,353) (19,815)
Total deferred tax liabilities (55,172) (59,165)
Net deferred tax liabilities $ (16,401) $ (14,903)

(d)Tax attribute carryforwards by jurisdiction

U.S. operating losses of $225.3 million do not expire and $12.9 million between 2033 and 2035. Canadian operating losses of $74.3 million expire between 2041 and 2043.

(e)Valuation allowance

A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

December 31, 2024 December 31, 2023
Balance at the beginning of year $ 46,982  $ 52,248 
Increases in balances related to current year tax positions 31,089  23,503 
Decreases in balances related to current year tax positions (2,743) (28,769)
Balance at the end of the year $ 75,328  $ 46,982 

The valuation allowance for U.S deferred tax assets is $45.9 million (2023 - $26.0 million) and for Canada is $29.4 million (2023 - $20.9 million).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

The utilization of U.S. net operating loss carryforwards, tax credit carryforwards, and recognized built-in losses may be subject to limitation under the rules regarding a change in stock ownership as determined by the Internal Revenue Code and state tax laws. Section 382 of the Internal Revenue Code of 1986, as amended. If the Company experiences an ownership change, an annual limitation would be imposed on certain of the Company’s tax attributes, including net operating losses and certain other losses, credits, deductions or tax basis. The Company does not expect any of its U.S. tax attributes to expire unused as a result of the Section 382 annual limitations. However, the annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period

The Company or its subsidiaries file income tax returns in the United States and Canada. These tax returns are subject to examination by local taxation authorities provided the tax years remain open to audit under the relevant statute of limitations. United States: 2014 to 2024, Canada: 2020 to 2024.

19.RELATED PARTY TRANSACTIONS

The Company had the following transactions with its related parties who have been identified as principal owners.

Related party debt

(i)The Company entered into convertible loan agreements with both Orion and Sprott (Note 7). Interest accretion related to the loans are recorded in interest expense (Note 16).

(ii)The Company has a gold prepay and silver purchase agreement with Orion (Note 7).

Other liabilities

(i)In connection with the financing package completed in 2021 and subsequent amendments, the company issued warrants to Orion (Note 9).


20.COMMITMENTS AND CONTINGENCIES

Surety bonds

At December 31, 2024, the Company has outstanding surety bonds in the amount of $132.8 million (2023 - $132.8 million) in favor of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property. The surety bonds are secured by restricted cash (Note 5). The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.

Royalties

The Company pays Net Smelter Return ("NSR") royalties on its Granite Creek property at a rate of 1-5% and on its Ruby Hill property at a rate of 3% on revenues. In addition, Granite Creek has a 10% Net Profit Interest ("NPI") royalty calculated on a profit calculation with certain deductions. These royalties are recorded in cost of gold sold in the amount of $2.8 million (2023- $1.3 million) .The Company has other royalties committed on properties that are not currently producing.

Contingent Consideration

On June 14, 2012, Premier USA, through its wholly-owned subsidiary, Au-Reka, acquired a 100% interest in the Cove portion of the McCoy-Cove Property (the "Cove Deposit") from Victoria Gold Corporation ("Victoria") pursuant to an asset purchase agreement dated June 4, 2012. In the event of production from the Cove Deposit, the Company will make additional payments to Victoria in the aggregate amount of $13.8 million (C$20 million).

21.FINANCIAL INSTRUMENTS

The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

(a)Fair value accounting

The fair value hierarchy prioritizes the input to valuation techniques used to measure fair values as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table presents financial instruments measured at fair value on a recurring basis within the fair value hierarchy for level 1 and 2 financial instruments:
December 31, 2024 December 31, 2023
Level
 Carrying amount Fair value Carrying amount Fair value
Warranty liability 1 $ 4,623  $ 4,623  $ 4,467  $ 4,467 
Share based payments 2 $ 790  $ 790  $ 1,184  $ 1,184 
The Company calculates fair values based on the following methods of valuation and assumptions for level 1 and level 2:

Financial assets and liabilities

Financial assets other than the Company's derivative assets described are carried at amortized cost. The fair value of cash and cash equivalents and receivables approximate their carrying value due to their short-term nature.

Financial liabilities not classified as fair value through the statement of loss are carried at amortized cost. Accounts payable and accrued liabilities approximate their carrying value due to their short term nature.

Share-based payment and warrant liabilities

The share-based payment and warrant liabilities are classified within level 2 of the fair value hierarchy and are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk-free rates and expiry dates including managements assumptions on forfeiture rates.

The warrants issued in connection with the Offering are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and therefore a quoted market price is available.

(i)Fair value measurements using significant unobservable inputs (level 3):
The following tables present the changes in level 3 items:

Convertible Loans
Orion conversion and change of control rights Sprott conversion and change of control rights Silver Purchase Agreement - silver price derivative Gold Prepay - gold price derivative Contingent consideration Deferred consideration
Balance as at January 1, 2023 $ (27,029) $ (5,299) $ 1,898  $ 2,916  $ (4,541) $ (45,805)
Repayment —  —  —  —  —  47,000 
Fair value adjustments 18,001  3,840  —  (4,592) (357) (1,195)
Balance as at December 31, 2023 $ (9,028) $ (1,459) $ 1,898  $ (1,676) $ (4,898) $ — 
Repayment —  —  —  —  5,000  — 
Fair value adjustments 8,692  1,426  (9,897) (7,989) (102) — 
Balance as at December 31, 2024 $ (336) $ (33) $ (7,999) $ (9,665) $ —  $ — 

The Company's derivative instruments are described in the level 1, 2 and 3 tables in this note.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

The Company calculates fair values based on the following methods of valuation and assumptions for level 3 financial instruments as follows:

Convertible Loans

The Convertible Loans contain conversion and change of control rights that are separately measured at fair each reporting period (level 3). In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as managements estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.

Gold Prepay Agreement

The Gold Prepay Agreement is recognized as a financial liability at amortized cost and contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (level 3). In determining the fair value of the embedded derivative at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, and risk-free borrowing rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.

Silver Purchase Agreement

The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives; one in relation to the embedded silver price within the agreement and the other in relation to the gold substitution option whereby i-80 Gold can choose to deliver gold instead of silver at a ratio of 75:1, both are measured at fair value each reporting period (level 3). On initial recognition and at December 31, 2024 and 2023, the gold substitution option did not have any value. In determining the fair value of the embedded derivatives at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, risk-free borrowing rates and the Company's production profile. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.

Contingent consideration

Contingent consideration related to Granite Creek was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the second quarter of 2024 (Note 9 (vi)). This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities and market conditions required for each contingent payment would be achieved. The significant unobservable inputs include such inputs as managements estimate of the probability of a positive production decision related to the Granite Creek Project and managements estimate of the probability of producing the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce. The fair value of the contingent consideration was the present value of projected future cash flows using a discount rate of 7.5%.

Deferred consideration

Deferred consideration related to Ruby Hill was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the fourth quarter of 2023 (Note 9 (vii)). This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities required for each milestone payment would be achieved. Management assumed that all milestones would be achieved and the early repayment option would be taken. The fair value of the deferred consideration was the present value of projected future cash flows using a discount rate of 7.5%.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)

22.SUBSEQUENT EVENTS

Prospectus offering of common shares

On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of $15.6 million (C$22.6 million).

On February 28, 2025, in connection with the prospectus offering, the Concurrent Private Placement closed of an aggregate of 1.0 million common shares to certain directors and officers of the Company at a price of C$0.80 per share for gross proceeds of $0.6 million (C$0.8 million).

Convertible Debenture

On February 28, 2025, the Company completed certain amendments to its Convertible Debentures. The amendments provided for:
(i)the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;
(ii)the conversion price applicable to the Company’ right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the greater of (x) 85% of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;
(iii)that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the debenture holders; and
(iv)the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem,     in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date.

Orion Convertible Loan

On January 31, 2025, the Company completed the amendment and restatement of its Convertible Credit Agreement (A&R Convertible Credit Agreement") with Orion. As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.

Further to the A&R Convertible Credit Agreement, Orion and i-80 Gold have extended the maturity date of the A&R Convertible Credit Agreement from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement. Additional security against the Company’s Ruby Hill and Granite Creek projects is required to be put in place by March 31, 2025. In connection with the extension of the A&R Convertible Credit Agreement, the Company has issued to Orion 5.0 million common share purchase warrants (the “2025 Orion Warrants”) with an exercise price of C$1.01 and an expiry date of January 15, 2029. The 2025 Orion Warrants will be subject to a hold period under applicable Canadian securities laws which will expire four months and one day from the date of issuance.

In addition, i-80 Gold and Orion have agreed to enter into an offtake agreement (the “Offtake Agreement”). The Offtake Agreement has similar terms to the existing agreement and will commence once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028.

ATM Program

Subsequent to the period ended December 31, 2024, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of $2.5 million. The ATM Program was effective until the filing of the Company's annual 10-K on March 31, 2025.

Third-party Processing Agreements

The Company finalized its third-party processing agreements in respect with its toll milling as well a ore sales for refractory and oxide material, respectively. The Agreements remain in effect through to December 31, 2027. The Company is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027 to allow for all material from the Company's underground mines to be processed at its autoclave facility.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)



New Gold Prepay and Silver Purchase Agreement

On March 31, 2025, the Company entered into a new gold prepay and silver purchase arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 ounces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to Orion under its respective Gold Prepay and Silver Purchase and sale agreements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In compliance with the Securities Exchange Act ("SEC"), we have filed certificates signed by the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to be sure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were effective and operating at a reasonable assurance level as of December 31, 2024.

Disclosure Controls and Procedures

The CEO and the CFO have designed disclosure controls and procedures or have caused them to be designed under their supervision, in order to provide reasonable assurance that (i) material information relating to the Company has been made known to them; and (ii) information required to be disclosed in the Company’s filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. There were no changes made to i-80 Gold’s disclosure controls and procedures in the year ended December 31, 2024. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at December 31, 2024.

Internal Control over Financial Reporting

The CEO and the CFO have also designed internal controls over financial reporting (“ICFR”) or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (COSO 2013). Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. There have been no significant changes in our internal controls during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, i-80 Gold’s internal control over financial reporting. Based on this assessment management concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2024.

Limitations of Controls and Procedures

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that any design will not succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) or regulation S-K.
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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information concerning this item is contained in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or, if such definitive Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year, an amendment to this Annual Report filed under cover of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning this item is contained in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or, if such definitive Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year, an amendment to this Annual Report filed under cover of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning this item is contained in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or, if such definitive Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year, an amendment to this Annual Report filed under cover of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information concerning this item is contained in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or, if such definitive Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year, an amendment to this Annual Report filed under cover of Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning this item is contained in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or, if such definitive Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year, an amendment to this Annual Report filed under cover of Form 10-K.

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PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)(1) The response to this portion of Item 15 is included in Item 8 above.

(a)(2) The response to this portion of Item 15 is included in Item 8 above.

(a)(3) the following exhibits are filed as part of this Form 10-K or are incorporated herein by reference:
Exhibit No. Description
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
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10.16
10.17*
10.18*
10.19*
10.20*
10.21*
14.1
19.1
21.1
23.1
23.2
23.3
23.4
23.5
23.6
23.7
23.8
23.9
23.10
24.1
31.1
31.2
32.1
32.2
95.1
96.1
96.2
96.3
96.4
97.1
*Management contract or compensatory plan or arrangement Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES

Date: March 31, 2025
i-80 Gold Corp
By:
/s/ Richard Young
Name:
Richard Young
Title:
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Young and Ryan Snow and each of them as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Name Position Date
/s/ Richard Young
 Chief Executive Officer & Director March 31, 2025
Richard Young (Principal Executive Officer)
/s/ Ryan Snow
 Chief Financial Officer March 31, 2025
Ryan Snow (Principal Financial Officer and Principal Accounting Officer)
/s/ Ron Clayton
Chairman of the Board of Directors
 March 31, 2025
Ron Clayton
/s/ Eva Bellissimo
 Director March 31, 2025
Eva Bellissimo
/s/ John Begeman
 Director March 31, 2025
John Begeman
/s/ John Seaman
 Director March 31, 2025
John Seaman
/s/ Arthur Einav
 Director March 31, 2025
Arthur Einav
/s/ Christina McCarthy
 Director March 31, 2025
Christina McCarthy
/s/ Cassandra Joseph
 Director March 31, 2025
Cassandra Joseph
160

EX-3.1 2 a31-noaxmarch52025.htm EX-3.1 a31-noaxmarch52025
Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Cover Sheet I-80 GOLD CORP. Confirmation of Service Form Filed: Notice of Change of Directors Date and Time of Filing: March 5, 2025 04:32 PM Pacific Time Name of Company: I-80 GOLD CORP. Incorporation Number: BC1274043 This package contains: • Certified Copy of the Notice of Articles Check your documents carefully to ensure there are no errors or omissions. If errors or omissions are discovered, please contact the Corporate Registry for instructions on how to correct the errors or omissions. Page: 1 of 1

 
Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies T.K. SPARKS This Notice of Articles was issued by the Registrar on: March 5, 2025 04:32 PM Pacific Time Incorporation Number: BC1274043 Recognition Date and Time: Incorporated on November 10, 2020 11:37 AM Pacific Time NOTICE OF ARTICLES Name of Company: I-80 GOLD CORP. REGISTERED OFFICE INFORMATION Mailing Address: SUITE 2500 PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Delivery Address: SUITE 2500 PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA RECORDS OFFICE INFORMATION Mailing Address: SUITE 2500 PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Delivery Address: SUITE 2500 PARK PLACE 666 BURRARD STREET VANCOUVER BC V6C 2X8 CANADA Page: 1 of 3

 
DIRECTOR INFORMATION Last Name, First Name, Middle Name: Einav, Arthur Mailing Address: 291 GLENGROVE AVE W TORONTO ON M5N 1W3 CANADA Delivery Address: 291 GLENGROVE AVE W TORONTO ON M5N 1W3 CANADA Last Name, First Name, Middle Name: Clayton, Ron Mailing Address: 18124 WEDGE PARKWAY, #119 RENO NV 89511 UNITED STATES Delivery Address: 12050 HIGH VISTA DR. RENO NV 89511 UNITED STATES Last Name, First Name, Middle Name: Bellissimo, Eva Mailing Address: 23 ELMSTHORPE AVE. TORONTO ON M5P 2L5 CANADA Delivery Address: 23 ELMSTHORPE AVE. TORONTO ON M5P 2L5 CANADA Last Name, First Name, Middle Name: Begeman, John Mailing Address: 10588 WHEATON ROAD RAPID CITY SD 57702 UNITED STATES Delivery Address: 10588 WHEATON ROAD RAPID CITY SD 57702 UNITED STATES Last Name, First Name, Middle Name: Seaman, John Mailing Address: 4087 BROAD OAKS DRIVE THUNDER BAY ON P7J 1A7 CANADA Delivery Address: 4087 BROAD OAKS DRIVE THUNDER BAY ON P7J 1A7 CANADA Last Name, First Name, Middle Name: Young, Richard Mailing Address: 100 KING ST W, SUITE 3400 TORONTO ON M5X 1A4 CANADA Delivery Address: 100 KING ST W, SUITE 3400 TORONTO ON M5X 1A4 CANADA Page: 2 of 3

 
Last Name, First Name, Middle Name: Joseph, Cassandra Mailing Address: 5460 GOLDENROD DR RENO NV 89511 UNITED STATES Delivery Address: 5460 GOLDENROD DR RENO NV 89511 UNITED STATES Last Name, First Name, Middle Name: McCarthy, Christina Mailing Address: 170 HIXON ROAD HAMILTON ON L8K 2C4 CANADA Delivery Address: 170 HIXON ROAD HAMILTON ON L8K 2C4 CANADA AUTHORIZED SHARE STRUCTURE 1. No Maximum Common Shares Without Par Value Without Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Page: 3 of 3

 
EX-4.1 3 ex41-descriptionofcommonsh.htm EX-4.1 Document

Exhibit 4.1

DESCRIPTION OF COMMON SHARES


The following description of our Common Shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Notice of Articles and Articles which are attached as exhibits to the Annual Report on Form 10-K. We are incorporated in the Province of British Columbia, Canada and are subject to the Business Corporations Act (British Columbia). The Corporation is authorized to issue an unlimited number of Common Shares without par value.

Each Common Share entitles the holder thereof to one vote at all meetings of shareholders other than meetings at which only holders of another class or series of shares are entitled to vote. Each Common Share entitles the holder thereof, subject to the prior rights of the holders of preference shares of the Corporation, if any, to receive any dividends declared by the directors of the Corporation and the remaining property and assets of the Corporation upon liquidation, dissolution or winding-up. The holders of Common Shares are not entitled to vote separately as a class or series on, or to dissent in respect of, any proposal to amend the articles of the Corporation to: (a) increase or decrease the maximum number of authorized Common Shares, or to increase the maximum number of authorized shares of a class or series ranking in priority to, or on parity with, the Common Shares; (b) effect an exchange, reclassification or cancellation of all or part of the Common Shares; or (c) create a class or series of shares ranking in priority to, or on parity with, the Common Shares.
EX-4.2 4 ex42i-80xdebentureindentur.htm EX-4.2 Document

Exhibit 4.2
i-80 GOLD CORP.

and

TSX TRUST COMPANY


CONVERTIBLE DEBENTURE INDENTURE


Providing for the Issue of
Convertible Debentures

February 22, 2023


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CONVERTIBLE DEBENTURE INDENTURE
This Indenture is made as of February 22, 2023
AMONG:
i-80 GOLD CORP., a corporation existing under the laws of the Province of British Columbia
(the "Company")
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TSX TRUST COMPANY, a trust company existing under the laws of Canada
(the "Trustee")
RECITALS
The Company wishes to create and issue the Debentures (as herein defined) in the manner and subject to the terms and conditions of this Indenture;
FOR VALUE RECEIVED, the parties agree as follows:
Article 1
INTERPRETATION
1.1Definitions
In this Indenture and in the Debentures, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings, namely:
(a)"90% Redemption Right" has the meaning ascribed thereto in Section 2.1(h)(ii);
(b)"Aboriginal" means any indigenous and/or aboriginal person(s), tribe(s) and/or band(s);
(c)"Acquisition" means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (1) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (2) any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person;
(d)"Adjustment Period" means the period commencing on the date of issue of the Debentures and ending at the Time of Expiry;
(e)"Affiliate" has the meaning ascribed to such term in the Business Corporations Act (Ontario), as in effect on the date of this Indenture;

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(f)"Agents" means, collectively, Sprott Capital Partners, LP, CIBC World Markets Inc. and any additional agents that are invited to participate in the Offering with the consent of the Company;
(g)"AML Legislation" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the USA Patriot Act, and other applicable anti- money laundering, anti-terrorist financing, government sanction and "know your client" Applicable Laws, whether within Canada, in the United States or, to the extent applicable to any Group Member, elsewhere, including any regulations, guidelines or orders thereunder;
(h)"Annual Forecast Report" means a written report in relation to a Fiscal Year with respect to each Project, to be prepared by or on behalf of the Company, including with reasonable detail:
(i)the amount and a description of planned operating and capital expenditures, including:
(1)the amount and a description of planned exploration expenditures, including a breakdown by exploration target;
(2)the amount and, to the extent reasonably feasible, a description of planned development and other capital expenditures, including a breakdown of the major components thereof; and
(3)a breakdown by sustaining and non-sustaining costs; and
(ii)a forecast, based on the then current Mine Plan for the Project, for such Fiscal Year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:
(1)the estimated tonnes and grade of Minerals to be mined; and
(2)the estimated tonnes and grade of Minerals to be processed, and expected recoveries for gold, silver and other types of marketable minerals.
(i)"Annual Operations Report" means a written report prepared by or on behalf of the Company in relation to a Fiscal Year, which report shall include all material information pertaining to the development and operations of the Project, including the following information for such Fiscal Year:
(i)the information required to be included in Quarterly Production Reports hereunder, except on an annualized basis for such year or as at the end of such year, as applicable;
(ii)a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) as of the end of such Fiscal Year;
(iii)a review of the exploration, development and operating activities for such Fiscal Year, including:
(1)the amount and a description of exploration expenditures, including a breakdown by exploration target, and variances from projected exploration expenditures, and a report on the result of exploration activities conducted during such Fiscal Year, including all geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys;

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(2)the amount and a description of operating and capital expenditures (excluding exploration expenditures), including a breakdown of the major components thereof, and variances from projected operating and capital expenditures;
(3)a report on any material issues or departures from that contemplated by the Mine Plan for the Project, as the Mine Plan existed as of the first day of such Fiscal Year; and
(4)any actual or expected materially adverse impact on development or production or recovery of gold, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and
(iv)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
(v)The Annual Operations Report shall also contain a report on any Encumbrances placed on the Project Property during the applicable year securing amounts greater than $5,000,000 in the aggregate;
(j)"Anti-Corruption Laws" means the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction applicable to any Group Member from time to time concerning or relating to bribery or corruption;
(k)"Anti-Corruption Policy" means the anti-bribery and anti-corruption policy of the Group Members (which shall include United States Foreign Corrupt Practices Act compliance) adopted by the Board of Directors, as the same may be amended, revised, supplemented or replaced from time to time in accordance with this Indenture;
(l)"Applicable Law" means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Authority in any case applicable to any specified Person, property, transaction or event, or any such Person's property or assets;
(m)"Applicable Securities Legislation" means applicable securities laws (including rules, regulations, policies and instruments) in each of the provinces and territories of Canada;
(n)"Associate" has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Indenture;
(o)"Auditors of the Company" means an independent firm of chartered accountants duly appointed as auditors of the Company;
(p)"Authenticated" means: (i) with respect to the issuance of a Debenture Certificate, one which has been duly signed by the Company and certified by the signature of an authorized signatory of the Trustee; (ii) with respect to the issuance of an Uncertificated Debenture, one in respect of which the Trustee has completed all Internal Procedures such that the particulars of such Uncertificated Debenture as required by Section 2.4 are entered in the register of holders of Debentures, and "Authenticate" and "Authentication" have the appropriate correlative meanings;

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(q)"Authorization" means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person's property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters;
(r)"Automatic Redemption" has the meaning ascribed thereto in Section 4.1;
(s)"Beneficial Holder" means any person who holds a beneficial interest in a Debenture that is represented by a Debenture Certificate or an Uncertificated Debenture registered in the name of CDS or its nominee, for the purposes of being held by or on behalf of CDS as custodian for Participants;
(t)"Board of Directors" means the board of directors of the Company or any committee thereof;
(u)"Business" means the development, expansion and operation of, and extraction, processing and sale of Minerals from, the Project;
(v)"Business Day" means any day other than a Saturday, Sunday or any other day that the Trustee in Toronto, Ontario is not generally open for business;
(w)"Capitalized Lease Obligation" means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS, is required to be capitalized.
(x)"Change of Control" means: (i) any event as a result of or following which a Person or group of Persons acting jointly or in concert within the meaning of Applicable Securities Legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the then outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Company, unless in each case the holders of voting securities of the Company immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Company or the successor entity following the completion of such sale, merger, reorganization or other similar transaction;
(y)"Change of Control Notice" has the meaning ascribed thereto in subsection 2.1(h)(i);
(z)"Change of Control Offer" has the meaning ascribed thereto in subsection 2.1(h)(i);
(aa)"Change of Control Purchase Date" has the meaning ascribed thereto in subsection 2.1(h)(i);
(ab)"Code" means the Internal Revenue Code of 1986, as amended;
(ac)"Collateral Agency Agreement" means that certain collateral agency agreement dated as of the date of this Agreement among the Company, the Collateral Agent, the Trustee and the Agents;
(ad)"Collateral Agent" means TSX Trust Company, as collateral agent appointed pursuant to the Collateral Agency Agreement in respect of the Security Documents and the Transaction Guarantees;

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(ae)"Common Share Interest Conversion Price" means a conversion price equal to the greater of (x) 90% of the average closing price of the Common Shares as measured in U.S. dollars on the NYSE American during the ten (10) Business Days leading up to the relevant interest payment date, and (y) the VWAP of the Common Shares on TSX during the five trading days immediately preceding the relevant date, less the TSX permitted discount; ;
(af)"Common Share Interest Payment Election" means an election to satisfy an Interest Obligation on the applicable Interest Payment Date by the issuance of Common Shares in the manner described in the Common Share Interest Payment Election Notice;
(ag)"Common Share Interest Payment Election Notice" means a written notice made by the Company to the Trustee and to the registered holders of Debentures specifying:
(i)the Interest Obligation to which the election relates; and
(ii)the number of Common Shares which will be issued to the Debentureholders to satisfy the Interest Obligation owed on the Interest Payment Date;
(ah)"Common Shares" means the common shares in the capital of the Company, as such common shares are constituted on the date of execution and delivery of this Indenture; provided that in the event of a change or a subdivision, redivision, reduction, combination or consolidation thereof, any reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up, or such successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 6.5, "Common Shares" shall mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up;
(ai)"Company" means i-80 Gold Corp.;
(aj)"Completion Date" for the Project means the first day of the month following the date on which, over the previous 60 days, the Project has operated at an average rate of at least 60% of its design capacity (or at such lesser rate of production as may be specified in the Mine Plan);
(ak)"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes.
(al)"Contaminant" means any substance, whether in a solid, liquid, gas, intermediate or transient state, or emission, including without limitation, (a) any organic or inorganic matter, whether animate or inanimate, micro-organism, fuel (such as petroleum or petroleum products, crude oil, natural gas, liquified natural gas or synthetic fuel); (b) any form of energy or combination of energy, including without limitation, sound, vibrations, rays, heat, radiation or plasma, (c) any odour, pollutant, contaminant, waste, hazardous substance, hazardous material, toxic substance, dangerous substance and dangerous good and (d) any container or former container of any of the foregoing;
(am)"Conversion Price" means the Original Conversion Price, as may be adjusted in accordance with the terms and conditions of this Indenture;
(an)"Conversion Shares" means the Common Shares issuable upon conversion of the Debentures at the Conversion Price in accordance with Article 6;

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(ao)"Convertible Credit Agreement Event of Default" means an "Event of Default", as such term is defined as of the date of this Indenture in the Sprott Convertible Credit Agreement and/or the Orion Convertible Credit Agreement;
(ap)"Convertible Credit Agreements" means the Sprott Convertible Credit Agreement and/or the Orion Convertible Credit Agreement, as the context so requires;
(aq)"Counsel" means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by the Company and reasonably acceptable to the Trustee;
(ar)"Current Market Price" of the Common Shares at any date means the 20-day VWAP ending on the seventh trading day before such date; provided further that if the Common Shares are not then listed or traded on any Stock Exchange, then the Current Market Price shall be determined by a firm of independent chartered accountants selected by the directors of the Company;
(as)"Current Market Price for Interest" means the 5-day VWAP immediately preceding the relevant date as measured in U.S. dollars on the NYSE American;
(at)"Date of Conversion" has the meaning ascribed thereto in subsection 6.4(g);
(au)"Debenture Certificate" means a certificate evidencing Debentures substantially in the form attached as Schedule "A" hereto;
(av)"Debentureholders" or "holders" means the Persons for the time being entered in the register for Debentures as registered holders of Debentures;
(aw)"Debentures" means the secured convertible debentures issued and Authenticated hereunder and described in Section 2.1 and for the time being outstanding, whether in definitive, uncertificated or interim form;
(ax)"Debt" means, at any time, with respect to any Person:
(i)all obligations, including by way of overdraft and drafts or orders accepted representing extensions of credit, that would be considered to be indebtedness for borrowed money, and all obligations, whether or not with respect to the borrowing of money, that are evidenced by bonds, debentures, notes or other similar instruments;
(ii)the face amount of all bankers' acceptances and similar instruments;
(iii)all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;
(iv)any capital stock of that Person, or of any Subsidiary of that Person, which capital stock, by its terms or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part;
(v)all Capitalized Lease Obligations, synthetic lease obligations, obligations under sale-leaseback transactions and Purchase Money Obligations;
(vi)the amount of all contingent liabilities in respect of letters of credit and similar instruments;

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(vii)accounts payable and accruals that are over one hundred twenty (120) days past due (except to the extent being contested in good faith);
(viii)obligations under any Hedging Arrangement;
(ix)contingent liabilities in respect of performance bonds, surety bonds and product warranties, and any other contingent liability, in each case only to the extent that the contingent liability is required by IFRS to be treated as a liability on a balance sheet of the Person contingently liable (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Project and the Plants,); and
(x)the amount of the contingent liability under any Guarantee in any manner of all or any part of an obligation of another Person of the type included in paragraphs (i) through (ix) above; provided, for greater certainty, trade payables that do not fit the description in paragraph (vii) above shall not be considered Debt;
(ay)"Default" means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default;
(az)"Defeased Debentures" has the meaning ascribed thereto in subsection 10.6(b);
(ba)"Depository" or "CDS" means CDS Clearing and Depository Services Inc. and its successors in interest;
(bb)"Encumbrance" means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, and "Encumbrances", "Encumbrancer", "Encumber" and "Encumbered" shall have corresponding meanings;
(bc)"Environmental" means all components of the earth and its surrounding atmosphere and any other place or thing which at any time is the subject to any Environmental Law, including without limitation, the ambient air, all layers of the atmosphere, surface water, underground water, any land or subsurface spaces or cavities even if submerged in or under water or covered by a structure, all organic and inorganic matter, all living organisms and the interacting natural systems that include components of air, water, land, organic and inorganic matter and living organisms, and "Environment" has a similar meaning;
(bd)"Environmental Contamination" means any Hazardous Substance which can be shown (i) to have existed in, at, on or under any of the Project Real Property, or any part thereof, at any time, whether caused by a Group Member or any other Person and whether originating from the Project Real Property or any other property, or (ii) to be present at any other place and to have resulted in any manner whatsoever from the operation of the Business at the Project;
(be)"Environmental Laws" means all federal, provincial, state, municipal, county, local and other statutes, codes, ordinances, by-laws, rules, regulations, policies, guidelines, standards, judgments, orders and other authorizations, as well as common law, civil and other jurisprudence or authority, in each case domestic or foreign, having the force of law at any time relating in whole or in part to the Environment or its protection; including without limitation, those arising pursuant to or in connection with any Environmental Permit held by the Company at any time and those relating to (a) actual, proposed or potential Release, storage, generation, use, handling, manufacture, processing, packaging, labeling, recycling, destruction, transportation, import, export, treatment, sale, advertising or display of any Contaminant, (b) notification of any Person with respect to any of the foregoing, (c) preventative or remedial measures with respect to any of the foregoing and (d) any nuisance or abuse of right in connection with the Environment;

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(bf)"Environmental Notice" means any notice, letter, directive, Order, claim demand, proceeding, investigation, judgment, ruling or other communication, written or oral actual or implied, from any Governmental Authority or other Person relating to any Environmental matter involving the Company or all or any part of the Project Real Property, including without limitation, with respect to any existing or potential non- compliance with or breach of any Environmental Law;
(bg)"Environmental Permit" means any permit, Order, direction, certificate, approval, consent, registration, licence or other authorization of any kind issued, granted, conferred, created, required or requested at any time by any Governmental Authority or other Person in connection with the Project Real Property pursuant to or in connection with any Environmental Law;
(bh)"Environmental Review" means any audit, review, assessment, study or evaluation, prepared at any time by or on behalf of the Company or otherwise, related in whole or in part to Environmental matters involving any of the Company, its business or all or any part of the Project Real Property;
(bi)"Exchange Approval" has the meaning ascribed thereto in subsection 2.12(c);
(bj)"Event of Default" has the meaning ascribed thereto in Section 9.1;
(bk)"Excluded Tax" means any of the following Taxes imposed on or with respect to any Debentureholder or required to be withheld or deducted from a payment to any Debentureholder: (a) Taxes measured by net income (however denominated) including branch profit Taxes and franchise Taxes imposed in lieu of net income Taxes, in each case, (i) imposed as a result of any Debentureholder being organized under the laws of, or having its principal office in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) withholding Taxes to the extent that the obligation to withhold amounts existed on the date that such person became a Debentureholder under this Agreement, except in each case to the extent such person is a direct or indirect assignee of any other Debentureholder that was entitled, immediately before such assignment to such person became effective, to receive additional amounts under Section 8.14; (c) Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Debentureholder to deliver the documentation required to be delivered pursuant to Section 8.14; (d) any Taxes imposed under FATCA and (e) any Taxes imposed under the Tax Act that are required to be deducted or withheld in respect of any payment, to or for the benefit of such Debentureholder (A) with which the Company does not deal at arm's length (within the meaning of the Tax Act) or (B) that is a "specified shareholder" (as defined in subsection 18(5) of the Tax Act) of the Company at any relevant time or does not deal at arm's length for purposes of the Tax Act with a "specified shareholder" (as defined in subsection 18(5) of the Tax Act) of the Company at any relevant time (other than, in each case, a non-arm's length relationship that arises, or where the Debentureholder is a "specified shareholder" or does not deal at arm's length with a "specified shareholder," in connection with or as a result of the Debentureholder having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any rights under this Agreement.
(bl)"Extraordinary Resolution" has the meaning ascribed thereto in Section 12.12;
(bm)"FATCA" means Sections 1471, 1472, 1473 and 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future United States Treasury Regulations promulgated thereunder and published guidance with respect thereto, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect thereto, and any laws, fiscal or regulatory legislation, rules, guidance notes and practices adopted by a non-U.S. jurisdiction to effect any such intergovernmental agreement.

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(bn)"Financing Documents" means, collectively:
(i)this Indenture;
(ii)the Security Documents;
(iii)the Transaction Guarantees;
(iv)the Collateral Agency Agreement;
(v)the subscription agreements delivered by each Debentureholder (the "Subscription Agreements"); and
(vi)and any other agreement or document that the Company and the Trustee agree is a Financing Document;
(bo)"Fiscal Quarter" means each calendar quarter ending on March 31, June 30, September 30 and December 31 of each year;
(bp)"Fiscal Year" means the period of January 1 to December 31 of each year;
(bq)"Fully Registered Debentures" means Debentures registered as to both principal and interest;
(br)"Gold Prepay Agreement" means the gold prepay purchase and sale agreement dated December 13, 2021 between, among others, the Company, as seller, Orion Fund III (HG) Ltd., as administrative agent and the buyers party thereto from time to time;
(bs)"Good Industry Practice" means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the Canadian and U.S. mining industries engaged in the same type of undertaking under the same or similar circumstances;
(bt)"Governmental Authority" means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange;
(bu)"Group Member" means, collectively, the Company, the Limited Recourse Guarantor and the Guarantor, and "Group Member" means any one of them;

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(bv)"Guarantee" means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, letter of credit, lease, dividend or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited;
(bw)"Guarantor" means Au-Reka Gold LLC, a wholly-owned Subsidiary of the Limited Recourse Guarantor;
(bx)"Hazardous Substance" means any Contaminants defined, regulated, listed or prohibited by Environmental Laws;
(by)"Hedging Arrangement" means any interest rate, currency, equity or commodity swap, hedge, derivative, forward sale or similar arrangement;
(bz)"Holders Share Interest Conversion Price" means a conversion price equal to the greater of (i) the Conversion Price, (ii) the Current Market Price for Interest at the time of the conversion of such amounts owing, subject in each case to the approval of the Stock Exchanges, as applicable, or (iii) the VWAP of the Common Shares on TSX during the five trading days immediately preceding the relevant date, less the TSX permitted discount;
(ca)"Holders Share Interest Election Notice" has the meaning ascribed thereto in subsection 2.12(b);
(cb)"Holders Share Interest Payment Right" has the meaning ascribed thereto in subsection 2.12(a);
(cc)"HSEC Policy" means the integrated health, safety, environmental and community policies and operating guidelines for the Project adopted by the Board of Directors.
(cd)"ICMM Guidelines" means the International Council on Mining & Metals Mining Principles, as amended, supplemented or superseded from time to time;
(ce)"IFRS" means International Financial Reporting Standards issued by the International Accounting Standards Board;
(cf)"Inchoate Lien" means, with respect to any property or asset of any Person, the following liens:
(i)any lien for taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings and for which a reasonable reserve satisfactory to the Collateral Agent has been provided; and
(ii)undetermined or inchoate liens, privileges or charges incidental to current operations which have not been filed (or are not required to be filed) pursuant to law against such Person's property or assets or which relate to obligations not due or delinquent;

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(cg)"Indemnified Tax" means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.
(ch)"Interest Obligation" means the obligation of the Company to pay interest on the Debentures either on the Maturity Date, or, if the Company makes a Common Share Interest Payment Obligation, the date such interest is paid in accordance with Article 11;
(ci)"Interest Payment Date" means the Maturity Date or such other date specified in this Indenture or a Debenture as the date on which an Interest Obligation shall become due and payable;
(cj)"Interest Record Date" means the record date for the payment of interest on the Debentures which will be the Maturity Date or, if the Company makes a Common Share Interest Payment Election, the Business Day immediately before the date such interest is paid in accordance with Article 11;
(ck)"Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register of Debentureholders at any time (including without limitation original issuance or registration of transfer of ownership) the minimum number of the Trustee's internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Trustee, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;
(cl)"Investment" means, with respect to any Person, the making by such Person of: (1) any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, (2) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or (3) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided, for greater certainty, an Acquisition shall not be treated as an Investment;
(cm)"Issue Date" means February 22, 2023;
(cn)"Legended Securities" has the meaning ascribed thereto in Section 2.14(a);
(co)"Limited Recourse Guarantor" means Premier Gold Mines USA, Inc., a wholly-owned Subsidiary of the Company;
(cp)"Loss" means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment resulting from or arising out of any claim, demand, action, suit, proceedings, claim, assessment, judgement or settlement or compromise, including without limitation, all interest, damages (including, without limitation, punitive damages) and reasonable legal fees and expenses incurred in connection therewith;
(cq)"Material Adverse Effect" means, individually or in the aggregate, any event, change or effect that could reasonably be expected to have a materially adverse effect on (1) the business, affairs, capitalization, assets, liabilities, results of operations, condition (financial or otherwise) of (A) the Company, (B) or the Group Members, taken as a whole, (2) the development or operation or economic viability of the Project as contemplated by the relevant Mine Plan (as in effect at the time of such event, change or effect), (3) the ability of the Company or any other Group Member to consummate the transactions contemplated by the Financing Documents or to perform their respective obligations under the Financing Documents, or (4) the rights and remedies of the Trustee under this Indenture;

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(cr)"Material Contracts" means (1) any Contract involving the potential expenditure by or revenue to any Group Member of more than $15,000,000 in the aggregate or in excess of $5,000,000 in any Fiscal Year (other than a Contract for Permitted Debt or an Acquisition), (2) any other Contract, the breach, loss or termination of which would, or could reasonably be expected to, be material to any of the Group Members or otherwise result in a Material Adverse Effect and (3) any other Contract, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of the Project or otherwise result in a Material Adverse Effect relating to the Project;
(cs)"Maturity Account" means an account or accounts required to be established by the Company (and which shall be maintained by and subject to the control of the Trustee) for the Debentures issued pursuant to and in accordance with this Indenture;
(ct)"Maturity Date" means February 22, 2027;
(cu)"Maturity Date Payment" has the meaning ascribed thereto in Section 2.1(c);
(cv)"Mine Plan" means the exploration, development and mine plans for the Project, as applicable, each as approved by the Board of Directors, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Indenture;
(cw)"Mineral Interests" means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals;
(cx)"Minerals" means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from any Project Real Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré;
(cy)"NI 62-104" means National Instrument 62-104 Take-Over Bids and Issuer Bids;
(cz)"Obligations" means all indebtedness, liabilities and other obligations owed to the Debentureholders, the Collateral Agent and the Trustee hereunder or under any Financing Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising;
(da)"Offer Price" has the meaning ascribed thereto in subsection 2.1(h)(i);
(db)"Offering" means the private placement offering by the Company of up to $65,000,000 aggregate principal amount of Debentures;
(dc)"Officer's Certificate" means a certificate of the Company signed by any authorized officer or director of the Company, in their capacity as an officer or director of the Company, and not in their personal capacity;
(dd)"Offtake Agreement" means the amended and restated offtake agreement dated December 13, 2021 between, among others, the purchasers thereunder and the Company, as seller, providing for, among other things, the purchase and sale of refined gold;

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(de)"Order" means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Authority or other decision-making authority of competent jurisdiction;
(df)"Original Conversion Price" means a conversion price of $3.38 per Conversion Share;
(dg)"Orion Convertible Credit Agreement" means the convertible credit agreement with a principal amount of $50,000,000 dated December 13, 2021 among the Company, as borrower, certain Subsidiaries of the Company, OMF Fund III (F) Ltd. as administrative agent and the lenders party thereto;
(dh)"Other Connection Taxes" means, with respect to any Debentureholder, Taxes imposed as a result of a present or former connection between such Debentureholder and the jurisdiction imposing such Tax, other than any such connection arising from such Debentureholder having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected as a security interest under, engaged in any other transaction or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document.
(di)"Other Rights" means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions, unpatented mining claims or franchises held by a Group Member or required to be obtained from any Person (other than a Governmental Authority) for the development and operation of the Project, as contemplated by the Mine Plan;
(dj)"Participant" means a Person recognized by CDS as a participant in the non- certificated inventory system administered by CDS;
(dk)"Permitted Debt" means:
(i)the Obligations;
(ii)obligations owing under the Stream Agreement;
(iii)obligations of the Company under the Gold Prepay Agreement;
(iv)obligations of the Company under the Convertible Debt Agreement;
(v)Debt of the Guarantor secured by Encumbrances permitted pursuant to clause (viii) of the definition of Permitted Encumbrances;
(vi)obligations under Permitted Hedging Arrangements;
(vii)Subordinated Intercompany Debt;
(viii)deposits received from customers in the ordinary course of business;
(ix)unsecured trade payables incurred in the ordinary course of business;
(x)Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of the Guarantor to the extent required by Applicable Laws or a Governmental Authority;
(xi)Guarantees by the Company of Debt of a Subsidiary that is not a Group Member, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by the Company;

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(xii)Guarantees by the Limited Recourse Guarantor of Debt, provided recourse on such Guarantee does not include a pledge of equity of the Guarantor held by the Limited Recourse Guarantor;
(xiii)Debt of the Group Members incurred for the bona fide purpose of development, operation or construction of the Project; and
(xiv)any other Debt of any Group Member permitted in writing by the Trustee, at the direction of the Debentureholders;
(dl)"Permitted Encumbrances" means as of any particular time any of the following encumbrances on the Secured Assets or property intended to form part of the Secured Assets or any part thereof:
(i)Security Interests arising from court or arbitral proceedings or any judgment rendered, claim filed or registered related thereto, provided the judgment or claim secured thereby are being contested in good faith by such Person, adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS, execution thereon has been stayed and continues to be stayed and such Security Interests do not result in an Event of Default or materially impair the operation of the business of the Guarantor or the Project;
(ii)good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such Security Interests do not materially impair the operation of the business of the Guarantor or the Project;
(iii)Security Interests made or incurred in the ordinary course of business to secure (A) workers' compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, order, and public and statutory obligations, or (B) the discharge of Security Interests or claims incidental to construction and mechanics', warehouseman's, carriers' and other similar liens or construction and mechanics' and other similar Security Interests, provided such Security Interests do not materially impair the operation of the business of the Guarantor or the Project (which for greater certainty shall include all Security Interests required to be delivered in connection with surety bonds in respect of the Project);
(iv)any development or similar agreements concerning real property of such Person or the Guarantor or the Project entered into with a Governmental Authority or public utility from time to time which do not and will not in the aggregate materially detract from the value of such property or materially impair its use in the operation of the business of such Person or the Guarantor or the Project, and which are not violated in any material respect;
(v)any Inchoate Lien;
(vi)such minor defects as may be revealed by an up to date plan of survey of any property and any minor registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real property which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions do not in the aggregate materially detract from the value of the said properties or materially impair their use in the operation of the business of the Guarantor or the Project;

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(vii)security or deposits given to a public utility or any Governmental Authority when required by such utility or Governmental Authority pursuant to any agreement in respect of the Project, or in the ordinary course of business;
(viii)Security Interests securing Purchase Money Obligations and Capitalized Lease Obligations relating solely to the acquisition of mobile equipment necessary for the development, construction or operation of the Project, provided the aggregate of the debt outstanding at any time in respect of the Purchase Money Obligations and Capitalized Lease Obligations referred to in this paragraph (i) shall not exceed $35,000,000; provided such Security Interests extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and no recourse is available to any other property of the Company;
(ix)Security Interests for taxes, assessments or governmental charges or levies not at the time due or delinquent, provided the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS and such Security Interests do not result in an Event of Default or materially impair the operation of the business of the Guarantor or the Project;
(x)Security Interests and charges incidental to construction or current operations (including, without limitation, carrier's warehouseman's, mechanics', materialmen's and repairmen's liens) that have not at such time been filed pursuant to law or which relate to obligations not due or delinquent, provided the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS and such Security Interests do not result in an Event of Default or materially impair the operation of the business of the Guarantor or the Project;
(xi)the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant or permit acquired by the Guarantor or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Security Interests do not result in an Event of Default or materially impair the operation of the business of the Guarantor or the Project;
(xii)the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Governmental Authority, and such Security Interests do not result in an Event of Default or materially impair the operation of the business of the Guarantor or the Project;
(xiii)in respect of any unpatented mining claim included in the Project, the paramount title of the United States of America;
(xiv)Security Interests on concentrates or minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing or refining arrangement, but only insofar as such Security Interests relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and adequate reserves with respect thereto are maintained in accordance with IFRS and such Security Interests do not result in an Event of Default or materially impair the operation of the business of the Guarantor or the Project;

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(xv)Security Interests granted as credit support for Permitted Hedging Arrangements, subject to the execution of an intercreditor agreement by any hedge providers in form and substance satisfactory to the Collateral Agent, acting reasonably;
(xvi)the royalties in respect of the Project as they exist as of the Issue Date, or as amended following the date hereof (the "Royalties");
(xvii)Security Interests securing debt of the Company or any of the Company's subsidiaries other than the Guarantor;
(xviii)Security Interests securing debt of the Guarantor, provided such debt and the Security Interests securing such debt is incurred in accordance with, or otherwise does not violate, this Indenture or the Security Documents;
(xix)other Security Interests agreed to in writing by the Trustee, at the direction of the Debentureholders;
provided, however, that no Security Interest described in paragraphs (i) through (v) above shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money;
(dm)"Permitted Hedging Arrangements" means Hedging Arrangements of the Guarantor which have been entered into for bona fide business purposes, and not for speculative purposes, and pursuant to a hedging plan and policy as may be adopted by the Company from time to time, provided such hedging plan and policy is approved by the Collateral Agent, acting reasonably;
(dn)"Permitted Restricted Payments" means
(i)payments of the Company under this Indenture;
(ii)payments of the Company under the Stream Agreement;
(iii)payments of the Company under the Gold Prepay Agreement;
(iv)payments of the Company under the Convertible Debt Agreement;
(v)regularly scheduled payments by a Group Member in respect of Permitted Debt regarding Purchase Money Obligations and Capitalized Lease Obligations, Debt incurred for the bona fide purpose of development, operation or construction of a project, Permitted Hedging Arrangements and other Permitted Debt permitted in accordance with this Indenture;
(vi)payments in respect of Royalties;
(vii)payments among Group Members; and
(viii)required payments by the Guarantor in respect of Permitted Debt under paragraph (x) of such definition regarding reclamation obligations;
(do)"Person" includes an individual, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof or other entity (and for the purposes of the definition of "Change of Control", in addition to the foregoing, "Person" shall include any syndicate or group that would be deemed to be a "Person" under NI 62-104);

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(dp)"Project" means the McCoy-Cove gold project located on the Eureka- Battle Mountain Trend in Nevada and owned 100% by the Guarantor inclusive of all related mining claims and interests, fee simple and leasehold rights, water rights, buildings and installations and permits and consents necessary for the exploration, development and extraction of minerals thereat;
(dq)"Project Authorizations" means all Authorizations and Other Rights (including environmental Authorizations) necessary for (1) the development and mining operations of the Project, and (2) the ongoing operation of commercial production transactions;
(dr)"Project Costs" in respect of the Project means all capital expenditures incurred by the applicable Group Member on a consolidated basis for the purposes of developing the Project, included escalation, contingencies, initial working capital, Taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, and as the same may be amended from time to time in accordance with the terms hereof;
(ds)"Project Deed of Trust" means the Fee and Leasehold Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing, in form and substance satisfactory to the Agents (acting reasonably) to be entered into by the Guarantor in favour of the Collateral Agent for the purpose of charging all of the Guarantor's present and future right, title and interest in and to the Project as collateral security for its Obligations under the Transaction Guarantee to which the Guarantor is a party;
(dt)"Project Property" means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: (1) the Project Real Property and Minerals; (2) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Project; (3) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (4) all books and records of the Group Members related to any of the foregoing;
(du)"Project Real Property" means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, patented mining claims, unpatented mining claims and interests, and all easements and surface access rights held by any Group Member relating to the Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Authority. "Project Real Property" shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, patented mining claims, unpatented mining claims or interests, easements and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Indenture, whether or not such ownership or interest is held continuously;
(dv)"Purchase Money Obligations" means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non- vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance;

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(dw)"Qualified Institutional Buyer" means a "qualified institutional buyer" as such term is defined in Rule 144A under the 1933 Act;
(dx)"Qualified Institutional Buyer Letter" means letter executed by a Qualified Institutional Buyer in connection with its purchase of debenture units pursuant to the Offering under which the initial Debentures were issued;
(dy)"Quarterly Date" means March 31, June 30, September 30 and December 31 in each year.
(dz)"Quarterly Operations Report" means a written report in respect of the Project prepared by or on behalf of the Company in relation to the immediately preceding Fiscal Quarter, which report shall include all material information pertaining to the development or operations of the Project, including the following information for such Fiscal Quarter:
(i)a review of the permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Mine Plan for the Project, as applicable;
(ii)until the Completion Date for such Project:
(1)a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);
(2)material variances of actual Project Costs from projected Project Costs in the Construction Budget;
(3)the percentage completion of the major elements of construction compared to the Project Schedule; and
(4)the anticipated Completion Date; and
(iii)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
The Quarterly Operations Report shall also contain a report on any Encumbrances placed on the Project Property securing amounts greater than $5,000,000 in the aggregate.
(ea)"Quarterly Production Report" means a written report prepared by or on behalf of the Company in relation to a Fiscal Quarter with respect to the Project that contains, for such Fiscal Quarter:
(i)the estimated tonnes and estimated grade of Minerals mined during such Fiscal Quarter;
(ii)the estimated tonnes and estimated grade of Minerals stockpiled during such Fiscal Quarter (and the total stockpile at the end of such month);
(iii)the estimated tonnes and estimated grade of Minerals processed during such Fiscal Quarter and recoveries for gold, silver, and other types of marketable minerals;
(iv)the number of ounces of gold or silver contained in Minerals sold to an offtaker and/or outturned by an applicable refinery during such Fiscal Quarter; and

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(v)the estimated number of ounces of gold or silver contained in Minerals processed as of the end of such month that have not yet been delivered to an offtaker or refinery or outturned by an applicable refinery.
(eb)"Redemption Date" has the meaning ascribed thereto in Section 4.2;
(ec)"Redemption Trigger Date" has the meaning ascribed thereto in Section 4.1;
(ed)"Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;
(ee)"Related Party" means, with respect to any Person (the "first named Person"), any Person that does not deal at arm's length with the first named Person or is an Associate of the first named Person and, in the case of any Group Member, includes: (1) any director, officer, employee or Associate of the Company or any of its Affiliates; (2) any Person that does not deal at arm's length with the Company or any of its Affiliates; and (3) any Person that does not deal at arm's length with, or is an Associate of, a director, officer, employee or Associate of the Company or any of its Affiliates;
(ef)"Release" means releasing, depositing, placing or any similar action relevant to, defined in, judicially interpreted or identified in, any Environmental Law, in each case by any means, including without limitation, by spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, seeping, leaching, migrating, disposing, dumping, throwing, spraying, burying, abandoning or incinerating;
(eg)"Remedial Order" means any Order issued, filed or imposed by any Person pursuant to any Environmental Law, including without limitation, any Order requiring any remediation or clean-up of any Contaminants or requiring that any Release or other activity be reduced, modified or eliminated;
(eh)"Representative" means each means each director, officer, employee, agent, solicitor, accountant, professional advisor or other representative of the Trustee and any Debentureholder, as the case may be;
(ei)"Restricted Debenture" means, collectively, Restricted Physical Debentures and Restricted Uncertificated Debentures;
(ej)"Restricted Payment" means, any payment by such Person to any other Person (1) of any dividends or any other distribution on any shares of its capital or other equity interests, (2) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares, (3) of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment, pari passu with or subordinate to the Obligations, or (4) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of the applicable Group Member in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the business of a Group Member incurred by such individual in accordance with the policies in effect governing such reimbursements;
(ek)"Restricted Physical Debenture" means a definitive Debenture Certificate that bears the U.S. Legend;
(el)"Restricted Uncertificated Debenture" means an Uncertificated Debenture that is marked to bear the U.S. Legend;

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(em)"Secured Assets" means the property, assets, rights and undertakings of the Guarantor or the Limited Recourse Guarantor, as applicable, from time to time subject to, or intended to be subject to, the Security Interests created pursuant to the Security Documents and includes any part thereof as the context requires;
(en)"Security Documents" means, collectively, all security agreements, pledge agreements, deeds of trust, pledge agreements, assignments of insurance, guarantees, limited recourse guarantees and such other agreements, instruments and other documents that may at any time be reasonably required to be provided by the Guarantor or the Limited Recourse Guarantor, as applicable, to ensure that the Collateral Agent (for itself, the Trustee and the Debentureholders) has, subject only to Permitted Encumbrances, a first priority Security Interest in all of the Guarantor's present and after-acquired property and a Security Interest in all presently owned and after-acquired equity interests (whether shares, membership interests etc. and inclusive of all related rights) from time to time issued by the Guarantor to the Limited Recourse Guarantor;
(eo)"Security Interest" means a mortgage, indenture, pledge, deposit by way of security, charge, hypothec, assignment by way of security, security interest, lien (whether statutory, equitable or at common law), title retention agreement, a right of set-off (if created for the purpose of directly or indirectly securing the repayment of money owed), and any other interest in property or assets, howsoever created or arising, that secures payment or performance of an obligation;
(ep)"Sprott Convertible Credit Agreement" the convertible credit agreement dated December 10, 2021 entered into among the Company, as borrower, Sprott Hathaway Special Solutions Fund Master Fund LP, as administrative agent and the lenders and guarantors party thereto;
(eq)"Stock Exchange" means: (i) the TSX; (ii) the NYSE American; (iii) if the Common Shares are not then listed on the TSX or the NYSE American, such other Canadian or United States stock exchange as may be selected by the directors of the Company for such purpose; or (iv) if the Common Shares are not then listed on any Canadian or United States stock exchange, the over-the-counter market;
(er)"Stream Agreement" means the purchase and sale agreement (silver) dated December 13, 2021 between, inter alios, the Company, as seller, and OMF Fund III (HG) Ltd., providing for the purchase and sale of refined silver;
(es)"Subsidiary" means a subsidiary (as such term is defined in the in the Securities Act (Ontario));
(et)"Tax Act" means the Income Tax Act (Canada), as amended;
(eu)"Tax Returns" means all returns, declarations, reports, estimates, information returns, and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof;
(ev)"Taxes" means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and "Tax" shall have a corresponding meaning;
(ew)"this Indenture", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;
(ex)"Time of Expiry" has the meaning ascribed thereto in subsection 2.1(f);

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(ey)"Total Offer Price" has the meaning ascribed thereto in subsection 2.1(h)(i);
(ez)"trading day" means, with respect to the Stock Exchange, any day on which such exchange or market is open for trading or quotation;
(fa)"Transaction Guarantees" means the limited recourse guarantee of the Limited Recourse Guarantor and the full recourse guarantee of the Guarantor, each dated as of the date hereof and pursuant to which Obligations of the Company are guaranteed;
(fb)"Transaction Instruction" means a written or electronic order signed or deemed to be signed by the holder or the Depository entitled to request that one or more actions be taken, or such other form as may be reasonably acceptable to the Trustee, requesting one or more such actions to be taken in respect of an Uncertificated Debenture;
(fc)"Trustee" means TSX Trust Company, or its successor or successors for the time being as trustee hereunder;
(fd)"TSX" means the Toronto Stock Exchange;
(fe)"Uncertificated Debenture" means any Debenture which is not evidenced by a Debenture Certificate;
(ff)"Unclaimed Funds Return Date" has the meaning ascribed thereto in clause 2.1(h)(vii);
(fg)"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
(fh)"Unrestricted Debentures" means collectively Unrestricted Physical Debentures and Unrestricted Uncertificated Debentures;
(fi)"Unrestricted Physical Debenture" means a definitive Debenture Certificate that does not bear the U.S. Legend;
(fj)"Unrestricted Uncertificated Debenture" means an Uncertificated Debenture that is not marked to bear the U.S. Legend;
(fk)"U.S. Legend" has the meaning ascribed thereto in Section 2.14;
(fl)"U.S. Person" has the meaning set forth in Rule 902(k) of Regulation S;
(fm)"U.S. Purchaser" means an original purchaser of Debentures who was, at the time of purchase: (i) a person purchasing the Debentures in the United States or a U.S. Person; (ii) a person purchasing Debentures on behalf of, or for the account or benefit of, any person in the United States or a U.S. Person; (iii) a person that received an offer to purchase the Debentures while in the United States; or (iv) a person that was in the United States at the time such person's buy order was made or the subscription for the Debentures was executed or delivered;
(fn)"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
(fo)"VWAP" means the per share volume weighted average trading price of the Common Shares for the applicable consecutive day period (which must be calculated utilizing days in which the Common Shares actually trade) on the applicable Stock Exchange as reported by Bloomberg L.P.; and

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(fp)"Written Direction of the Company" means an instrument in writing signed by any one officer or director of the Company.
1.2Meaning of "Outstanding"
Every Debenture that is Authenticated and delivered or electronically deposited by the Trustee shall be deemed to be outstanding until it is cancelled, converted or redeemed or delivered to the Trustee for cancellation, conversion or redemption for monies and/or Conversion Shares, as the case may be, or the payment thereof shall have been set aside under Section 10.2, provided that:
(a)Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof;
(b)when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and
(c)for the purposes of any provision of this Indenture entitling holders of outstanding Debentures to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Debentureholders, Debentures owned directly or indirectly, legally or equitably, by the Company or any of its Subsidiaries shall be disregarded except that:
(i)for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the holders of Debentures present or represented at any meeting of Debentureholders, only the Debentures which the Trustee knows are so owned shall be so disregarded; and
(ii)Debentures so owned which have been pledged in good faith other than to the Company shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Company or a Subsidiary of the Company.
1.3Interpretation
In this Indenture:
(a)words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;
(b)all references to Articles and Schedules refer, unless otherwise specified, to articles of and schedules to this Indenture;
(c)all references to Sections refer, unless otherwise specified, to Sections, subsections or clauses of this Indenture;
(d)words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them;
(e)reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;

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(f)unless otherwise indicated, reference to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time; and
(g)unless otherwise indicated, time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated by including the day on which the period commences and excluding the day on which the period ends.
1.4Headings, etc.
The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Debentures.
1.5Time of Essence
Time shall be of the essence of this Indenture.
1.6Monetary References
Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of the United States unless otherwise expressed.
1.7Invalidity, etc.
Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.
1.8Language
Each of the parties hereto hereby acknowledges that it has consented to and requested that this Indenture and all documents relating thereto, including, without limiting the generality of the foregoing, the form of Debenture attached hereto as Schedule "A", be drawn up in the English language only.
1.9Successors and Assigns
All covenants and agreements of the Company in this Indenture and the Debentures shall bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Trustee in this Indenture shall bind its successors.
1.10Severability
In case any provision in this Indenture or in the Debentures shall be invalid, illegal or unenforceable, such provision shall be deemed to be severed herefrom or therefrom and the validity, legality and enforceability of the remaining provisions shall not in any way be affected, prejudiced or impaired thereby.
1.11Entire Agreement
This Indenture and all supplemental indentures and Schedules hereto and thereto, and the Debentures issued hereunder and thereunder, together constitute the entire agreement between the parties hereto with respect to the indebtedness created hereunder and thereunder and under the Debentures and supersedes as of the date hereof all prior memoranda, agreements, negotiations, discussions and term sheets, whether oral or written, with respect to the indebtedness created hereunder or thereunder and under the Debentures.

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1.12Benefits of Indenture
Nothing in this Indenture or in the Debentures, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any paying agent, the holders of Debentures, and the holders of Common Shares, any benefit or any legal or equitable right, remedy or claim under this Indenture.
1.13Applicable Law and Attornment
This Indenture, any supplemental indenture and the Debentures shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts and with respect to any suit, action or proceedings relating to this Indenture, any supplemental indenture or any Debenture, the Company, the Trustee and each holder irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.
1.14Currency of Payment
Unless otherwise indicated in a supplemental indenture with respect to any particular series of Debentures, all payments to be made under this Indenture or a supplemental indenture shall be made in United States dollars.
1.15Non-Business Days
Whenever any payment to be made hereunder shall be due, any period of time would begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a day other than a Business Day, such payment shall be made, such period of time shall begin or end, such calculation shall be made and such other action shall be taken, as the case may be, unless otherwise specifically provided herein, on or as of the next succeeding Business Day without any additional interest, cost or charge to the Company.
1.16Accounting Terms
Except as hereinafter provided or as otherwise indicated in this Indenture, all calculations required or permitted to be made hereunder pursuant to the terms of this Indenture shall be made in accordance with IFRS. For greater certainty, IFRS shall include any accounting standards that may from time to time be approved for general application by the Canadian Institute of Chartered Accountants.
1.17Calculations
The Company shall be responsible for making all calculations called for hereunder including, without limitation, calculations of the Conversion Price, the Current Market Price and the Current Market Price for Interest. The Company shall make such calculations in good faith and, absent manifest error, the Company's calculations shall be final and binding on holders and the Trustee. The Company will provide a schedule of its calculations to the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

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1.18Lawful Interest Rate
In the event that for any reason the interest rates and other charges or amounts payable under this Indenture or any Financing Document are found to exceed the limit allowed under applicable law, as determined by a court of competent jurisdiction, the obligation to pay any such interest, other charges or amounts shall automatically be reduced to such limit and any amounts paid in excess of such limit shall be refunded. Without limiting the generality of the foregoing, in no event will the aggregate "interest" (as defined in Section 347 of the Criminal Code (Canada)) payable under this Indenture or any Financing Document exceed the maximum effective annual rate of interest on the "credit advanced" (as defined in that Section 347) permitted under that Section and, if any payment, collection or demand pursuant to this Indenture or any Financing Document in respect of such "interest" (as defined in that Section 347) is determined to be contrary to the provisions of that Section 347, such payment, collection or demand to the extent it exceeds the amount permitted by the highest lawful rate permitted by applicable law (the "Excess") will be deemed to have been made by mistake of the Company and the amount of such Excess payment or collection will be refunded to the Company. For purposes of this Indenture or any Financing Document, the effective annual rate of interest will be determined in accordance with generally accepted actuarial practices and principles over the term of the obligation on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Trustee will be prima facie evidence, for the purposes of such determination.
1.19Schedules
(a)The following Schedules are incorporated into and form part of this Indenture:
Schedule "A"– Form of Debenture
Schedule "B"– Form of Transfer
Schedule "C"– Form of Notice of Conversion
Schedule "D"– Form of Declaration for Removal of Legend
Schedule "C" – Holders Share Interest Election Notice
(b)In the event of any inconsistency between the provisions of any Section of this Indenture and the provisions of the Schedules which form a part hereof, the provisions of this Indenture shall prevail to the extent of the inconsistency.
Article 2
THE DEBENTURES
2.1Form and Terms of Debentures
(a)The Debentures authorized for issue and which may be Authenticated and delivered under this Indenture are limited to an aggregate principal amount of up to $65,000,000, may only be issued upon and subject to the conditions and limitations set forth herein and shall be designated as "8.00% Secured Convertible Debentures due 2027".
(b)The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule "A", with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and

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may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.3, as conclusively evidenced by their execution of a Debenture. Each Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the Board of Directors, including as Uncertificated Debentures in accordance with Section 2.2, or as specified in an Officer's Certificate.
The Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.
The Debentures shall be issued in the form of definitive Debenture Certificates or as Uncertificated Debentures (unless a U.S. Legend applies), and shall bear the U.S. Legend, if applicable.
(c)The Debentures shall be dated as of the Issue Date and shall mature on the Maturity Date. Subject to the terms and conditions hereof, the outstanding principal amount of the Debentures shall be repaid by the Company to the Debentureholders on the Maturity Date, together with all accrued and unpaid interest on the outstanding principal (the "Maturity Date Payment").
(d)The Debentures shall bear interest from and including the Issue Date at the rate of 8.00% per annum (based on a year of 365 days), which shall be capitalized quarterly (on each Quarterly Date and commencing on March 31, 2023) and payable on the Maturity Date; provided that, in the event of an Event of Default, interest shall accrue at rate of 10.50%, capitalized quarterly. For the avoidance of doubt, no cash interest payments are payable until the Maturity Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.
(e)Upon and subject to the provisions and conditions of Article 11 and provided no Event of Default has occurred and is continuing, the Company may elect, subject to applicable regulatory approval and Applicable Securities Legislation, to satisfy all or part of the Interest Obligation on the Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering Common Shares to the Trustee.
(f)In accordance with and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right at such holder's option, at any time and from time to time following the Issue Date and prior to 5:00 p.m. (Eastern time) on the earlier of: (i) the Business Day immediately preceding the Maturity Date (the "Time of Expiry"); (ii) if subject to repurchase in accordance with the terms hereof, on the last Business Day immediately preceding the payment date applicable to such repurchase; and (iii) the date of repayment in full of the aggregate principal amount of Debentures and all accrued and unpaid interest thereon, subject to the satisfaction of certain conditions set forth herein, to convert all or any portion, being at a minimum $1,000 or an integral multiple thereof, of the principal amount Debentures into Conversion Shares at the Conversion Price in effect on the Date of Conversion.
The Conversion Price in effect on the date hereof for each Conversion Share to be issued upon the conversion of Debentures shall be the Original Conversion Price. No fractional Conversion Shares will be issued and such fractions will be rounded down to the nearest whole Conversion Share without the payment of any compensation to the holder.

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The Conversion Price is subject to adjustment pursuant to the provisions of Section 6.5.
Debentureholders converting their Debentures will receive, in addition to the applicable number of Conversion Shares, accrued and unpaid interest (less any taxes required to be deducted from such interest) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the Issue Date.
The Conversion Price will not be adjusted for accrued interest.
A Debenture in respect of which a holder has accepted a Change of Control Offer pursuant to the provisions of subsection 2.1(h) may be surrendered for conversion only if such acceptance is withdrawn in accordance with this Indenture.
(g)Upon and subject to the provisions and conditions of Section 2.12, the Debentureholders shall have the option to elect to convert all or any portion of the accrued and unpaid interest, including, for greater certainty, any interest earned on interest previously accrued and added to the outstanding principal amount of Debentures, into Common Shares at the Holders Share Interest Conversion Price.
(h)If after 120 days after the Issue Date and prior to the Maturity Date, the VWAP of the Common Shares as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the Conversion Price (as adjusted in accordance with Section 6.5) for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Debentures and subject to the approval of the TSX or any applicable Stock Exchange, all accrued and unpaid interest on the Debentures (including, for greater certainty, any interest earned on interest previously capitalized and added to the principal amount pursuant to Section 2.1(d); provided, however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the Common Shares on the TSX during the five trading days immediately preceding the relevant date, less the TSX permitted discount), converted into Common Shares at the Conversion Price, upon providing a written notice to the Trustee in accordance with this Indenture (the "Forced Conversion Notice"). In the event that the Company exercises its right to force conversion, the effective date of the conversion of the Debentures (the "Forced Conversion Date") shall be the date stipulated in the Forced Conversion Notice (such date to be no later than three Business Days after the date of the Forced Conversion Notice), and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be converted into Common Shares at the then-applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Company as at the Forced Conversion Date as the holders of the number of Common Shares, as applicable, into which the initial Debentures held by them are convertible. In connection with a Change of Control, and subject to the provisions and conditions of this subsection 2.1(h), the Company shall be obligated to offer to purchase all of the Debentures then outstanding. The terms and conditions of such obligation are set forth below:
(i)Not less than 30 days following the occurrence of a Change of Control, the Company shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a "Change of Control Notice"), accompanied by an Officer's Certificate of the Company setting forth details of the VWAP calculation, together with a cash offer in writing (the "Change of Control Offer") to purchase on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such

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offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price equal to 104% of the principal amount of the Debenture (the "Offer Price") plus accrued and unpaid interest on such Debentures up to, and including, the Change of Control Purchase Date (collectively, the "Total Offer Price").
The "Change of Control Purchase Date" shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Offer are delivered to holders of Debentures. Subject to Applicable Securities Legislation and Stock Exchange requirements, the Company shall have no obligation to file or prepare any registration statement, prospectus or similar document in order to permit any Debentureholder to exercise such right.
(ii)If 90% or more in aggregate principal amount of Debentures outstanding, calculated on the date the Company provides the Change of Control Notice to holders of the Debentures, have been surrendered for purchase pursuant to the Change of Control Offer on the expiration thereof, the Company has the right upon written notice provided to the Trustee within 10 Business Days following the expiration of the Change of Control Offer, to redeem all the Debentures remaining outstanding on the expiration of the Change of Control Offer at the Total Offer Price as at the Change of Control Purchase Date (the "90% Redemption Right").
(iii)Upon receipt of notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Trustee shall promptly provide written notice, such form of notice to be provided to it by the Company, to each Debentureholder that did not previously accept the Change of Control Offer that:
(A)the Company has exercised the 90% Redemption Right and is purchasing all outstanding Debentures as of the expiry of the Change of Control Offer at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price as at the Change of Control Purchase Date;
(B)each such holder must surrender their Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and
(C)the rights of such holder under the terms of the Debentures and this Indenture cease to be effective as of the date of expiry of the Change of Control Offer provided the Company has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Total Offer Price to, or to the order of, the Trustee and thereafter the Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder's aggregate Total Offer Price upon surrender and delivery of such holder's Debentures in accordance with the Indenture.

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(iv)The Company shall, on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee by wire transfer, such sums of money as may be sufficient to pay the aggregate Total Offer Price of the Debentures to be purchased or redeemed by the Company on the Change of Control Purchase Date. The Company shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, in respect of the aggregate Total Offer Price, the Trustee shall pay or cause to be paid to the holders of such Debentures, the Total Offer Price to which they are entitled (less any tax required by law to be deducted in respect of accrued and unpaid interest).
(v)In the event that one or more of such Debentures being purchased in accordance with this subsection 2.1(h) becomes subject to purchase in part only, upon surrender of such Debentures for payment of the Total Offer Price, the Company shall execute and the Trustee shall Authenticate and deliver without charge to the holder thereof or upon the holder's order, one or more new Debentures for the portion of the principal amount of the Debentures not purchased.
(vi)Debentures for which holders have accepted the Change of Control Offer and Debentures which the Company has elected to redeem in accordance with this subsection 2.1(h) shall become due and payable at the Total Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem the Debentures shall have been deposited as provided in this subsection 2.1(h) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.
(vii)In case the holder of any Debenture to be purchased or redeemed in accordance with this subsection 2.1(h) shall fail on or before the Change of Control Purchase Date to so surrender such holder's Debenture or shall not within such time accept payment of the monies payable or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited upon surrender and delivery of such holder's Debenture. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of the principal and/or the interest (if any) on Debentures issued hereunder shall remain so deposited for a period of four years from the Change of Control Purchase Date, then, subject to any applicable law regarding unclaimed property, such monies together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Company upon the Company's request and the Trustee shall not be responsible to Debentureholders for any amounts owing to them. Notwithstanding the foregoing, the Trustee will pay any remaining funds deposited hereunder on that date which is four years after the Change of Control Purchase Date (the "Unclaimed Funds Return Date") to the Company upon receipt from the Company of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds.
(viii)Subject to the provisions above related to Debentures purchased in part, all Debentures redeemed and paid under this subsection 2.1(h) shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution therefor.

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2.2Non-Certificated Deposit
(a)Subject to the provisions hereof, at the Company's option, Debentures may be issued and registered in the name of CDS or its nominee and:
(i)the deposit of which may be confirmed electronically by the Trustee to a particular Participant through CDS; and
(ii)shall be identified by a specific CUSIP/ISIN as requested by the Company from CDS to identify each specific series of Debentures.
(b)If the Company issues Debentures in a non-certificated format, Beneficial Holders of such Debentures registered and deposited with CDS shall not receive Debenture Certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any supplemental indenture. Beneficial interests in Debentures registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Debentures registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS. Neither the Company nor the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS or its nominee, on account of the beneficial interests in Debentures registered and deposited with CDS. Nothing herein shall prevent the Beneficial Holders of Debentures registered and deposited with CDS from voting such Debentures using duly executed voting instruction forms.
(c)All references herein to actions by, notices given or payments made to Debentureholders shall, where the Debentures are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or the direction of the Debentureholders evidencing a specified percentage of the aggregate Debentures outstanding, such direction or consent may be given by Beneficial Holders acting through CDS and the Participants owning Debentures evidencing the requisite percentage of the Debentures. The rights of a Beneficial Holder whose Debentures are held in CDS through Participants shall be established by law and agreements between such holders and CDS and the Participants upon instructions from the Participants. Each of the Trustee and the Company may deal with CDS for all purposes (including the making of payments for principal or interest) as the authorized representative of the respective Debentures and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.
(d)For so long as the Debentures are held through CDS, if any notice or other communication is required to be given to Debentureholders, the Trustee will give such notices and communications to CDS in accordance with Section 13.2.
(e)If CDS resigns or is removed from its responsibility as Depository and the Company is unable or does not wish to locate a qualified successor, CDS shall provide the Trustee with instructions for registration of the Debentures in the names and in the amounts specified by CDS and the Company shall issue and the Trustee shall Authenticate and deliver the aggregate principal amount of Debentures then outstanding in the form of definitive Debentures Certificates representing such Debentures.
(f)The rights of Beneficial Holders who hold securities entitlements in respect of the Debentures through non-certificated inventory system administered by CDS shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and the Beneficial Holders who hold securities entitlements in respect of the Debentures through the non-certificated inventory system administered by CDS, and such rights must be exercised through a Participant in accordance with the rules and procedures of the Depository.

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(g)Notwithstanding anything herein to the contrary, none of the Company nor the Trustee nor any agent thereof shall have any responsibility or liability for:
(i)the electronic records maintained by the Depository relating to any ownership interests or other interests in the Debentures or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Debenture represented by an electronic position in the non-certificated inventory system administered by CDS (other than the Depository or its nominee);
(ii)for maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or
(iii)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.
2.3Execution of Debentures
All Debenture Certificates shall be signed (either manually or by facsimile or other electronic signature) by any one authorized director or officer of the Company holding office at the time of signing. A facsimile or electronic signature upon a Debenture shall for all purposes of this Indenture be deemed to be the signature of the Person whose signature it purports to be. Notwithstanding the foregoing, if any Person whose signature, either manual or in facsimile or electronic form, appears on a Debenture as a director or officer no longer holds such office at the date of the Debenture or at the date of the certification and delivery thereof, such Debenture shall be valid and binding upon and enforceable against the Company and entitled to the benefits of this Indenture.
2.4Authentication
(a)No Debenture shall be issued or, if issued, shall be obligatory or shall entitle the holder to the benefits of this Indenture, until it has been Authenticated by or on behalf of the Trustee substantially in the form set out in this Indenture, in a relevant supplemental indenture, or in some other form approved by the Trustee. Such Authentication on any Debenture shall be conclusive evidence that such Debenture is duly issued, is a valid and binding obligation of the Company enforceable against the Company and the holder is entitled to the benefits hereof.
(b)The Authentication of the Trustee of the Debentures, or interim Debentures hereinafter mentioned, shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Debentures or interim Debentures or as to the issuance of the Debentures or interim Debentures and the Trustee shall in no respect be liable or answerable for the use made of the Debentures or interim Debentures or any of them or the proceeds thereof. The Authentication of the Trustee on the Debentures or interim Debentures shall, however, be a representation and warranty by the Trustee that the Debentures or interim Debentures have been duly Authenticated by or on behalf of the Trustee pursuant to the provisions of this Indenture.

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(c)The Trustee shall Authenticate Uncertificated Debentures (whether upon original issuance, exchange, registration of transfer or otherwise) by completing its Internal Procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Debentures hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Debentures with respect to which this Indenture requires the Trustee to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Debentures are binding on the Company.
(d)The Trustee will Authenticate Debentures upon the Written Direction of the Company.
2.5Issuance and Delivery of Debentures
In Authenticating the Debentures, the Trustee shall be entitled to receive and shall be fully protected in relying and acting upon, unless and until such documents have been superseded or revoked:
(a)a Written Direction of the Company requesting certification and delivery of such Debentures and setting forth delivery instructions
(b)an opinion of Counsel to the Company addressed to the Trustee, in form and substance satisfactory to the Trustee, acting reasonably, to the effect that all legal requirements imposed by this Indenture or by law in connection with the proposed issue of Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion; and
(c)an Officer's Certificate certifying that the Company is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debentures, have been complied with subject to the delivery of any documents or instruments specified in such Officer's Certificate and that no Event of Default exists or will exist upon such certification and delivery.
2.6Interim Debenture Certificates
Pending the delivery of definitive Debentures of any series to the Trustee, the Company may issue and the Trustee may Authenticate in lieu thereof interim Debentures in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to definitive Debentures of the series when the same are ready for delivery; or the Company may execute and the Trustee may Authenticate a temporary Debenture for the whole principal amount of Debentures of the series then authorized to be issued hereunder and deliver the same to the Trustee and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Debenture so delivered to it, as the Company and the Trustee may approve entitling the holders thereof to definitive Debentures of the series when the same are ready for delivery; and, when so issued and Authenticated, such interim or temporary Debentures or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Debentures duly issued hereunder and, pending the exchange thereof for definitive Debenture Certificates, the holders of the interim or temporary Debentures or interim certificates shall be deemed without duplication to be Debentureholders and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Company shall have delivered the definitive Debenture Certificates to the Trustee, the Trustee shall cancel such temporary Debentures, if any, and shall call in for exchange all interim Debenture Certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Company to the holders of such interim or temporary Debentures Certificates for the exchange thereof.

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2.7Mutilation, Loss, Theft or Destruction
In case any of the Debentures issued hereunder shall become mutilated or be lost, stolen or destroyed, the Company, in its discretion, may issue, and thereupon the Trustee shall Authenticate and deliver, a new Debenture upon surrender and cancellation of the mutilated Debenture, or in the case of a lost, stolen or destroyed Debenture, in lieu of and in substitution for the same, and the substituted Debenture shall be in a form approved by the Trustee and shall be entitled to the benefits of this Indenture and rank equally in accordance with its terms with all other Debentures issued or to be issued hereunder. In case of loss, theft or destruction the applicant for a substituted Debenture shall furnish to the Company and to the Trustee such evidence of the loss, theft or destruction of the Debenture as shall be satisfactory to each of them in their discretion and shall also furnish an indemnity and surety bond satisfactory to each of them in their discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Debenture.
2.8Concerning Interest
(a)Except as may otherwise be provided in this Indenture or in a Written Direction of the Company and subject to Section 2.1(d) with respect to the calculation of interest in respect of the initial interest payment to be paid on the Debentures, all Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures which are interest bearing, shall bear interest from and including the Issue Date to and excluding the Interest Payment Date.
(b)Unless otherwise specifically provided in the terms of the Debentures, interest shall be computed on the basis of a year of 365 days. With respect to any series of Debentures, whenever interest is computed on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.
2.9Rank of Debentures
The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures, are its direct, senior unsecured obligations of the Company ranking pari passu with all other current and future senior unsecured debt and other liabilities of the Company. The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures will be guaranteed by the Limited Recourse Guarantor with recourse limited to a pledge of all present and future shares issued by the Guarantor. The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures will be guaranteed by the Guarantor on a full recourse basis, and such guarantee shall be secured by a first ranking security interest in and to all of the Guarantor's present and future real and personal property, including the Project.
2.10Payments of Amounts Due on Maturity
Payments of amounts due upon maturity of the Debentures will be made in the following manner. The Company will establish and maintain with the Trustee a Maturity Account for each series of Debentures. Each such Maturity Account shall be maintained by and be subject to the control of the Trustee for the purposes of this Indenture. On or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to each Maturity Date for Debentures outstanding from time to time under this Indenture, the Company will deliver to the Trustee a wire transfer for deposit in the applicable Maturity Account in an amount sufficient to pay the cash amount payable in respect of such Debentures (including the Maturity Date Payment together with any accrued and unpaid interest thereon less any tax required by law to be deducted).

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The Trustee, on behalf of the Company, will pay to each holder entitled to receive payment of the principal and the interest (if any) on the Debenture, upon surrender of the Debenture at the Toronto office of the Trustee designated for such purpose from time to time by the Company and the Trustee. The delivery of such funds to the Trustee for deposit to the applicable Maturity Account will satisfy and discharge the liability of the Company for the Debentures to which the delivery of funds relates to the extent of the amount delivered (plus the amount of any tax deducted as aforesaid) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the money so delivered or made available the amount to which it is entitled.
For greater certainty, it is acknowledged and agreed that under no circumstances will the Trustee be responsible for any tax withholding which may be required in connection with the Debentures. It is further acknowledged and agreed that any tax withholding in connection with the Uncertificated Debentures will be done by Participants of CDS, in accordance with their customary practices and procedures.
2.11Payment of Interest
As interest becomes due on each Debenture (except, subject to certain exceptions set forth herein including conversion, when interest may at the option of the Company be paid upon surrender of such Debenture), the Company, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Trustee at the close of business on the applicable Interest Record Date and addressed to the holder at the holder's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the Interest Payment Date. The Trustee shall only mail in advance of any Interest Payment Date if it is already in clear receipt of the funds which it is forwarding. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Company will issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee with the same effect as though payment had been made in the manner provided above.
In respect of Uncertificated Debentures, all payments of cash interest shall be made by wire funds transfers made payable: (i) to the Depository or its nominee, unless the Company and CDS otherwise agree; or (ii) if the Company wishes to have the Trustee act as interest paying agent, to the Trustee by no later than 11:00 a.m. on the Business Day prior to the Interest Payment Date for subsequent payment to the Depositary for payment to Beneficial Holders of the applicable Uncertificated Debenture via its participants.

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None of the Company, the Trustee or any agent of the Trustee for any Debenture issued as an Uncertificated Debenture will be liable or responsible to any Person for any aspect of the records related to or payments made on account of beneficial interests in any Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
For greater certainty, it is acknowledged and agreed that under no circumstances will the Trustee be responsible for any tax withholding which may be required in connection with the Debentures. It is further acknowledged and agreed that any tax withholding in connection with the Uncertificated Debentures will be done by Participants of CDS, in accordance with their customary practices and procedures.
2.12Right to Receive Interest under the Debentures in Common Shares
(a)A Debentureholder may, at its option, elect to receive Common Shares for all (and not less than all) of the interest (the "Holders Share Interest Payment Right") by delivering to the Corporation a Holders Share Interest Election Notice (as hereinafter defined) confirming its election to receive Common Shares for the interest. In the absence of a Holders Share Interest Election Notice from a Debentureholder, all interest will be paid in cash on the basis set forth herein.
(b)The Debentureholder shall exercise the Holders Share Interest Payment Right by so specifying in a notice (the "Holders Share Interest Election Notice") in substantially the form of Schedule "B", which shall be delivered to the Company not less than 15 days prior to the Interest Payment Date.
(c)If a Debentureholder delivers a Holders Share Interest Election Notice, the Debentureholders shall be deemed to have granted an extension of the payment of the interest for a period of 10 Business Days from the Interest Payment Date whether or not the Common Shares issuable pursuant to the Holders Share Interest Payment Right are issued. The Company shall, if required by the policies of the TSX, make application to the TSX (or such other exchange on which the Common Shares may be listed from time to time) for approval (which may be conditional) of the issue of the Common Shares to be issued under the Holders Share Interest Payment Right (the "Exchange Approval").
(d)Upon written request by the Company, a Debentureholder shall provide such evidence as may be required by the Company that qualifies the Debentureholder pursuant to an exemption from the prospectus and registration requirements under Applicable Securities Legislation to purchase the Common Shares to be issued pursuant to the Holders Share Interest Payment Right.
(e)The issue of the Common Shares pursuant to the Holders Share Interest Payment Right shall be conditional upon the following conditions being met:
(i)receipt by the Company of the Exchange Approval;
(ii)the Common Shares to be issued pursuant to the Holders Share Interest Payment Right shall be exempt from the prospectus requirements of, or qualified for distribution under, Applicable Securities Legislation and payment in Common Shares shall not violate the registration requirements of Applicable Securities Legislation and the Debentureholder shall have provided at the Company's written request, such evidence as may be required by the Company that qualifies the Debentureholder pursuant to an exemption from the prospectus and registration requirements under Applicable Securities Legislation to purchase the Common Shares to be issued pursuant to the Holders Share Interest Payment Right;

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(iii)the listing of such additional Common Shares on each stock exchange on which the Common Shares are then listed;
(iv)no Event of Default shall have occurred and be continuing; and
(v)the receipt by the Trustee of an Officer's Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth (A) the number of Common Shares to be issued and delivered pursuant to the Holders Share Interest Payment Right, (B) the amount of interest payable on such Interest Payment Date, and (C) the Holders Share Interest Conversion Price used for calculating the number of Common Shares to be issued and delivered to Debentureholders pursuant to the Holders Share Interest Payment Right.
(f)In the event that the Debentureholder elects to convert the Debentures into Common Shares in accordance with Article 6, the Debentureholder may elect to receive accrued and unpaid interest on the principal amount of the Debentures payable in Common Shares rather than cash by providing the Holders Share Interest Election Notice to the Trustee at the same time as the Conversion Notice and other documents required to convert the Debentures into Conversion Shares pursuant to Article 6. All other terms of this Section 2.12 shall remain the same.
(g)The Company will at all times use commercially reasonable best efforts to satisfy the foregoing conditions. If the foregoing conditions are not satisfied prior to the close of business on the Business Day immediately prior to the 10th Business Day from the Interest Payment Date, the Company shall pay the interest in accordance with Section 2.10 in cash.
(h)The Company will not issue fractional Common Shares pursuant to the Holders Share Interest Payment Right.
(i)A Debentureholder shall be treated as the holder of record of the Common Shares issued pursuant to the Holders Share Interest Payment Right effective immediately after the close of business on the Interest Payment Date and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including dividends or distributions in kind) thereon and arising thereafter.
(j)Each certificate representing Common Shares issued in payment of accrued interest on Debentures shall bear the legend(s) as set forth in Section 2.13 and, if applicable, Section 2.14.
2.13Canadian Legend
The certificates or other instruments representing the Debentures, and the certificates representing any Conversion Shares issued upon conversion of such Debentures (including any Common Shares issued for any interest payable on the Debentures), if issued prior to the expiration of the applicable hold period, will bear the following legend in accordance with Applicable Securities Legislation:
"UNLESS PERMITTED BY SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 23, 2023."
and, in addition, certificates representing any Conversion Shares issued upon conversion of Debentures, if issued prior to the expiration of the applicable hold period, will bear the following legend in accordance with Applicable Securities Legislation:

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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TSX."
2.14U.S. Legend
(a)The Debentures and the Conversion Shares issuable upon conversion thereof (including any Common Shares issued for any interest payable on the Debentures) have not been and will not be registered under the U.S. Securities Act or any state securities laws. To the extent that Debentures are issued to U.S. Purchasers, such Debentures and all Conversion Shares issuable on conversion thereof (together, the "Legended Securities") shall bear the following legend (the "U.S. Legend") until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or state securities laws:
"THE SECURITIES REPRESENTED HEREBY [IN THE CASE OF DEBENTURES: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF i-80 GOLD CORP. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

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provided, that if such Legended Securities are being transferred in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and subject to the expiry of any hold or restricted period under Canadian securities laws, the above legend may be removed or such securities transferred to an unrestricted CUSIP by providing a declaration to the transfer agent for the applicable securities to the following effect (or as the Company may prescribe from time to time) (together with any other evidence required by the transfer agent for the applicable securities, which may, without limitation, include an opinion of counsel of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under the applicable requirements of the U.S. Securities Act):
"The undersigned (a) acknowledges that the sale of ________________________ of i-80 Gold Corp. (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) certifies that (1) the undersigned is not an "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation (other than an officer or director of the Corporation who is an affiliate solely by virtue of holding such position), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act."
(b)The parties hereto hereby acknowledge and agree that the Legended Securities (which includes securities represented by a restricted CUSIP) may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 under the U.S. Securities Act, if available, or Rule 144A under the U.S. Securities Act, if available, and in each case in accordance with applicable state securities laws; or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws.
(c)If required by the U.S. Securities Act or any applicable state securities laws, certificates representing Debentures issued pursuant to transfers of Debentures shall bear the legend set forth in Section 2.14(a) above and the Company will provide direction to the Trustee to affix such legends to the applicable Debenture Certificates.
(d)Notwithstanding Section 2.14(a), to the extent that any Qualified Institutional Buyer acquires the initial Debentures pursuant to the Offering and has duly executed and

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delivered a Qualified Institutional Buyer Letter, such initial Debentures shall be included in the Unrestricted Debentures, and any Conversion Shares issued to such Qualified Institutional Buyer upon conversion of such initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend.
Article 3
REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP
3.1Fully Registered Debentures
(a)With respect to Debentures issuable as Fully Registered Debentures, the Company shall cause to be kept by and at the principal offices of the Trustee in Toronto, Ontario and by the Trustee or such other registrar as the Company, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Company may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer.
(b)No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in subsection 3.1(a) by the registered holder or such holder's executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar.
3.2Transfer and Exchange of Restricted Debentures
(a)A Restricted Debenture may be exchanged by the holder thereof for an Unrestricted Physical Debenture or transferred to a Person who takes delivery thereof in the form of an Unrestricted Debenture if the Trustee receives a certificate from such holder in the form of Schedule "B" – Form of Transfer, including the certification in item (B) or (C)(i), and an opinion of counsel (or, if applicable, other evidence of exemption) in form reasonably satisfactory to the Company which provides for the removal of the U.S. Legend.
(b)A Restricted Debenture may be exchanged by the holder thereof for a Restricted Debenture or transferred to a Person who takes delivery thereof in the form of a Restricted Debenture if the Trustee receives a certificate from such holder in the form of Schedule "B" – Form of Transfer, and an opinion of counsel or other evidence of exemption in form reasonably satisfactory to the Company which does not provide for the removal of the U.S. Legend.
3.3Transferee Entitled to Registration
The transferee of a Debenture shall be entitled, after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that behalf required by this Indenture or by law, to be entered on the register as the owner of such Debenture free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Debenture, save in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. Upon surrender for registration of transfer of Debentures, the Company shall issue and thereupon the Trustee shall Authenticate and deliver a new Debenture Certificate or confirm the electronic deposit of Uncertificated Debentures of like tenor in the name of the designated transferee and register such transfer in accordance with Section 3.1(b).

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If less than all the Debentures evidenced by the Debenture Certificate(s) or Uncertificated Debentures so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Debenture Certificate or electronically deposited Uncertificated Debentures registered in his name evidencing the Debentures not transferred.
3.4No Notice of Trusts
Neither the Company nor the Trustee nor any registrar shall be bound to take notice of or see to the execution of any trust (other than that created by this Indenture) whether express, implied or constructive, in respect of any Debenture, and may transfer the same on the direction of the Person registered as the holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.
3.5Registers Open for Inspection
The register referred to in Section 3.1 shall at all reasonable times during regular business hours be open for inspection at the offices of the Trustee by the Company, the Collateral Agent or any Debentureholder. Every registrar, including the Trustee, shall from time to time when requested so to do by the Company, in writing, furnish the Company with a list of names and addresses of holders of registered Debentures entered on the register kept by them and showing the principal amount and serial numbers of the Debentures held by each such holder, provided the Trustee shall be entitled to charge a reasonable fee to the Company to provide such a list.
3.6Exchanges of Debentures
(a)Subject to Sections 3.1 and 3.7, Debentures in any authorized form or denomination, other than Uncertificated Debentures, may be exchanged for Debentures in any other authorized form or denomination, of the same series and date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged.
(b)In respect of exchanges of Debentures permitted by subsection 3.6(a), Debentures of any series may be exchanged only at the principal offices of the Trustee in the city of Toronto, Ontario or at such other place or places, if any, as may be specified in the Debentures of such series and at such other place or places as may from time to time be designated by the Company with the approval of the Trustee. Any Debentures tendered for exchange shall be surrendered to the Trustee. The Company shall execute and the Trustee shall Authenticate all Debentures necessary to carry out exchanges as aforesaid. All Debentures surrendered for exchange shall be cancelled.
(c)Debentures issued in exchange for Debentures which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect.
3.7Closing of Registers
(a)Neither the Company nor the Trustee nor any registrar shall be required to:
(i)issue, make transfers or exchanges or convert any Debentures between the Interest Record Date and any Interest Payment Date for such Debentures;

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(ii)make transfers or exchanges of, or convert any Debentures, on or one Business Day prior to the Change of Control Purchase Date; or
(iii)make transfers, exchanges, or conversions of any Debentures on the Maturity Date.
(b)Subject to any restriction herein provided, the Company with the approval of the Trustee may at any time close the register of Debentures, other than those kept at the principal offices of the Trustee in Toronto, Ontario, and transfer the registration of any Debentures registered thereon to another register (which may be an existing register) and thereafter such Debentures shall be deemed to be registered on such other register. Notice of such transfer shall be given to the holders of such Debentures.
3.8Charges for Registration, Transfer and Exchange
For each Debenture exchanged, registered, transferred or discharged from registration, the Trustee or other registrar, except as otherwise herein provided, may make a reasonable charge to the Company for its services and in addition may charge a reasonable sum for each new Debenture issued (such amounts to be agreed upon from time to time by the Trustee and the Company), and payment of such charges and reimbursement of the Trustee or other registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to the Debentureholders hereunder:
(a)for any exchange, registration, transfer or discharge from registration of any Debenture applied for within a period of two months from the date of the first delivery of Debentures;
(b)for any exchange of any interim or temporary Debenture or interim certificate that has been issued under Section 2.6 for a definitive Debenture; or
(c)for any exchange of an Uncertificated Debenture as contemplated in Section 3.1.
3.9Ownership of Debentures
(a)Unless otherwise required by law, the Person in whose name any registered Debenture is registered shall for all purposes of this Indenture be and be deemed to be the owner thereof and payment of or on account of the principal and/or the interest (if any) thereon shall be made to such registered holder.
(b)The registered holder for the time being of any registered Debenture shall be entitled to the principal and/or the interest (if any) evidenced by such instruments, respectively, free from all equities or rights of setoff or counterclaim between the Company and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such registered holder for any such principal and/or the interest (if any) shall be a good discharge to the Trustee, any registrar and to the Company for the same and none shall be bound to inquire into the title of any such registered holder.
(c)Where Debentures are registered in more than one name, the principal and/or the interest (if any) from time to time payable in respect thereof may, upon the delivery of such reasonable requirements as the Trustee may prescribe, be paid to the order of any one of such holders, failing written instructions from them to the contrary, and the receipt of any one of such holders therefor shall be a valid discharge, to the Trustee, any registrar and to the Company.

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(d)In the case of the death of one or more joint holders of any Debenture the principal and/or the interest (if any) payable thereon may upon the transfer of such Debenture be paid to the order of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors therefor shall be a valid discharge to the Trustee and any registrar and to the Company.
Article 4
REDEMPTION AND PURCHASE OF DEBENTURES
4.1Applicability of Article
In the event that the obligations in Section 5.2 have not been satisfied by the Company in full within 90 days following the Issue Date ("Redemption Trigger Date"), the Company shall be obligated to repurchase all outstanding Debentures in accordance with Section 4.4 (the "Automatic Redemption").
4.2Notice of Redemption
Notice of the Automatic Redemption shall be given to the holders of the Debentures with five Business Days following the Redemption Trigger Date, and such notice shall specify (i) the aggregate principal amount of Debentures subject to the Automatic Redemption, (ii) the date fixed for redemption which shall in any event not be later than the date that is 120 days following the Issue Date (the "Redemption Date"), and (iii) that the Debentures will be repurchased at a price equal to 100% of the principal amount of Debentures then outstanding plus accrued and unpaid interest thereon up to and including the Redemption Date (the "Redemption Price").
4.3Deposit of Redemption Monies
The Automatic Redemption shall be provided for by the Company depositing with the Trustee or any paying agent to the order of the Trustee, on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Redemption Date specified in such notice, such sums of money as may be sufficient to pay the Redemption Price of the Debentures so called for redemption, plus accrued and unpaid interest thereon up to and including the Redemption Date, provided the Company may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this Section 4.3. The Company shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with the Automatic Redemption. Such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid, to the holders of such Debentures so called for redemption, upon surrender of such Debentures, the principal and interest to which they are respectively entitled on the Automatic Redemption. Every such deposit shall be irrevocable.
4.4Failure to Surrender Debentures
In case the holder of any Debenture so called for redemption shall fail on or before the Redemption Date to so surrender such holder's Debenture, or shall not within such time accept payment of the redemption monies payable, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and, to that extent, the Debenture shall thereafter not be considered as outstanding hereunder and the Debentureholder shall have no other right except to receive payment out of the monies so paid and deposited, upon surrender and delivery of such holder's Debenture, plus any accrued but unpaid interest thereon to an including the Redemption Date.

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In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of four years from the Redemption Date, then such monies shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Company on its demand, and thereupon the Trustee shall not be responsible to Debentureholders for any amounts owing to them and, subject to applicable law, thereafter the holder of a Debenture in respect of which such money was so repaid to the Company shall have no rights in respect thereof except to obtain payment of the money due from the Company, subject to any limitation period provided by the laws of Ontario.
4.5Cancellation of Debentures Redeemed
All Debentures redeemed and paid under this Article 4 shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution for those redeemed.
4.6Purchase of Debentures by the Company
(a)Subject to regulatory approval, unless otherwise specifically provided with respect to a particular series of Debentures, the Company may, if it is not at the time in default hereunder and provided that no Event of Default has occurred and is continuing, at any time and from time to time, purchase Debentures in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by contract, at any price. All Debentures so purchased will be delivered to the Trustee and shall be cancelled and no Debentures shall be issued in substitution therefor.
(b)If, upon an invitation for tenders, more Debentures are tendered at the same lowest price than the Company is prepared to accept, the Debentures to be purchased by the Company shall be selected by the Trustee on a pro rata basis from the Debentures tendered by each tendering Debentureholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Debentures may be so selected, and regulations so made shall be valid and binding upon all Debentureholders, notwithstanding the fact that as a result thereof one or more of such Debentures become subject to purchase in part only. The holder of a Debenture of which a part only is purchased, upon surrender of such Debenture for payment, shall be entitled to receive, without expense to such holder, one or more new Debentures for the unpurchased part so surrendered, and the Trustee shall Authenticate and deliver such new Debenture or Debentures upon receipt of the Debenture so surrendered or, with respect to an Uncertificated Debenture, the Depository shall electronically deposit the unpurchased part so surrendered.
Article 5
SECURITY
5.1Security Documents
To secure the due payment and performance of all obligations, indebtedness and liabilities of the Company hereunder and under the Debentures, the Company shall cause the Guarantor and the Limited Recourse Guarantor, as applicable, to execute and deliver to the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Debentureholders, the Security Documents and the Transaction Guarantees.
The Company will, or will cause to, from time to time, promptly pay all reasonable financing statement recording, registration or filing fees (including any renewal fees), charges and taxes relating to the Financing Documents, any supplements, consents, waivers, amendments or discharges with respect thereto and any other instruments of further assurance required pursuant to the Financing Documents.

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The Trustee will not be responsible for any failure to so register, file or record, nor shall it be required to inquire as to the obligation for such documents to be so registered, filed or recorded. The Trustee will not be responsible for any obligation on the part of the Company to perfect, maintain, preserve and protect the Security Interests created by the Security Documents. The Debentureholders will take all steps necessary to authorize and direct the Collateral Agent on their behalf to take such action as may be necessary or appropriate to execute the Security Documents and Transaction Guarantees and to appoint the Collateral Agent as their attorney-in-fact for any and all such purposes.
5.2Project Deed of Trust
The Company shall cause the Guarantor to, on or before May 23, 2023, (i) execute and deliver the Project Deed of Trust, (ii) cause the Deed of Trust to be registered in all real and personal property registries deemed necessary or advisable by counsel to the Agents (acting reasonably) and (iii) cause its legal counsel to deliver to the Collateral Agent a legal opinion addressing, inter alia, the due authorization, execution and delivery of the Project Deed of Trust, the enforceability thereof and the due registration thereof, such legal opinion to be in form and substance satisfactory to the Agents and their counsel, acting reasonably.
5.3Registration of Security
The Company shall, at the Company's expense, ensure that the Security Documents and all documents, caveats, security notices, financing statements and financing change statements in respect thereof, are promptly filed and re-filed and registered as often as may be required by applicable law or as may be necessary or desirable to perfect and preserve the Security Interests created by the Security Documents and to ensure that such Security Interests are first ranking, subject only to Permitted Encumbrances, and will promptly provide the Collateral Agent and the Trustee with evidence (satisfactory to the Collateral Agent and the Trustee) of such filing, registration and deposit after the making thereof. The Company shall, if and when requested to do so by the Trustee or the Collateral Agent, furnish to the Trustee and the Collateral Agent an opinion of Counsel to establish compliance with the provisions of this Section 5.2.
5.4Permitted Activities
Until an Event of Default has occurred, each of the Guarantor and the Limited Recourse Guarantor, without the consent of the Trustee, shall be entitled:
(a)to exercise all voting and/or consensual powers pertaining to the Secured Assets for all purposes not inconsistent with the terms of this Indenture, except that the Guarantor or Limited Recourse Guarantor, as applicable. shall not have any right to exercise any such power if the voting action or omission to act in favour of which the Company intends to exercise such power would impair the Security Interests or violate the provisions of this Indenture;
(b)to exercise and receive the benefit of all other rights associated with the Security Interests, including the right receive and retain any and all cash dividends, distributions, payments and entitlements on the Secured Assets;
(c)to transfer or sell any item of Secured Assets only as expressly permitted pursuant to the terms of this Indenture or a Security Document entered into hereunder;

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(d)in the ordinary course of business, to sell or lease (provided it registers and perfects any primary lease or conditional sale agreement in accordance with applicable law) any Secured Assets; and
(e)to sell, assign, transfer, abandon, surrender or otherwise dispose of free of the Security Interest constituted by the Security Documents any fixtures, equipment, machinery, tools, implements, apparatus, facilities or appliances, which have become worn out, unserviceable, obsolete, unsuitable or unnecessary in the conduct of its business or in the operation of any of the Secured Assets provided that there shall have been or shall be substituted for the same other fixtures, equipment, machinery, tools, implements, apparatus, facilities or appliances not necessarily of the same character but at least of equal utility at the date of such substitution or replacement (which forthwith shall become subject to the Security Interest of the Security Documents) of and to the extent that such replacement or substitution is necessary or desirable for the proper and efficient conduct of the business of the Company (as applicable) or in the operation of the Secured Assets,
and the Collateral Agent will, at the expense of the Company, execute and deliver from time to time releases and discharges necessary or required as advised by Counsel with respect to the foregoing subsections. Except as specifically permitted above, the Company, the Guarantor and the Limited Recourse Guarantor, respectively, will not dispose of any of their respective property and assets comprising or forming part of the Secured Assets to any Person. Notwithstanding any of the foregoing, nothing herein shall be deemed to permit the sale, transfer, disposition or sale-leaseback of all or any portion of the Project.
5.5Further Assurances
The Company hereby covenants and agrees that it will at all times do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, transfers, assignments and assurances as the Trustee or the Collateral Agent may reasonably require for the better accomplishing and effectuating the purpose of this Indenture, including the execution and delivery of indentures supplemental hereto more particularly describing the Secured Assets or to correct or amplify the description of the Secured Assets or to better assure, convey and confirm unto the Collateral Agent any of the Secured Assets. Upon the execution of any supplemental indenture under this Section, this Indenture shall be modified in accordance therewith, and each such supplemental indenture shall form part of this Indenture for all purposes.
5.6Form of Security
Without limiting the foregoing, the Security Documents will be in such form or forms as will be required by the Collateral Agent, acting reasonably and as advised by counsel, and will be registered in such offices in the State of Delaware and the State of Nevada and any other jurisdiction as the Collateral Agent, as advised by counsel, may from time to time reasonably require to protect the Security Interests intended to be created thereby. Should the Collateral Agent, as advised by counsel, determine at any time and from time to time that the form and nature of any of the then existing Security Document is deficient in any way or does not fully provide the Collateral Agent (for itself and the Debentureholders) with the Security and priority to which it is entitled hereunder and provides written notice of such determination to the Company, the Company will within a reasonable period of time (not to exceed 60 days from receipt of such notice and amendments or new Security Documents, as applicable) execute and deliver or cause to be executed and delivered to the Collateral Agent, at the Company's expense, such amendments to the Security Documents or provide such new Security Documents as the Collateral Agent may reasonably request.

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5.7Delivery of an Opinion to the Trustee and Collateral Agent
The Company will furnish to the Trustee, the Collateral Agent, the Agents and their counsel at the time of execution and delivery of this Indenture, an opinion of Counsel in form and substance customary for financings of this nature as determined by the Trustee, acting reasonably, relying on Counsel, including, without limitation, opinions substantially to the effect that subject to customary qualifications:
(a)each Security Document and Transaction Guarantee constitutes a valid and binding obligation of the Group Member party thereto, enforceable against such party in accordance with its terms;
(b)each Security Document creates a valid security interest in favour of the Collateral Agent, for the benefit of the Collateral Agent, the Trustee and the Debentureholders, in the personal property described therein in which the applicable Group Member, as the case may be, that is a party thereto now has rights, and is sufficient to create a valid security interest in favour of the Collateral Agent, for the benefit of the Collateral Agent and the Debentureholders, in any personal property described therein in which such Group Member is a party thereto hereafter acquires rights when those rights are acquired by such party, in each case to secure payment and performance of the obligations described therein as being secured thereby;
(c)registration has been made in all public offices provided for under the laws of Nevada or Delaware where such registration is necessary or desirable to preserve, protect or perfect the security interests created by each Security Document in favour of the Collateral Agent, for the benefit of the Collateral Agent, the Trustee and the Debentureholders. Except as otherwise expressly stated herein, no rerecordings, renewals, reregistrations or refilings are necessary to maintain the effect of such registrations; and
(d)no authorization, consent, permit or approval of, or other action by, or filing with or notice to, any governmental or regulatory authority or agency is required in connection with the execution, delivery and performance by a Group Member of any Security Document or Transaction Guarantee to which it is a party, other than such filings necessary to perfect the Security Interests.
5.8Discharge
Subject to the provisions of Article 9, upon the full and final payment and performance of the obligations under the Debentures and this Indenture and the rights hereby granted shall, at the request of the Company, be terminated and thereupon the Collateral Agent shall at the request and at the expense of the Company cancel and discharge the Security Interests and execute and deliver to the Company, the Guarantor or the Limited Recourse Guarantor, such deeds and other instruments as shall be requisite to cancel and discharge the Security Interests. Further, this Indenture shall continue to be effective or be reinstated, as the case may be, if for any reason at any time any payment or performance of the obligations under the Debentures and this Indenture, or any part thereof, is rescinded, reversed, nullified, rendered void or voidable or such payment must otherwise be restored, refunded, returned or reimbursed by the Collateral Agent or a Debentureholder.
Article 6
CONVERSION OF DEBENTURES
6.1Applicability of Article
(a)Any Debentures issued hereunder will be convertible into Conversion Shares at the Conversion Price in accordance with such other provisions as shall have been determined at the time of issue of such Debentures and shall have been expressed in this Indenture (including subsection 2.1(f) and Section 3.7 hereof), in such Debentures, in an Officer's Certificate, or in a supplemental indenture authorizing or providing for the issue thereof.

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(b)Such right of conversion shall extend only to the maximum number of whole Conversion Shares into which the aggregate principal amount of the Debenture or Debentures surrendered for conversion at any one time by the holder thereof may be converted. Fractional interests in Conversion Shares shall be adjusted for in the manner provided in Subsection 6.1(c).
(c)The Company shall not be required to issue fractional Conversion Shares upon the conversion of Debentures into Conversion Shares pursuant to this Article 6. Fractional Conversion Shares will be rounded down to the nearest whole Conversion Share without the payment of any compensation to the holder. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of whole Conversion Shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of such Debentures to be converted.
(d)The Company covenants with the Trustee that it will at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue upon conversion of Debentures as in this Article provided, and conditionally allot to Debentureholders who may exercise their conversion rights hereunder, such number of Conversion Shares as shall then be issuable upon the conversion of all outstanding Debentures. The Company covenants with the Trustee that all Conversion Shares which shall be so issuable shall be duly and validly issued as fully-paid and non-assessable.
6.2Notice of Expiry of Conversion Privilege
Notice of the expiry of the conversion privileges of the Debentures shall be given by or on behalf of the Company, not more than 60 days and not less than 30 days prior to the Maturity Date, in the manner provided in Section 13.2.
6.3Revival of Right to Convert
If the payment of the purchase price of any Debenture which has been tendered in acceptance of an offer to purchase by the Company pursuant to Section 2.1(h) is not made on the date on which such purchase is required to be made, as the case may be, then, provided the Time of Expiry has not passed, the right to convert such Debentures shall revive and continue as if such Debenture had not been called for redemption or tendered in acceptance of the Company's offer, respectively.
6.4Manner of Exercise of Right to Convert
(a)The holder of a Debenture desiring to convert such Debenture in whole or in part into Conversion Shares shall surrender such Debenture to the Trustee at its principal office in the City of Toronto, Ontario together with the conversion notice in the form of Schedule "C" or any other written notice in a form satisfactory to the Trustee, duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising his right to convert such Debenture in accordance with the provisions of this Article; provided that with respect to an Uncertificated Debenture, registration and surrender of interests in the Debentures will be made only through the Depository's non-certificated system. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Company as at the Date of Conversion (or such later date as is specified in subsection 6.4(g)) as the holder of the number of Conversion Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Company shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Conversion Shares or deposit such Conversion Shares through the Depository's non-certificated system and make or cause to be made any payment of interest to which such holder is entitled in accordance with subsection 6.4(j).

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(b)A Beneficial Holder may exercise the right evidenced by a Debenture to receive Conversion Shares by causing a Participant to deliver to the Depository on behalf of the Beneficial Holder, a notice of such Beneficial Holder's intention to convert the Debentures in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Trustee a Transaction Instruction confirming its intention to convert Debentures in a manner acceptable to the Trustee, including by electronic means through the non- certificated inventory system.
(c)A notice in form acceptable to the Participant from such Beneficial Holder should be provided to the Participant sufficiently in advance so as to permit the Participant to deliver notice to the Depository and for the Depository in turn to deliver notice to the Trustee prior to the Time of Expiry. The Depository will initiate the exercise by way of the Transaction Instruction and the Trustee will execute the exercise by issuing to the Depository through the non-certificated inventory system the Conversion Shares to which the exercising Debentureholder is entitled pursuant to the conversion.
(d)By causing a Participant to deliver notice to the Depository, a Debentureholder shall be deemed to have irrevocably surrendered his or her Debentures so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the conversion and the receipt of the Conversion Shares in connection with the obligations arising from such conversion.
(e)Any notice which the Depository determines to be incomplete, not in proper form, or not duly-executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Debentureholder's instructions will not give rise to any obligations or liability on the part of the Company or Trustee to the Participant or the Debentureholder.
(f)Any Transaction Instruction referred to in this Section 6.4 shall be signed by the registered Debentureholder, or its executors or administrators or other legal representatives or an attorney of the registered Debentureholder, duly appointed by an instrument in writing satisfactory to the Trustee but such exercise form need not be executed by the Depository.
(g)For the purposes of this Article, subject to Section 3.7, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the "Date of Conversion") on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by mail or other means of transmission, on the date on which it is received by the Trustee at one of its offices specified in subsection 6.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Conversion Shares shall become the holder or holders of record of such Conversion Shares as at the date on which such register is next reopened.
(h)Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 or an integral multiple thereof may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.

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(i)The holder of any Debenture of which only a part is converted shall, upon the exercise of his right of conversion surrender such Debenture to the Trustee in accordance with subsection 6.4(a), and the Trustee shall cancel the same and shall without charge to the Debentureholder forthwith Authenticate and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered or, with respect to an Uncertificated Debenture, registration and surrender of interests in the Debentures will be made only through the Depository's non-certificated system.
(j)The holder of a Debenture surrendered for conversion in accordance with this Section 6.4 shall be entitled to receive accrued and unpaid interest in respect thereof, in cash, up to but excluding the Date of Conversion, and the Conversion Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Conversion Shares pursuant to subsection 6.4(g), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(k)Any portion of the Debentures that cannot be converted as a result of regulatory restrictions or as a result of the Company being unable to obtain any necessary shareholder approvals and that has not been prepaid shall be due and payable in cash on the Maturity Date.
6.5Adjustment of Conversion Price
Subject to the requirements of the Stock Exchange, the Conversion Price in effect at any date shall be subject to adjustment from time to time as set forth below.
(a)If and whenever at any time during the Adjustment Period, the Company shall:
(i)fix a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or otherwise;
(ii)fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable or exercisable for or convertible into Common Shares;
(iii)subdivide, re-divide or change its then outstanding Common Shares into a greater number of Common Shares; or
(iv)reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares,
(any of such events in Sections 6.5(a)(i), 6.5(a)(ii), 6.5(a)(iii) and 6.5(a)(iv) above being herein called a "Common Share Reorganization"), then the Conversion Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Conversion Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

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(i)the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and
(ii)the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable or exercisable for or convertible into Common Shares, the number of Common Shares that would have been outstanding had such securities been exchanged or exercised for or converted into Common Shares on such date).
To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 6.5(a) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable or exercisable for or convertible into Common Shares, the Conversion Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Conversion Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(b)If at any time during the Adjustment Period, the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable or exercisable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable or exercisable for or convertible into Common Shares, at an exchange, exercise or conversion price per share) at the date of issue of such securities of less than 95% of the Current Market Price of the Common Shares on such record date (any of such events being called a "Rights Offering"), the Conversion Price shall be adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the Conversion Price in effect on such record date by a fraction:
(i)the numerator of which shall be the aggregate of
(1)the number of Common Shares outstanding on the record date for the Rights Offering, and
(2)the quotient determined by dividing
(A)either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange, exercise or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged, exercised or converted, as the case may be, by
(B)the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

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(ii)the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged, exercised or converted).
If by the terms of the rights, options, or warrants referred to in this Section 6.5(b), there is more than one purchase, exchange, exercise or conversion price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate exchange, exercise or conversion price of the exchangeable, exercisable or convertible securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, exchange, exercise or conversion price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 6.5(b) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Section 6.5(b), the Conversion Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Conversion Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. To the extent that such Rights Offering is not ultimately so made, the Conversion Price shall then be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed.
(c)If at any time during the Adjustment Period the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of:
(i)shares of the Company of any class other than Common Shares;
(ii)rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable or exercisable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable or exercisable for or convertible into Common Shares at an exchange, exercise or conversion price per share) on the record date for the issue of such securities to the holder of at least 95% of the Current Market Price of the Common Shares on such record date);
(iii)evidences of indebtedness of the Company; or
(iv)any property or other assets of the Company;
and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Conversion Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Conversion Price by a fraction:

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(1)the numerator of which shall be the difference between
(A)the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and
(B)the fair value, as determined by the directors of the Company and subject to approval by the applicable Stock Exchanges, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and
(2)the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date.
Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 6.5(c) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares referred to in this Section 6.5(c), the Conversion Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which would then be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(d)If at any time during the Adjustment Period there shall occur:
(i)a reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization;
(ii)a consolidation, amalgamation, arrangement or merger of the Company with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; or
(iii)the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity;
(any of such events being called a "Capital Reorganization"), after the effective date of the Capital Reorganization the Debentureholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon the conversion of the Debentures, in lieu of the number of Conversion Shares to which the Debentureholder was theretofore entitled upon the conversion of the Debentures, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Debentureholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Debentureholder had been the registered holder of the number of Conversion Shares which the Debentureholders was theretofore entitled to purchase or receive upon the conversion of the Debentures.

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If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Indenture with respect to the rights and interests thereafter of the Debentureholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of the Debentures.
(e)If at any time during the Adjustment Period the Company shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares (other than dividends paid in the ordinary course, once initiated under a dividend policy approved by the board of directors), the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction:
(i)the numerator of which shall be the difference between
(1)the Current Market Price on such record date, and
(2)the amount in cash per Common Share distributed to holders of Common Shares, and
(ii)the denominator of which shall be the Current Market Price on such record date.
Such adjustment shall be subject to the approval of the TSX and shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed.
6.6Rules Regarding Calculation of Adjustment
For the purposes of Article 6:
(a)Subject to this Section 6.6, any adjustment made pursuant to Section 6.5 hereof shall be made successively whenever an event referred to therein shall occur.
(b)If more than one subsection of Section 6.5 is applicable to a single event, the subsection shall be applied that produces the adjustment most favourable to Debentureholders and no single event shall cause an adjustment under more than one subsection of Section 6.5 so as to result in duplication;
(c)No adjustment in the Conversion Price shall be required unless such adjustment would result in a change of at least one per cent in the Conversion Price and no adjustment shall be made in the number of Conversion Shares obtainable upon the conversion of the Debentures unless it would result in a change of at least one one- hundredth of a Conversion Share; provided, however, that any adjustments which except for the provision of this Section 6.6(c) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Section 6.6 hereof, no adjustment pursuant to Section 6.5 shall be made which would result in an increase in the Conversion Price or a decrease in the number of Conversion Shares issuable upon the conversion of the Debentures (except in respect of the Common Share Reorganization described in Section 6.5(a) hereof or a Capital Reorganization described in Section 6.5(d)(ii) hereof).
(d)Subject to the Company receiving approval from the TSX or other applicable Stock Exchange, no adjustment in the Conversion Price or in the number or kind of securities obtainable upon the conversion of the Debentures shall be made in respect of any event described in Section 6.5 hereof if the Debentureholder is entitled to participate in such event on the same terms mutatis mutandis as if the Debentureholder had converted the Debentures prior to or on the record date or effective date, as the case may be, of such event.

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(e)No adjustment in the Conversion Price or in the number of Conversion Shares obtainable upon the conversion of the Debentures shall be made pursuant to Section 6.5 hereof in respect of (i) the issue from time to time of Conversion Shares pursuant to this Indenture or (ii) the issue from time to time of Common Shares pursuant to any stock option, stock purchase or stock bonus plan in effect from time to time for directors, officers or employees of the Company and/or any Subsidiary of the Company, and any such event shall not be deemed to be a Common Share Reorganization, a Rights Offering nor any other event described in Section 6.5 hereof.
(f)Subject to the Company receiving approval from the TSX or other applicable Stock Exchange, if at any time during the Adjustment Period the Company shall take any action affecting the Common Shares, other than an action or event described in Section 6.5 hereof, which in the opinion of the directors of the Company would have a material adverse effect upon the rights of Debentureholders, either the Conversion Price or the number of Conversion Shares obtainable upon conversion of the Debentures shall be adjusted in such manner and at such time by action by the directors of the Company, in their sole discretion, as may be equitable in the circumstances. Failure of the taking of action by the directors of the Company so as to provide for an adjustment prior to the effective date of any action by the Company affecting the Common Shares shall be deemed to be conclusive evidence that the directors of the Company have determined that it is equitable to make no adjustment in the circumstances.
(g)If the Company shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Conversion Price shall be required by reason of the setting of such record date.
(h)In any case in which this Indenture shall require that an adjustment shall become effective immediately after a record date for an event referred to in Section 6.5 hereof, the Company may defer, until the occurrence of such event:
(i)issuing to the Debentureholder, to the extent that the Debentures are converted after such record date and before the occurrence of such event, the additional Conversion Shares or other securities issuable upon such conversion by reason of the adjustment required by such event; and
(ii)delivering to the Debentureholder any distribution declared with respect to such additional Conversion Shares or other securities after such record date and before such event;
provided, however, that the Company shall deliver to the Debentureholder an appropriate instrument evidencing the right of the Debentureholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Conversion Price.
(i)In the absence of a resolution of the directors of the Company fixing a record date for a Rights Offering, the Company shall be deemed to have fixed as the record date therefor the date of the issue of the rights, options or warrants issued pursuant to the Rights Offering.

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(j)If a dispute shall at any time arise with respect to adjustments of the Conversion Price or the number of Conversion Shares obtainable upon the conversion of the Debentures, such disputes shall be conclusively determined by the Auditors of the Company or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Company and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to Section 6.5 hereof and shall be binding upon the Company, Trustee and the Debentureholders.
(k)As a condition precedent to the taking of any action which would require an adjustment pursuant to Section 6.5 hereof, including the Conversion Price and the number of Conversion Shares or other securities which are to be received upon the conversion of Debentures, the Company shall take any action which may, in the opinion of Counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Conversion Shares or other securities which the Debentureholder is entitled to receive in accordance with the provisions of this Indenture.
(l)If the Company shall take any action affecting the Common Shares and the holders thereof, and, in the opinion of the directors of the Company acting reasonably, the adjustment provisions of Section 6.5 are not strictly applicable or, if strictly applicable, would not fairly protect the rights of the holder or the Company in accordance with the intent and purpose of Section 6.5, the provisions of Section 6.5 shall be adjusted in such manner, if any, and at such time, by action by the directors of the Company which the directors of the Company, in their discretion, may reasonably determine to be equitable in the circumstances but subject in all cases to any necessary regulatory approval, including approval of the TSX (or such other stock exchange or quotation system on which the Common Shares are then listed and posted (or quoted) for trading, as applicable). Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances.
6.7Notice of Adjustment
(a)At least 14 days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment pursuant to Section 6.5, the Company shall:
(i)file with the Trustee an Officer's Certificate specifying the particulars of such event (including the record date or the effective date for such event) and, if determinable, the required adjustment and the computation of such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Auditors of the Company verifying such calculation; and
(ii)give notice to the Debentureholders of the particulars of such event (including the record date or the effective date for such event) and, if determinable, the required adjustment.
(b)In case any adjustment for which a notice in Section 6.7(a) has been given is not then determinable, the Company shall promptly after such adjustment is determinable:
(i)file with the Trustee a computation of such adjustment; and
(ii)give notice to the Debentureholders of the adjustment.
(c)The Trustee may and shall be protected in so doing, absent manifest error, act and rely upon certificates of the Company, the Company's Auditors and other documents filed by the Company pursuant to this Section 6.7 for all purposes of the adjustment.

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6.8No Action after Notice
The Company covenants with the Trustee that it will not close its books nor take any other corporate action which might deprive a Debentureholder of the opportunity of exercising the rights of acquisition pursuant thereto during the period of 14 days after the giving of the notice set forth in paragraph (ii) of Sections 6.7(a) and 6.7(b).
6.9Protection of Trustee
The Trustee shall not:
(a)at any time be under any duty or responsibility to any registered holder of Debentures to determine whether any facts exist that may require any adjustment contemplated by this Article 6, nor to verify the nature and extent of any such adjustment when made or the method employed in making the same;
(b)be accountable with respect to the validity or value or the kind or amount of any Conversion Shares or of any other securities or property that may at any time be issued or delivered upon the conversion of the Debentures;
(c)be responsible for any failure of the Company to make any cash payment, to issue, transfer or deliver Conversion Shares or certificates upon the surrender of any Debentures for the purpose of the conversion of such rights or to comply with any of the covenants contained in Article 7; or
(d)incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Company of any of the representations, warranties or covenants of the Company or any acts or deeds of the agents or servants of the Company.
6.10Restricted CUSIP or U.S. Legend on Certain Conversion Shares
The Debentures issuable pursuant to this Indenture and the Conversion Shares issuable on the conversion thereof have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States. Each Conversion Share issued upon conversion of Debentures represented by Restricted Debentures, if any, shall be represented by a certificate with a restricted CUSIP or a U.S. Legend for Conversion Shares substantially in the form in Section 2.14 hereof, and each certificate representing Conversion Shares issued upon conversion of such Debentures bearing the U.S. Legend shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form in Section 2.14 hereof; provided that the U.S. Legend may be removed or the Conversion Shares may be transferred from the restricted CUSIP as provided in Section 3.2(a).
Article 7
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
7.1Representations and Warranties Repeated
With respect to itself and each other Group Member, as applicable, each of the representations and warranties to the Debentureholders made by the Company in the Subscription Agreements are repeated herein for the purposes of this Indenture and for the benefit of the Trustee, the Collateral Agent and the Debentureholders, mutatis mutandis.

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7.2Environmental Matters
The Company, for itself and each other Group Member, further represents and warrants to the Trustee and the Debentureholders as follows:
(a)Each Group Member and the Project Real Property are now and always have been in compliance in all material respects with all Environmental Laws. The Group Members, as applicable, hold and have always held all Environmental Permits necessary or desirable to operate the Business. The representations and warranties in this Section 7.2 are not limited by any of the representations and warranties set out in the subsequent Sections.
(b)The Environmental Permits held by the Group Members relating to the Project Real Property and its Business are in full force and effect and have been complied with in all material respects. There is no action or proceeding in progress or, to the knowledge of the Company, pending or threatened, and no Environmental notice has been received by the Company or any other Group Member, in any case which may result in the cancellation, revocation, suspension or modification of any such Environmental Permit in connection with the Project Real Property. No Environmental Permit will become void or voidable, in whole or in part, as a result of (a) the grant of security as provided herein or (b) the Collateral Agent directly or indirectly taking possession of the Project Real Property or any part thereof or otherwise enforcing the security as provided for herein, nor is any consent of any Person required to maintain any such Environmental Permit in full force and effect if the Collateral Agent directly or indirectly takes possession of the Project Real Property or any part thereof or otherwise enforces the security as provided for herein.
(c)None of the Company, any other Group Member, the Project Real Property or any part thereof is the subject of any Remedial Order in connection with the Project Real Property, nor to the knowledge of the Company has any investigation, evaluation or other proceeding been commenced or threatened to determine whether any Remedial Order in connection with the Project Real Property is necessary.
(d)To the knowledge of the Company, there is no pending or proposed change to or introduction of any Environmental Law which would render unlawful, restrict or otherwise adversely affect any Group Member, the Business, the Project Real Property or any part thereof or the ability of the Collateral Agent directly or indirectly to take possession of the Project Real Property or any part thereof or otherwise enforce the security as provided for herein.
(e)No Group Member has been charged with or convicted of any offence for non- compliance with or breach of any Environmental Law, nor has any Group Member been fined or otherwise sentenced for non-compliance with or breach of any Environmental Law, nor has any Group Member settled any prosecution of the same short of conviction, fine or other sentence.
(f)No Group Member has received any Environmental Notice, nor is any Group Member under investigation by any Person related to any breach or alleged breach of or non-compliance or alleged non-compliance with any Environmental Law.
(g)The Company and each other Group Member has provided all reports and information to the appropriate Governmental Authority as required by such Governmental Authority pursuant to all Environmental Laws and the Environmental Permits held by the Company or any other Group Member.
(h)No Group Member has caused or permitted any Release of any Contaminants on, from, under or relating to the Project Real Property or any part thereof contrary to any Environmental Law or Environmental Permit and the Company has no knowledge of any such Release at any time by any other Person, including without limitation, previous owners.

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(i)All storage, generation, use, handling, manufacture, processing, packaging, labelling, recycling, destruction, transportation, import, export, treatments, sale, advertising or display of any Contaminant by or, to the knowledge of the Company on behalf of the Company and any Group Member, has been done in compliance with all Environmental Laws and Environmental Permits.
(j)To the knowledge of the Company, all persons hired by, or under contract with, a Group Member to store, generate, use, handle, manufacture, process, package, label, recycle, destroy, transport, import, export, treat, sell, advertise or display any Contaminant have had and now have all required training and Environmental Permits which are necessary for them to do such acts in accordance with all Environmental Laws and all Environmental Permits.
(k)To the knowledge of the Company (a) there has not been any Release at any time of any Contaminant from any property, including without limitation, any property adjacent to the Project Real Property or any part thereof, that is or was contrary to any Environmental Law or could have an adverse effect on the Company or any Group Member, the Business, the Project Real Property or any part thereof and (b) no property adjacent to any part of the Project Real Property has been used at any time for the Release, of any Hazardous Substance or as a dump site, either permanently or temporarily.
(l)The Company has maintained all documents and records concerning the Environment in the manner and for the time periods required by Environmental Laws. Copies of all Environmental Reviews prepared during the period five years prior to the date hereof in the possession of the Company or to which the Company has access have been or will, upon request by the Trustee, be provided to the Trustee.
(m)No Group Member has received any Environmental Notice that a Group Member is, or is potentially, responsible for any clean-up, remediation or corrective action under any Environmental Law and no Group Member has knowledge of any fact which could give rise to any such Environmental Notice.
(n)No Group Member has received any request from any Governmental Authority or other Person for information with respect to the Release at any time of any Contaminant on, from, under or relating to the Project Real Property or any part thereof or the existence of a Contaminant or waste disposal site on or under the Project Real Property or any part thereof.
(o)Each Group Member has no knowledge that the Project Real Property or any part thereof has been used at any time by anyone, including any Group Member, for the Release of Hazardous Substances or as a dump site, either temporarily or permanently.
(p)To the knowledge of the Company, no polychlorinated biphenyls, asbestos, asbestos-containing materials or urea formaldehyde or radioactive substances is or has ever been on, at or under the Project Real Property or any part thereof.
(q)No storage tanks of any type, aboveground or underground, are or have at any time been on, at under the Project Real Property or any part thereof, except as are necessary for the conduct of the Business.
(r)The Group Members maintain appropriate insurance coverage providing for claim amounts sufficient to protect it against environmental risks reasonably foreseeable in the conduct of its Business. The insurance policies providing for such coverage name the Trustee as an additional named insured and loss payee.

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(s)The Board of Directors has enacted HSEC Policy which is appropriate for the business of the Company, and the Company has established and implemented plans appropriate for dealing in an expeditious and effective manner with any reasonably foreseeable Release of any Contaminant or other event which may result in a breach of, or non-compliance with, any Environmental Law. Such policy and plans conform in all material respects to the requirements of any Environmental Law applicable thereto.
(t)No Subscription Agreement contains any untrue statement of a material fact, or omits any statement of a material fact, to the extent such statements relate to the Company, necessary in order to make the statements therein not misleading in light of the circumstances in which they were made.
Article 8
COVENANTS OF THE COMPANY
8.1Affirmative Covenants
Except as otherwise consented to in writing by the Trustee, acting on the direction of the requisite percentage of Debentureholders, the Company shall, and shall cause each other Group Member to:
(a)duly and punctually pay all amounts outstanding, which includes the principal of and any interest accrued in respect of the Debentures at the times and places and in the manner required by the terms of this Indenture;
(b)duly and punctually pay all fees and expenses due and owing to the Trustee and the Collateral Agent under this Indenture and under the Collateral Agency Agreement;
(c)to take or cause to be taken all actions required to perfect, maintain, preserve and protect the Security Interest hereunder and the rights of the Trustee and Debentureholders;
(d)maintain its corporate existence; keep proper books of account and records; maintain its corporate status in all jurisdictions where it carries on business; and operate its business and the Project in accordance with Good Industry Practice and in compliance, in all material respects, with Applicable Law, Project Authorizations, Other Rights, Material Contracts, the HSEC Policy, the Anti- Corruption Policy and the ICMM Guidelines;
(e)except as otherwise permitted by this Indenture, maintain the Project Real Property in good standing, performing or causing to be performed all required assessment work thereon, timely paying or causing to be paid, no later than 30 days prior to September 1 of each year, all assessments, concession, permit and license maintenances fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Project Real Property in compliance, in all material respects, with Applicable Law;
(f)use a minimum of US$20,000,000 of the gross proceeds raised in connection with the Debentures for the exploration, development and other costs related to the Project Property, acting reasonably, within two years from the date hereof;
(g)at all times during its business hours and with reasonable frequency upon reasonable prior written notice from the Collateral Agent and at all times and with reasonable frequency and without notice if an Event of Default shall have occurred and be continuing, permit representatives of the Collateral Agent, at the cost and expense of the Company, to enter into or onto its property, to inspect any of the Project Property and to examine its financial books, accounts and records and to discuss its financial condition with its senior officers and its auditors;

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(h)keep insured with financially sound and reputable insurance companies all of its property (including the Project Property) in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions;
(i)provide the Trustee promptly with such evidence of insurance as the Trustee may from time to time reasonably require;
(j)use all commercially reasonable efforts to obtain, as and when required, and preserve and maintain, all Project Authorizations (including environmental Authorizations), and Material Contracts which are required to permit the Group Members to (A) own, operate and maintain the Project in the manner currently carried on, (B) develop, and operate the Project as contemplated by the Mine Plan and carry out the operation of commercial production transactions, and (C) perform their obligations under the Financing Documents to which they are a party;
(k)pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate legal proceedings and, with respect to Taxes which are overdue, make arrangements satisfactory to the Trustee regarding adequate provision for their payment;
(l)conduct all environmental remedial activities which a Person acting in a commercially reasonable manner and in accordance with Good Industry Practice would perform in similar circumstances to meet its environmental responsibilities and conduct and pay for any environmental investigations, assessments or remedial activities with respect to any of the Project Real Property owned or leased by them, in each case as required by Project Authorizations, the ICMM Guidelines or by any Governmental Authority;
(m)(A) ensure that the only mining activities taking place on the Project Real Property are those under the control and direction of the Guarantor in furtherance of the Project, and (B) develop and operate the Project in compliance with the requirements of any environmental permit, Order or other Authorization in respect of the Project;
(n)warrant and defend the right, title and interest of the Group Members in and to any of the Project Property, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances;
8.2Environmental Matters
(a)The Company shall or shall cause the appropriate Group Member to (i) conduct its Business and maintain all Project Property, without limitation, the Project Real Property in compliance in all material respects with all Environmental Laws, (ii) hold all Environmental Permits necessary to operate its business, including without limitation, to own and operate the Project and (iii) ensure that (A) no such Environmental Permit will become void or voidable, in whole or in part, as a result of the Collateral Agent directly or indirectly taking possession of the Project Real Property or any part thereof or otherwise enforcing the security as provided herein and (B) no consent of any Person will be required to maintain any such Environmental Permit in full force and effect if the Collateral Agent directly or indirectly takes possession of the Project Real Property or any part thereof or otherwise enforces the security as provided for herein. The obligations set forth in this Section are not limited by any of the obligations set forth in the subsequent Sections.
(b)The Company shall, upon receiving (a) any Environmental Notice with respect to any existing or potential non-compliance with, or alleged non-compliance with, or breach of or alleged breach of, any Environmental Law and (b) any Environmental Review prepared on or after the date hereof, immediately deliver a copy thereof to the Trustee.

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(c)If by reason of a Release or otherwise any Group Member is in breach of or not in compliance with any Environmental Law, the Company shall cause such Group Member to promptly and diligently (a) remedy such breach and undertake any remediation, clean-up or removal of any Contaminants in, on, under or migrating from any of its properties including, without limitation, the Project Real Property, or any part thereof in order to ensure compliance with all Environmental Laws and (b) take or omit to take such actions as are necessary to ensure that such breach or non-compliance will not reoccur.
(d)If the Company or any other Group Member receives or is subject to any Remedial Order affecting or potentially affecting the Project Real Property, or any part thereof, the Company shall or shall cause such Group Member to promptly and diligently take or omit to take such actions as are necessary to comply in all material respects will such Remedial Order and to obtain and provide to the trustee written confirmation of the same from the Person who issued, filed or imposed such Remedial Order.
(e)The Company shall, and shall cause each other Group Member, to take or omit to take such actions as are necessary to keep the Project Real Property and all parts thereof free of any Encumbrance imposed pursuant to Environmental Laws, except and so long as contested by the applicable Group Member in good faith by appropriate proceedings.
(f)Whenever requested in writing to do so by the Trustee, but not more often than one time in any 24 month period, the Company shall promptly cause an Environmental Review of the Project Real Property to be conducted and completed, at its sole cost and expense, by an appropriate and competent environmental consulting firm or other independent Person acceptable to the Trustee. Such Environmental Review shall, at a minimum, include a reasonably detailed evaluation of the following matters:
(i)the presence of Contaminants on, under or at the Project Real Property;
(ii)any Release on, from, under or related to the Project Real Property;
(iii)the presence of PCBs, asbestos, ureaformaldehyde foam or storage tanks on, under or related to the Project Real Property;
(iv)inventories of waste and raw materials; and
(v)such other matters as the Trustee may direct from time to time, acting reasonably.
Such Environmental Review shall be addressed to the Trustee and the Company and delivered to the Trustee promptly following its receipt by the Company, and in any event not later than 120 days after receipt of the written request from the Trustee.
(g)The Company shall maintain appropriate insurance coverage providing for claim amounts sufficient to protect it against environmental risks reasonably foreseeable in the conduct of its Business. The insurance policies providing for such coverage from time to time shall name the Trustee as an additional named insured and loss payee.
(h)The Company shall maintain (a) a corporate environmental conduct policy appropriate for the business of the Company from time to time, (b) plans appropriate for dealing in an expeditious and effective manner with any reasonably foreseeable Release of any Contaminant or other event which may result in a breach of, or non-compliance with, and Environmental Law and (c) any other policies, plans or similar documents required from time to time by Environmental Laws. Such policies, plans and similar documents shall conform in all material respects to the requirements of any Environmental Law applicable thereto.

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(i)Without limiting any provision hereof, the Company shall indemnify, defend and save harmless the Trustee, each Debentureholder and each of their respective Representatives from and against any and all loss suffered or incurred by them, as a direct or indirect result of, or arising with, any Environmental Loss. "Environmental Loss" means any Loss suffered or incurred (i) as a result of any Order or request made against or to the Trustee, any Debentureholder or any of their respective Representatives in respect of any Environmental Contamination by a Group Member, (ii) to remedy any Environmental Contamination, (iii) as a result of any misrepresentation or breach by the Company or any Group Member with respect to any representations or warranties made in respect of Environmental Laws, or (iv) as a result of any breach or noncompliance by the Company of its obligations set forth in this Section 8.2. The provisions of this Section 8.2(i) shall survive (i) the satisfaction and termination of the Company's obligations with respect to the Debentures and pursuant to this Indenture, (ii) any release or discharge of the Project Real Property or any part thereof from the security provided for herein and (iii) any resignation or removal of the Trustee. No investigation made by or on behalf of the Trustee or any Debetureholder at any time shall waive, diminish the scope of or otherwise affect any representation or warranty made by the Company in this Indenture or the entitlement of the Trustee or any Debentureholder to rely thereon.
8.3Notifications to the Trustee
The Company shall promptly notify the Trustee of:
(a)any Default or Event of Default;
(b)any material default by any party under or termination or threatened termination of any Material Contract, of which it becomes aware;
(c)the loss of or material non-compliance with the terms of, or any threat (whether or not in writing) by a Governmental Authority to revoke or suspend, any material Project Authorization;
(d)all material actions, suits and proceedings before any Governmental Authority or arbitrator pending, or to the knowledge of the Company, threatened, against or directly affecting any Group Member or the Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the knowledge of the Company threatened, against or affecting any Group Member or with respect to the ownership, use, maintenance and operation of the Project;
(e)any violation or suspected violation of any Applicable Law by any Group Member in any material respect;
(f)any material damage to the Project, and whether a Group Member has made, or plans to make, any insurance claims with respect thereto with respect to such damage;
(g)any non-compliance by any Group Member with the ICMM Guidelines or the HSEC Policy in any material respect, or by any Group Member with the Anti- Corruption Policy in any material respect;
(h)any material disputes or disturbances pertaining to the Project involving local communities without limitation, any Aboriginal group;
(i)any material labour disruption involving the workforce at the Project;
(j)any event, circumstance or fact that could reasonably be expected to give rise to a "Seller Event of Default" as defined under the Stream Agreement, or any event or condition which, upon notice, lapse of time, or both, would constitute a "Seller Event of Default" as defined under the Stream Agreement, or any other agreement in respect of Debt of any Group Member in a principal amount of $5,000,000 or more without giving effect to any amendments or waivers from the creditor party thereunder; and

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(k)any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect,
in each case, accompanied by an Officer's Certificate of the Company setting forth details of the occurrence referred to therein.
8.4Notifications to the Trustee Regarding Environmental Matters
The Company shall promptly provide notice to the Trustee of:
(a)any material claim, complaint, notice or order under any Environmental Laws affecting any Group Member or the Project;
(b)learning of the existence of Hazardous Substances located on, above or below the surface of any land which any Group Member occupies or controls, except those being stored, used or otherwise handled in compliance with Environmental Laws, or contained in the soil or water constituting such land, in each case which could reasonably be expected to have a material impact on the Group Members' ability to carry on the Business and to develop or operate the Project;
(c)the occurrence of any reportable Release of Hazardous Substances that has occurred on or from such land which could reasonably be expected to have a material impact on the Group Members' ability to carry on the Business and to develop or operate the Project;
(d)upon receiving (a) any Environmental Notice with respect to any existing or potential non-compliance with, or alleged non-compliance with, or breach of or alleged breach of, any Environmental Law and (b) any Environmental Review prepared on or after the date hereof, immediately deliver a copy of same to the Trustee;
(e)the occurrence of any change in business activity conducted by it which involves the storage, use or handling of Hazardous Substances or wastes or increases its Environmental liability in any material manner; and
(f)any proposed change in the use or occupation of the Project Real Property which may have a material impact on the Group Members' ability to carry on the Business develop and to operate the Project.
8.5Financial Information
As soon as practicable following a request thereof from the Trustee, the Company shall provide any financial information, financial statements, budgets, forecasts, projections, lists of property and accounts and other statements as the Trustee may reasonably request from time to time, including copies of any Tax Returns and any other elections, remittance forms or other documents filed by a Group Member pursuant to any legislation which requires a Group Member to pay, withhold, collect, or remit amounts.
8.6Material Contracts, Material Project Authorizations and Mine Plan
The Company shall promptly deliver or furnish, or cause to be delivered or furnished, to the Trustee a copy of:

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(a)any new Material Contract or any amendment or revision to any existing Material Contract;
(b)any new material Project Authorization or any amendment, revision, reissuance or replacement of any existing material Project Authorization;
(c)any amendment, revision or supplement to or replacement of the Mine Plan;
(d)any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Project Real Property, or any material engineering or technical studies relating to the Project; and
(e)any material reports, certificates, documents and notices relating to the Project which are delivered to any Group Member by or on behalf of any third-party consultant or contractor.
8.7Quarterly Reporting
As soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year, the Company shall deliver to the Trustee:
(a)a Quarterly Operations Report and a Quarterly Production Report; and
(b)a copy of the Company's quarterly unaudited consolidated financial statements for such Fiscal Quarter, and the parties agree that the making of such documents publicly available on the Company's SEDAR profile satisfies the delivery requirements under this Section 8.7.
8.8Annual Reporting
(a)As soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Company, the Company shall deliver to the Trustee:
(i)a copy of the Company's audited annual consolidated financial statements for such Fiscal Year and the parties agree that the making of such documents publicly available on the Company's SEDAR profile satisfies the delivery requirements under this Section 8.8; and
(ii)an Officer's Certificate of the Company listing the types of insurance coverages in effect for the Group Members and stating the amounts of such insurance and the applicable deductibles under such insurance.
(b)As soon as available and in any event by no later than March 15 of each calendar year, the Company shall deliver to the Trustee an Annual Operations Report in respect of the immediately preceding calendar year.
(c)As soon as available and in any event by no later than November 30 of each calendar year, the Company shall deliver to the Trustee an Annual Forecast Report in respect of the upcoming calendar year, provided, however, that if the content of such report is dependent on information to be provided by third parties which has not been provided by such third parties within a reasonable period prior to November 30, the Company shall use its commercially reasonable efforts to provide such report as soon as possible after November 30, but shall, in any event, provide such report by December 15.
For greater certainty, the Trustee has no obligation to monitor, review or analyze the documents provided to the Trustee under Sections 8.3, 8.4, 8.5, 8.6, 8.7 or 8.8.

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8.9Annual Certificate of Compliance
The Company shall deliver to the Trustee, within 120 days after the end of the Company's Fiscal Year, an Officer's Certificate as to the knowledge of such officers of the Company who execute the Officer's Certificate of the Company's compliance with all conditions and covenants in this Indenture certifying that after reasonable investigation and inquiry, the Company has complied with all covenants, conditions or other requirements contained in this Indenture, the non- compliance with which could, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be.
8.10Corporate Policies
(a)On or prior to February 28, 2023, the Company shall have delivered an Officer's Certificate to the Trustee certifying that the Group Members including without limitation, in the conduct of operations at the Project, have been and are in compliance in all material respects with the ICMM Guidelines.
(b)The Company shall (A) at all times maintain the HSEC Policy and shall periodically review and update the HSEC Policy to ensure that it is consistent with the ICMM Guidelines and Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters, (B) ensure that all operations in respect of the Project comply in all material respects with the ICMM Guidelines and the HSEC Policy, and (C) keep, or cause the Group Members to keep, all relevant documentation in order for the Trustee to verify such compliance. In the event of any non-compliance with Environmental Law, the ICMM Guidelines or the HSEC Policy, the Company shall, or shall cause the appropriate Subsidiary to, develop and implement a corrective action plan acceptable to the Trustee, acting reasonably. The Company, and shall cause its Subsidiaries to, upon the request of the Trustee, acting reasonably, provide the Trustee with any information relating to measures or monitoring undertaken by or on behalf of the Company or its Subsidiaries under Environmental Law, the ICMM Guidelines, the HSEC Policy or any corrective action plan
(c)The Company shall, and the Company shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Trustee upon becoming aware of any breach or suspected breach of the Anti- Corruption Policy. The Company shall not, without the prior written consent of the Trustee, acting reasonably, amend, terminate, replace or otherwise vary the Anti- Corruption Policy.
8.11Changes to Accounting Policies
If there is any material change in a period to the accounting policies, practices and calculation methods used by the Company in preparing its financial statements or components thereof as compared to any previous period, the Company shall provide the Trustee with all information which the Trustee reasonably requires relating to the impact of any such material change on the comparability of the reports provided to the Trustee after any such material change to previous reports. Until the Trustee, at the direction of the requisite percentage of Debentureholders, has approved such material change in writing, the Company shall continue to prepare and provide any reports to the Trustee hereunder in accordance with the accounting policies, practices and calculation methods in effect prior to such material change.
8.12Common Shares Issuable upon Conversion
The Company shall:

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(a)at all times reserve and keep available out of its authorized Common Shares solely for the purpose of issue and delivery upon the conversion of any amounts under this Indenture, and conditionally allot to the Debentureholders, such number of Common Shares as shall then be issuable upon the conversion of any amounts under this Agreement which may be converted into Common Shares. The Company covenants with the Debentureholders that all Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable;
(b)comply with all Applicable Securities Laws and the rules of the TSX (or any other stock exchange on which the Common Shares are then listed) relating to the issue and delivery of Common Shares upon the conversion of any amounts under this Indenture, obtain any regulatory approval in respect thereof as may be required pursuant to such laws and rules, and use commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on the TSX (or any and each other stock exchange on which the Common Shares are then listed) prior to the issuance thereof; and
(c)take all such reasonable steps and actions and do all such things as may be necessary to maintain the listing and posting for trading of the Common Shares on the TSX (or any and each other stock exchange on which the Common Shares are then listed) and maintain its status as a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in all provinces of Canada.
8.13Negative Covenants
Except as otherwise provided in this Indenture, so long as any Obligations remain outstanding the Company shall not, and shall not permit any other Group Member to, without the prior written consent of the Trustee, acting on the direction of the requisite percentage of Debentureholders in accordance with Article 12:
(a)enter into any transaction or series of related transactions or any document or agreement related thereto whereby (i) all or substantially all of the equity interests in a Group Member, or (ii) all or substantially all of the Project Property, would directly or indirectly become the property of any other Person;
(b)(i) use, or authorize the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) make, or authorize the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds; or (iii) violate any provision of AML Legislation, Anti-Corruption Laws or any applicable sanctions;
(c)make any payment of royalties in respect of Minerals from the Project Real Property, other than the amounts required by the Royalties, or enter into any royalty, stream financing or similar agreement with any other Person in relation to the Project Real Property, other than the Royalties, the Stream Agreement and the Offtake Agreement;
(d)create, incur, assume or suffer to exist any Encumbrance upon all or any part of the Project Property, whether now owned or hereafter acquired, other than Permitted Encumbrances;
(e)issue more than US$100,000,000 of additional secured debt against the Project Property and any such security shall rank pari passu to the security of the Limited Recourse Guarantor and the Guarantor as contemplated in this Indenture;
(f)make any Restricted Payment other than Permitted Restricted Payments;

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(g)enter into any agreement or arrangement or take any action which restricts or purports to restrict the ability of (i) any Group Member to pay dividends or make any other distributions to any Group Member or repay Debt owing to any Group Member, or (ii) any Group Member to deliver Minerals or perform its other obligations under this Indenture, the Offtake Agreement, the Gold Prepay Agreement or the Stream Agreement (other than this Indenture, the Stream Agreement, the Prepay Agreement and the Offtake Agreement);
(h)create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than Permitted Debt;
(i)enter into any hedge instrument or incur any hedge obligations unless such hedge obligations are pursuant to Permitted Hedging Arrangements;
(j)except as otherwise expressly contemplated by this Indenture or the Stream Agreement, provide financial assistance, either directly or indirectly, to any Person other than (i) the Company on an unsecured basis in favour of another Group Member or a Subsidiary in connection with the processing facilities and related infrastructure at the Project (the "Plant"), or (ii) Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of the Guarantor to the extent required by Applicable Laws or a Governmental Authority; provided that, the Limited Recourse Guarantor shall not be restricted from providing financial assistance provided such financial assistance is not derived from the proceeds of the Offering, and provided further such financial assistance would not reasonably be expected to (a) result in a Material Adverse Effect, or (b) materially impair the ability of any other Group Member to construct, develop and operate the Project in accordance with the Mine Plan;
(k)other than the Limited Recourse Guarantor exclusively with respect to the Project, make any Investments, except: (i) Investments in another Group Member or a Subsidiary in connection with, and for the sole purpose of the development or maintenance of the Plant (or assets acquired pursuant to an Acquisition), provided that if such Investment is by way of Debt, such Debt must be subordinated to the Obligations; (ii) short term Investments in money market instruments with remaining maturities of twelve (12) months or less at the date of purchase including securities issued by government agencies, and term deposits and bank accounts with financial institutions provided that such short-term Investments are readily convertible to cash; (iii) Investments under Permitted Hedging Arrangements; or (iv) Investments by the Company or the Limited Recourse Guarantor: (i) in which the business of the entity in which the Investment is made is engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Investment is not made in connection with the development, expansion or working capital requirements of the Project, the consideration paid for such Investment shall not be derived from the proceeds of the Offering, and provided further such Investment would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Group Members to perform and comply with their obligations under the Financing Documents, or (c) materially impair the ability of the Group Members to construct, develop and operate the Project in accordance with the Mine Plan;
(l)not permit the Guarantor to change in any material respect the nature of its business or operations from the business of the expansion and operation of, and extraction, processing and sale of Minerals from, the Project, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the conduct of the Project, or as reasonably required to perform its obligations under this Indenture, the Convertible Credit Agreements, the Gold Prepay Agreement or the Stream Agreement;

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(m)not permit the Guarantor to have any material liabilities other than Permitted Debt;
(n)not permit any Group Member (other than the Guarantor) to acquire, own or hold any minerals produced from Project Real Property;
(o)directly or indirectly purchase, acquire or lease any property from, or sell, transfer or otherwise dispose of any property to, or otherwise deal or enter into any agreement with, any Related Party (other than a Group Member), except in the ordinary course of and pursuant to the reasonable requirements of such Person's business and upon fair and reasonable terms that are no less favourable to the Group Member than those that could be obtained in an arm's length transaction with a Person that is not a Related Party;
(p)enter into any transaction to change or reorganize its capital structure or materially amend its articles, by laws or any other constating documents in a manner that prejudices the Debentureholders; and
(q)change its Fiscal Year.
8.14Withholding Matters
(a)All payments made by or on behalf of the Company under or with respect to the Debentures (including, without limitation, any penalties, interest and other liabilities related thereto) will be made free and clear of and without withholding, or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related hereto) imposed or levied by or on behalf of the Government of Canada or the United States or elsewhere, or of any province or territory thereof or by any authority or agency therein or thereof having power to tax ("Withholding Taxes"), unless the Company is required by law or the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of Withholding Taxes.
(b)If the Company is so required to withhold or deduct any amount for, or on account of, Withholding Taxes from any payment made under or with respect to the Debentures, the Company shall deduct and withhold such Withholding Taxes from any payment to be made or with respect to the Debentures as and when required by applicable law, and, provided that the Company forthwith remits such amount to the relevant Governmental Authority or agency, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Company's obligations under the Debentures.
(c)Notwithstanding anything to the contrary contained in this Indenture, if the Company is required to withhold or deduct any amount for or on account of Withholding Taxes from any payment made under or with respect to the Debentures to a holder, if such Withholding Taxes are an Indemnified Tax, the Company will pay to such holder as additional interest such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each such holder after such withholding or deduction (and after deducting any Withholding Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Withholding Taxes had not been withheld or deducted.
(d)For greater certainty, if any amount is required to be deducted or withheld in respect of Withholding Taxes upon a conversion of a Debenture, the Company shall be entitled to liquidate such number of Common Shares (or other securities) issuable as a result of such conversion as shall be necessary in order to satisfy such requirement. The Company shall provide the Trustee with copies of receipts or other communications relating to the remittance of such withheld amount or the filing of any forms received from such Governmental Authority or agency promptly after receipt thereof.

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(e)The Company will indemnify and hold harmless each holder, and, within ten Business Days upon a written request in respect thereof, reimburse each such holder for the amount, excluding any payment of Additional Amounts by the Company, of (a) any Withholding Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the Debentures; (b) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and (c) any Withholding Taxes imposed with respect to any reimbursement under clause (a) or (b), provided such amounts referred to in (a) to (c) are not Connection Income Taxes, and such indemnity will survive the termination or discharge of this Indenture and the payment of all amounts under or with respect to the Debenture indefinitely.
(f)If the Company reasonably believes that such Taxes were not correctly or legally asserted, the Debentureholder will use reasonable efforts to cooperate with the Company to obtain a refund of such Taxes, so long as such efforts would not, in the sole determination of the Debentureholder, result in any additional out-of-pocket costs or expenses not reimbursed by the Company or be otherwise materially disadvantageous to the Debentureholder.
(g)Any Debentureholder that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder shall deliver to the Company, at the time or times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company as will permit such payments to be made without withholding or at a reduced rate of withholding.
(h)If a Debentureholder determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Company pursuant to this Section 8.14 (including by payment of Additional Amounts pursuant to this Section 8.14), it shall pay over to the Company an amount equal to such refund (but only to the extent of indemnity payments made, or Additional Amounts paid, by the Company under this Section 8.14 with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Debentureholder and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Company, upon the request of a Debentureholder, shall repay to that Debentureholder the amount paid over to the Company pursuant to this Section 8.14(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Debentureholder is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 8.14(h), in no event shall the Debentureholder be required to pay an amount to the Company pursuant to this Section 8.14(h) the payment of which would place the Debentureholder in a less favorable net after-Tax position than the Debentureholder would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 8.14(h) shall not be construed to require any Debentureholder to make available its Tax Returns (or any other information relating to its taxes which it deems confidential) to the Company or any other person.
(i)Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to a Debenture, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

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Article 9
DEFAULT
9.1Events of Default
(a)Each of the following events constitutes, and is herein referred to as, an "Event of Default":
(i)failure for 15 days to pay interest on the Debentures when due;
(ii)failure to pay principal and other amounts owing, if any, when due on the Debentures and/or the Financing Documents whether on the Maturity Date, upon redemption or a Change of Control, by declaration, by demand, by acceleration or otherwise (whether such payment is due in cash, Common Shares or other securities or property or a combination thereof);
(iii)default in the delivery, when due, of any Conversion Shares or other consideration, payable on conversion with respect to the Debentures, which default continues for 15 days;
(iv)a default in the observance of the covenant set forth in Section 5.2 (which default for certainty shall have no grace or cure period) and otherwise any other default in the observance or performance of any covenant or condition in any Financing Document by any Group Member and the failure to cure (or obtain a waiver for) such default for a period of 30 days after notice in writing has been given by the Trustee or from holders of not less than 25% in aggregate principal amount of the Debentures to the Company specifying such default and requiring the applicable Group Member to rectify such default or obtain a waiver for same;
(v)any Group Member ceases or threatens to cease to carry on its Business or admits its inability, or fails, to pay its Debt generally as it becomes due;
(vi)any Group Member or any Person that is a party to any Financing Document makes any representation or warranty under any Financing Document which is incorrect or incomplete when made or deemed to be made (except to the extent any such representation or warranty expressly relates to an earlier date, and in such case, shall be true and correct on and as of such earlier date) or, to the extent such representation or warranty is not already qualified by materiality, such representation or warrant is incorrect or incomplete in any material respect when made or deemed to be made;
(vii)any Group Member (A) fails to make any payment when such payment is due and payable to any Person in relation to any Debt having a principal amount in excess of $10,000,000, and any applicable grace period in relation thereto has expired, or (B) defaults in the observance or performance of any other agreement or condition in relation to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt to declare such Debt to become due prior to its stated maturity date;
(viii)a final judgment, order, writ of execution, garnishment or attachment or similar process for an amount in excess of $20,000,000 is issued or levied against any Group Member or any material portion of the Project Property;
(ix)if a decree or order of a Court having jurisdiction is entered adjudging any Group Member as bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or issuing sequestration or process of execution against, or against any substantial part of, the property of such Group Member, or appointing a receiver of, or of any substantial part of, the property of such Group Member or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 days;

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(x)if any Group Member institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such petition or to the appointment of a receiver of, or of any substantial part of, the property of such Group Member or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due;
(xi)an order is made, or a resolution is passed, for the winding-up or liquidation of a Group Member;
(xii)any Financing Document is repudiated or contested by any Group Member in whole or in part, ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a court or other judicial entity;
(xiii)if, after the date of this Indenture, any proceedings with respect to a Group Member are taken with respect to a compromise or arrangement, with respect to creditors of such Group Member generally, under the applicable legislation of any jurisdiction; or
(xiv)if any Security Document ceases to constitute a valid and perfected first- priority Security Interest (subject only to Permitted Encumbrances) upon all the Secured Assets it purports to charge or encumber, in favour of the Collateral Agent for the benefit of the Debentureholders;
(xv)an Encumbrancer or any other Person takes possession of a material portion of the Project Property or by appointment of a receiver, receiver and manager, or otherwise;
(xvi)the audit report to the financial statements of the Company are qualified in any material respect which is unacceptable to the Agents, acting reasonably;
(xvii)except as specifically permitted in this Indenture, a Group Member takes or seeks to take any action to (A) abandon all or any material portion of the Project Property, (B) put the Project on care and maintenance, or (C) otherwise suspend development or mining operations at the Project (other than temporary suspensions for sound operational reasons not to exceed three (3) months);
(xviii)any Governmental Authority directly or indirectly condemns, expropriates, nationalizes, seizes or appropriates any Group Member or any material property which relates to or forms part of the Project Property;
(xix)all or any portion of the Project Property is sold, transferred, Encumbered or assigned without the consent of the Trustee (other than pursuant to a disposition expressly permitted hereunder or a Permitted Encumbrance, as applicable);
(xx)either (A) the Guarantor fails to maintain mining operations at the Project, (B) any Governmental Authority imposes or enforces formal or de facto exchange or currency controls or restrictions on export of metal, or (C) any other factor or circumstance occurs which in any such case, in the sole opinion of the Agents, makes it impractical or impossible for the Company to make the required payments hereunder, or for any Group Member or Subsidiary of the Company to perform the obligations under the Offtake Agreement or the Stream Agreement, or for any Group Member to otherwise perform its obligations under the Financing Documents;

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(xxi)any Group Member fails to obtain, or loses the right to, or benefit of, a material Project Authorization, or any Authorization (including TSX approval) in respect of the transactions contemplated by this Indenture is modified in a manner adverse in a material respect to the Debentureholders;
(xxii)(A) any Group Member, or any director or officer of any Group Member, has breached, or is charged with breaching, any AML Legislation, any Anti- Corruption Laws or any sanctions laws, or (B) any employee or agent of any Group Member has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any sanctions laws, unless either a) such Group Member's relationship with such employee or agent is terminated within ten (10) days of acquiring actual knowledge of such breach or charge, or b) such Group Member takes such other action to remedy such breach or charge as may be acceptable to the Trustee, at the direction of the Debentureholders within ten (10) days of acquiring actual knowledge of such breach or charge and thereafter continues to take such action as may be acceptable to the Trustee, at the direction of the Debentureholders;
(xxiii)the occurrence of a Material Adverse Effect;
(xxiv)the occurrence of a Convertible Credit Agreement Event of Default;
(xxv)the occurrence of any "Seller Event of Default" as defined in the Stream Agreement, without giving effect to any amendments or waivers from the stream purchasers thereunder; or
(xxvi)if one or more encumbrancers, lienors or landlords take possession of any Secured Assets or attempts to enforce their security or other remedies against such property and their claims remain unsatisfied for such period as would permit such property to be sold thereunder,
then: (i) in each and every such event listed above, the Trustee may, in its discretion, but subject to the provisions of this Section, and shall, upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures then outstanding (or if the Event of Default shall exist only in respect of one or more series of the Debentures then outstanding, then upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures of such series then outstanding), subject to the provisions of Section 9.3, by notice in writing to the Company declare the principal and the interest, on all Debentures then outstanding and all other monies outstanding hereunder to be due and payable and the same shall thereupon forthwith become immediately due and payable (or, if the Event of Default shall exist only in respect of one or more series of the Debentures then outstanding, then the Trustee may declare due and payable the principal and/or the interest, only with respect to such series of Debentures in respect of which there is an Event of Default) to the Trustee, and (ii) on the occurrence of an Event of Default under clauses 9.1(a)(vii), 9.1(a)(x), or 9.1(a)(xi), the principal and the interest, on all Debentures then outstanding hereunder and all other monies outstanding hereunder, shall automatically without any declaration or other act on the part of the Trustee or any Debentureholder become immediately due and payable to the Trustee and, in either case, upon such amounts becoming due and payable in either (i) or (ii) above, the Company shall forthwith pay to the Trustee for the benefit of the Debentureholders such principal and accrued and unpaid interest on such Debenture and all other monies outstanding hereunder, together with subsequent interest at the rate borne by the Debentures on such principal and interest and such other monies from the date of such declaration or event until payment is received by the Trustee, such subsequent interest to be payable at the times and places and in the manner mentioned in and according to the tenor of the Debentures.

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Such payment when made shall be deemed to have been made in discharge of the Company's obligations hereunder and any monies so received by the Trustee shall be applied in the manner provided in Section 9.6.
(b)For greater certainty, for the purposes of this Section 9.1, a series of Debentures shall be in default in respect of an Event of Default if such Event of Default relates to a default in the payment of principal and/or the interest (if any) on the Debentures of such series in which case references to Debentures in this Section 9.1 refer to Debentures of that particular series.
(c)For purposes of this Article 9, where the Event of Default refers to an Event of Default with respect to a particular series of Debentures as described in this Section 9.1, then this Article 9 shall apply mutatis mutandis to the Debentures of such series and references in this Article 9 to the Debentures shall mean Debentures of the particular series and references to the Debentureholders shall refer to the Debentureholders of the particular series, as applicable.
9.2Notice of Events of Default
If an Event of Default shall occur and be continuing the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Debentureholders in the manner provided in Section 13.2, provided that notwithstanding the foregoing, unless the Trustee shall have been requested to do so by the holders of at least 25% of the principal amount of the Debentures then outstanding, the Trustee shall not be required to give such notice if the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Debentureholders and shall have so advised the Company in writing. When notice of the occurrence of an Event of Default has been given and the Event of Default is thereafter cured, notice that the Event of Default is no longer continuing shall be given by the Trustee to the Debentureholders within 15 days after the Trustee receives written notice that the Event of Default has been cured.
9.3Waiver of Default
(a)Upon the happening of any Event of Default hereunder:
(i)the holders of the Debentures shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by requisition in writing by the holders of more than 50% of the principal amount of Debentures then outstanding, to instruct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.1 and the Trustee shall thereupon waive the Event of Default and cancel such declaration, or either, upon such terms and conditions as shall be prescribed in such requisition; provided that notwithstanding the foregoing if the Event of Default has occurred by reason of the non- observance or non-performance by the Company of any covenant applicable only to one or more series of Debentures, then the holders of more than 50% of the principal amount of the outstanding Debentures of that series shall be entitled to exercise the foregoing power and the Trustee shall so act and it shall not be necessary to obtain a waiver from the holders of any other series of Debentures; and

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(ii)the Trustee, so long as it has not become bound to declare the principal and interest on the Debentures then outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Trustee's opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may deem advisable.
(b)No such act or omission either of the Trustee or of the Debentureholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.
9.4Enforcement by the Trustee or Collateral Agent
(a)Subject to the provisions of Section 9.3 and to the provisions of any Extraordinary Resolution that may be passed by the Debentureholders, if the Company shall fail to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 9.1, the principal of and interest on all Debentures then outstanding, together with any other amounts due hereunder, the Trustee may in its discretion and shall upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures then outstanding and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as trustee hereunder to obtain or enforce payment of such principal of and interest on all the Debentures then outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.
(b)The Trustee shall be entitled and empowered, either in its own name or as Trustee of an express trust, or as attorney-in-fact for the holders of the Debentures, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Debentures allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Company or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of the Debentures by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Debentures with authority to make and file in the respective names of the holders of the Debentures or on behalf of the holders of the Debentures as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Debentures themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such holders of the Debentures, as may be necessary or advisable in the opinion of the Trustee, which may include acting and relying on Counsel, in order to have the respective claims of the Trustee and of the holders of the Debentures against the Company or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that subject to Section 9.3, nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Debentureholder.

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(c)The Trustee shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Debentureholders.
(d)All rights of action hereunder may be enforced by the Trustee without the possession of any of the Debentures or the production thereof on the trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the holders of the Debentures subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debentures, and it shall not be necessary to make any holders of the Debentures parties to any such proceeding.
(e)If the Collateral Agent has become entitled to enforce the Security Interests with respect to the Secured Assets, in addition to any right or remedy arising under this Indenture or pursuant to applicable laws, the Collateral Agent, by itself, its officers, its agents or its attorneys, may, in its discretion, as advised by its counsel, exercise any and all rights granted to the Collateral Agent in any of the Security Documents.
9.5No Suits by Debentureholders
No holder of any Debenture shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or interest on the Debentures or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Company wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless: (a) such holder shall previously have given to the Trustee written notice of the happening of an Event of Default hereunder; and (b) the Debentureholders by Extraordinary Resolution or by written instrument signed by the holders of at least 25% in principal amount of the Debentures then outstanding shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose; and (c) the Debentureholders or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Trustee shall have failed to act within a reasonable time after such notification, request and offer of indemnity and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of the holder of any Debentures.
9.6Application of Monies by Trustee
(a)Except as herein otherwise expressly provided, any monies received by the Trustee from the Company pursuant to the foregoing provisions of this Article 9, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows:
(i)first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;

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(ii)second, if and to the extent that the Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Security Documents or to keep in good standing any such prior encumbrances;
(iii)third, but subject as hereinafter in this Section 9.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and
(iv)fourth, in payment of the surplus, if any, of such monies to the Company or its assigns;
provided, however, that no payment shall be made pursuant to clause (iii) above in respect of the principal and/or the interest on any Debenture held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal and interest on all Debentures which are not so held.
(b)The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 9.1(a)(i), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.
9.7Notice of Payment by Trustee
Not less than 15 days' notice shall be given in the manner provided in Section 13.2 by the Trustee to the Debentureholders of any payment to be made under this Article 9. Such notice shall state the time when and place where such payment is to be made and also the liability under this Indenture to which it is to be applied. After the day so fixed, unless payment shall have been duly demanded and have been refused, the Debentureholders will be entitled to interest only on the balance (if any) of the principal monies and interest due (if any) to them, respectively, on the Debentures, after deduction of the respective amounts payable in respect thereof on the day so fixed.
9.8Trustee May Demand Production of Debentures
The Trustee shall have the right to demand production of the Debentures in respect of which any payment of principal or interest required by this Article 9 is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it as the Trustee shall deem sufficient.

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9.9Remedies Cumulative
No remedy herein conferred upon or reserved to the Trustee, or upon or to the holders of Debentures is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.
9.10Judgment Against the Company
The Company covenants and agrees with the Trustee that, in case of any judicial or other proceedings to enforce the rights of the Debentureholders, judgment may be rendered against it in favour of the Debentureholders or in favour of the Trustee, as trustee for the Debentureholders, for any amount which may remain due in respect of the Debentures and the interest thereon and any other monies owing hereunder.
9.11Immunity of Directors, Officers and Others
The Debentureholders and the Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director or employee of the Company or holder of Common Shares of the Company or of any successor for the payment of the principal of or premium or interest on any of the Debentures or on any covenant, agreement, representation or warranty by the Company contained herein or in the Debentures.
Article 10
SATISFACTION AND DISCHARGE
10.1Cancellation and Destruction
All Debentures shall forthwith after payment thereof be delivered to the Trustee and cancelled by it. All Debentures cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Company, the Trustee shall furnish to it a destruction certificate setting out the designating numbers of the Debentures so destroyed.
10.2Non-Presentation of Debentures
In case the holder of any Debenture shall fail to present the same for payment on the date on which the principal of or interest thereon or represented thereby becomes payable either at maturity or otherwise or shall not accept payment on account thereof and give such receipt therefor, if any, as the Trustee may require:
(a)the Company shall be entitled to pay or deliver to the Trustee and direct it to set aside; or
(b)in respect of monies in the hands of the Trustee which may or should be applied to the payment of the Debentures, the Company shall be entitled to direct the Trustee to set aside; or
(c)if the redemption was pursuant to notice given by the Trustee, the Trustee may itself set aside;
the monies in trust to be paid to the holder of such Debenture upon due presentation or surrender thereof in accordance with the provisions of this Indenture; and thereupon the principal of or interest thereon payable on or represented by each Debenture in respect whereof such monies have been set aside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof except that of receiving delivery and payment of the monies so set aside by the Trustee upon due presentation and surrender thereof, subject always to the provisions of Section 10.3.

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10.3Repayment of Unclaimed Monies
Subject to applicable law, any monies set aside under Section 10.2 and not claimed by and paid to holders of Debentures as provided in Section 10.2 within four years after the date of such setting aside shall upon the written demand of the Company be repaid and delivered to the Company by the Trustee and thereupon the Trustee shall be released from all further liability with respect to such monies and thereafter the holders of the Debentures in respect of which such monies were so repaid to the Company shall have no rights in respect thereof except to obtain payment and delivery of the monies from the Company subject to any limitation provided by the laws of the Province of Ontario.
10.4Discharge
The Trustee shall at the written request and expense of the Company release and discharge this Indenture and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Company from its covenants herein contained (other than the provisions relating to the indemnification of the Trustee), upon proof being given to the reasonable satisfaction of the Trustee that the principal of and interest (including interest on amounts in default, if any), on all the Debentures and all other monies payable hereunder have been paid or satisfied or that all the Debentures having matured or having been duly called for redemption in the occurrence of a Change of Control, payment of the principal of and interest (including interest on amounts in default, if any) on such Debentures and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions hereof.
10.5Satisfaction
(a)The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures:
(i)the Company has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal and interest to maturity, or any repayment date or any Change of Control Purchase Date or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;
(ii)the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures cash in the currency or currency unit in which the Debentures are payable as will be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date or any repayment date, as the case may be, of all such Debentures; or
(iii)all Debentures Authenticated and delivered (other than (i) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7 and (ii) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 10.3) have been delivered to the Trustee for cancellation; so long as in any such event:

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(1)the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture);
(2)the Company has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and
(3)the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures.
(b)Any deposits with the Trustee referred to in this Section 10.5 shall be irrevocable, subject to Section 10.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (if any) on the Debentures being satisfied.
(c)Upon the satisfaction of the conditions set forth in this Section 10.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company.
(d)Any funds or obligations deposited with the Trustee pursuant to this Section 10.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made.
(e)If the Trustee is unable to apply any money in accordance with this Section 10.5 by reason of any legal proceeding or any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 10.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 10.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.
10.6Continuance of Rights, Duties and Obligations
(a)Where trust funds or trust property have been deposited pursuant to Section 10.5, the holders of Debentures and the Company shall continue to have and be subject to their respective rights, duties and obligations under Article 2, Article 4, and Article 5.

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(b)Subject to the provisions of Section 10.6(a), in the event that, after the deposit of trust funds or trust property pursuant to Section 10.5 in respect of a series of Debentures (the "Defeased Debentures"), any holder of any of the Defeased Debentures from time to time converts its Debentures to Conversion Shares or other securities of the Company in accordance with Article 6 or any other provision of this Indenture, the Trustee shall upon receipt of a Written Direction of the Company return to the Company from time to time the proportionate amount of the trust funds or other trust property deposited with the Trustee pursuant to Section 10.5 in respect of the Defeased Debentures which is applicable to the Defeased Debentures so converted (which amount shall be based on the applicable principal amount of the Defeased Debentures being converted in relation to the aggregate outstanding principal amount of all the Defeased Debentures).
(c)In the event that, after the deposit of trust funds or trust property pursuant to Section 10.5, the Company is required to make a Change of Control Offer to purchase any outstanding Debentures pursuant to subsection 2.1(h) (in respect of Debentures or the comparable provision of any other series of Debentures), in relation to Debentures or to make an offer to purchase Debentures pursuant to any other similar provisions relating to any other series of Debentures, the Company shall be entitled to use any trust money or trust property deposited with the Trustee pursuant to Section 10.5 for the purpose of paying to any holders of Defeased Debentures who have accepted any such offer of the Company the Total Offer Price payable to such holders in respect of such Change of Control Offer in respect of Debentures. Upon receipt of a Written Direction of the Company, the Trustee shall be entitled to pay to such holder from such trust money or trust property deposited with the Trustee pursuant to Section 10.5 in respect of the Defeased Debentures which is applicable to the Defeased Debentures held by such holders who have accepted any such offer to the Company (which amount shall be based on the applicable principal amount of the Defeased Debentures held by accepting offerees in relation to the aggregate outstanding principal amount of all the Defeased Debentures).
Article 11
COMMON SHARE INTEREST PAYMENT ELECTION
11.1Common Share Interest Payment Election
(a)Subject to the provisions of any series of Debentures, the Company shall have the right, from time to time (including following conversion, at the time of redemption or at the time of maturity), to make a Common Share Interest Payment Election in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any Stock Exchanges on which the Common Shares are then listed; and (ii) the day which is seven Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of such Interest Obligation may be paid by the Company in Common Shares by the delivery of Common Shares to the Trustee in an amount equal to (A) the amount of interest payable pursuant to such Interest Obligation divided by (B) Common Share Interest Conversion Price.
(b)The Company's right to exercise the Common Share Interest Payment Election shall be conditional upon the following conditions being met on or before 11:00 a.m. (Toronto time) on the day which is one Business Day prior to the Interest Payment Date, such conditions being in favour of the Debentureholders:
(i)the issuance of the Common Shares on the exercise of the Common Share Interest Payment Election shall be made in accordance with Applicable Securities Legislation;
(ii)the listing of such additional Common Shares on each stock exchange on which the Common Shares are then listed;
(iii)no Event of Default shall have occurred and be continuing; and

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(iv)the receipt by the Trustee of an Officers' Certificate stating that conditions (i), (ii) and (iii) above have been satisfied and setting forth (A) the number of Common Shares to be delivered for each $1,000 principal amount of Debentures; (B) the amount of interest payable on such Interest Payment Date, and (C) the Common Share Interest Conversion Price.
If the foregoing conditions are not satisfied on or before 11:00 a.m. (Toronto time) on the Business Day prior to the Interest Payment Date, the Company shall pay the interest payable on the Debentures on such Interest Payment Date for which a Common Share Interest Payment Election was made in accordance with Section 2.10, unless the Debentureholders waive the conditions which are not satisfied by way of Extraordinary Resolution.
(c)In the event that the Company duly exercises its Common Share Interest Payment Election, the Company shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Interest Payment Date, deliver to the Trustee, for delivery to and on account of the registered holders of such Debentures appearing on the registers maintained by the Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date, the Common Shares to which such holders are entitled. The Company shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with the Common Share Interest Payment Election. Every such deposit shall be irrevocable.
(d)From the certificates so deposited, the Trustee shall deliver to such Debentureholders the certificates to which they are entitled. The delivery of such certificates to the Trustee will satisfy and discharge the liability of the Company for the Interest Obligation to which the delivery of certificates relates (including the amount of any Common Shares sold to pay applicable withholding taxes in accordance with Section 11.1(i)), and such Common Shares will represent full satisfaction of such Interest Obligation and such holders will have no further recourse to the Company in respect of such Interest Obligation.
(e)No fractional Common Shares shall be delivered upon the exercise of the Common Share Interest Payment Election but, in lieu thereof, the Company shall pay to the Trustee for the account of the entitled Debentureholders, at the time contemplated in Section 11.1(c), the cash equivalent thereof determined on the basis of the Conversion Price as of the Business Day prior to the Interest Payment Date (less applicable withholding tax, if any), provided, however, the Company shall not be required to make any payment of less than $10.00.
(f)A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Company of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefore, all income earned thereon or accretions thereto and all dividends or distributions (including dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Trustee receives the same, it shall hold the same in trust for the benefit of such holder.
(g)The Company shall at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issue and delivery upon the exercise of the Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to exercise of the Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. All Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.
(h)The Company shall from time to time promptly pay, or make provision satisfactory to the Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, withholding tax or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Common Shares to holders upon exercise of the Common Share Interest Payment Election pursuant to the terms of the Debentures and of this Indenture.

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(i)If the Company makes a Common Share Interest Payment Election in accordance with this Section 11.1 and if the payment represented by the Common Shares issuable in satisfaction of the Interest Obligation is subject to withholding taxes and the amount of the cash payment, if any, of the principal amount due on maturity, if such maturity is concurrent with the interest payment, is insufficient to satisfy such withholding taxes, the Trustee, on the written direction of the Company but for the account of the holder: (a) shall sell, or cause to be sold, through the investment banks, brokers or dealers selected by the Company, out of the Common Shares issued by the Company for this purpose, such number of Common Shares that, together with any cash component of the principal amount due on maturity, if such maturity is concurrent to the interest payment, is sufficient to yield net proceeds (after payment of all costs) to cover the amount such withholding taxes; and (b) shall remit such amount withheld on behalf of the Company to the proper tax authorities within the period of time prescribed for this purpose under applicable laws.
Article 12
MEETINGS OF DEBENTUREHOLDERS
12.1Right to Convene Meeting
The Trustee or the Company may at any time and from time to time, and the Trustee shall, on receipt of a Written Direction of the Company or a written request signed by the holders of not less than 25% of the principal amount of the Debentures then outstanding and upon receiving funding and being indemnified to its reasonable satisfaction by the Company or by the Debentureholders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Debentureholders. In the event of the Trustee failing, within 30 days after receipt of any such request and such funding and indemnity, to give notice convening a meeting, the Company or such Debentureholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto or at such other place as may be approved or determined by the Trustee.
12.2Notice of Meetings
(a)At least 21 days' notice of any meeting shall be given to the Debentureholders in the manner provided in Section 13.2 and a copy of such notice shall be sent by post to the Trustee, unless the meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article. The accidental omission to give notice of a meeting to any holder of Debentures shall not invalidate any resolution passed at any such meeting. A holder may waive notice of a meeting either before or after the meeting.
(b)Subject to Section 12.2(c), the determination as to whether any business to be transacted at a meeting of Debentureholders, or any action to be taken or power to be exercised by instrument in writing under Section 12.15, especially affects the rights of the Debentureholders of one or more series in a manner or to an extent differing in any material way from that in or to which it affects the rights of Debentureholders of any other series (and is therefore an especially affected series) shall be determined by an opinion of Counsel, which shall be binding on all Debentureholders, the Trustee and the Company for all purposes hereof.

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(c)A proposal:
(i)to extend the maturity or date of payment of interest of Debentures of any particular series or to reduce the principal amount thereof, or to impair or change any conversion right thereof;
(ii)to modify or terminate any covenant or agreement which by its terms is effective only so long as Debentures of a particular series are outstanding; or
(iii)to reduce with respect to Debentureholders of any particular series any percentage stated in this Section 12.1 or Sections 12.4, 12.12 and 12.15;
shall be deemed to especially affect the rights of the Debentureholders of such series in a manner differing in a material way from that in which it affects the rights of holders of Debentures of any other series, whether or not a similar extension, reduction, modification or termination is proposed with respect to Debentures of any or all other series.
12.3Chairman
Some Person, who need not be a Debentureholder, nominated in writing by the Trustee shall be chairman of the meeting and if no Person is so nominated, or if the Person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Debentureholders present in Person or by proxy shall choose some Person present to be chairman.
12.4Quorum
Subject to the provisions of Section 12.12, at any meeting of the Debentureholders a quorum shall consist of Debentureholders present in person or by proxy and representing at least 25% in principal amount of the outstanding Debentures. If a quorum of the Debentureholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Debentureholders or pursuant to a request of the Debentureholders, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place to the extent possible and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Debentureholders present in person or by proxy shall, subject to the provisions of Section 12.12, constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Debentures or of the Debentures then outstanding of each especially affected series. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum is present at the commencement of business.
12.5Power to Adjourn
The chairman of any meeting at which a quorum of the Debentureholders is present may, with the consent of the holders of a majority in principal amount of the Debentures represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

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12.6Show of Hands
Every question submitted to a meeting shall, subject to Section 12.7, be decided in the first place by a majority of the votes given on a show of hands except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Debentures, if any, held by him.
12.7Poll
On every Extraordinary Resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Debentureholders or proxies for Debentureholders, a poll shall be taken in such manner and either at once or after an adjournment as the chairman shall direct. Questions other than Extraordinary Resolutions shall, if a poll be taken, be decided by the votes of the holders of a majority in principal amount of the Debentures and of each especially affected series, if applicable, represented at the meeting and voted on the poll.
12.8Voting
On a show of hands every Person who is present and entitled to vote, whether as a Debentureholder or as proxy for one or more Debentureholders or both, shall have one vote. On a poll each Debentureholder present in Person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each $1,000 principal amount of Debentures of which he or she shall then be the holder. In the case of any Debenture denominated in a currency or currency unit other than United States dollars, the principal amount thereof for these purposes shall be computed in United States dollars on the basis of the conversion of the principal amount thereof at the applicable spot buying rate of exchange for such other currency or currency unit as reported by the Bank of Canada at the close of business on the Business Day next preceding the meeting. Any fractional amounts resulting from such conversion shall be rounded to the nearest $100. A proxy need not be a Debentureholder. In the case of joint holders of a Debenture, any one of them present in Person or by proxy at the meeting may vote in the absence of the other or others but in case more than one of them be present in Person or by proxy, they shall vote together in respect of the Debentures of which they are joint holders.
12.9Proxies
A Debentureholder may be present and vote at any meeting of Debentureholders by an authorized representative. The Company (in case it convenes the meeting) or the Trustee (in any other case) for the purpose of enabling the Debentureholders to be present and vote at any meeting without producing their Debentures, and of enabling them to be present and vote at any such meeting by proxy and of lodging instruments appointing such proxies at some place other than the place where the meeting is to be held may from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters:
(a)the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any Person signing on behalf of a Debentureholder;
(b)the deposit of instruments appointing proxies at such place as the Trustee, the Company or the Debentureholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

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(c)the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, or sent by other electronic means before the meeting to the Company or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.
Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxies.
12.10Persons Entitled to Attend Meetings
The Company and the Trustee, by their respective officers, employees and directors, the Auditors of the Company and the legal advisors of the Company, the Trustee or any Debentureholder (and their legal advisors) may attend any meeting of the Debentureholders, but shall have no vote as such.
12.11Powers Exercisable by Extraordinary Resolution
(a)In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution (subject, in the case of subsections (i), (ii), (iii), (iv), (vi), (xii), (xiii) and (xiv), to applicable securities laws and regulatory requirements including the prior approval of the TSX, if required):
(i)power to authorize the Trustee to grant extensions of time for payment of any the principal and/or the interest on the Debentures, whether or not the principal and/or the interest, the payment of which is extended, is at the time due or overdue;
(ii)power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustee (subject to the prior consent of the Trustee, such consent not to be unreasonably withheld) against the Company, or against its property, whether such rights arise under this Indenture or the Debentures or otherwise;
(iii)power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Company and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;
(iv)power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Company or for the consolidation, amalgamation, arrangement, combination or merger of the Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Company or any part thereof;
(v)power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

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(vi)power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 9.1 either unconditionally or upon any condition specified in such Extraordinary Resolution;
(vii)power, subject to Section 9.5, to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal and/or the interest on the Debentures, or for the execution of any trust or power hereunder;
(viii)power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith;
(ix)power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Company;
(x)power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;
(xi)power to remove the Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture;
(xii)power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Company or of any other Person formed or to be formed;
(xiii)power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 12.11(a)(xii); and
(xiv)power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to clause 12.11(a)(x).

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12.12Meaning of "Extraordinary Resolution"
(a)The expression "Extraordinary Resolution" when used in this Indenture means, subject as hereinafter in this Article provided, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Debentureholders (including an adjourned meeting) duly convened for the purpose and held in accordance with the provisions of this Article at which the holders of not less than 25% of the principal amount of the Debentures then outstanding, are present in Person or by proxy and passed by the favourable votes of the holders of not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the meeting and voted upon on a poll on such resolution.
(b)If, at any such meeting, the holders of not less than 25% of the principal amount of the Debentures then outstanding are not present in Person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of Debentureholders, shall be dissolved but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 13.2. Such notice shall state that at the adjourned meeting the Debentureholders present in Person or by proxy shall form a quorum. At the adjourned meeting the Debentureholders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the affirmative vote of holders of not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the meeting and voted upon on a poll shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the holders of not less than 25% in principal amount of the Debentures then outstanding, are not present in Person or by proxy at such adjourned meeting.
(c)Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.
12.13Powers Cumulative
Any one or more of the powers in this Indenture stated to be exercisable by the Debentureholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Debentureholders to exercise the same or any other such power or powers thereafter from time to time.
12.14Minutes
Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Company, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Debentureholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat to have been duly passed and taken.
12.15Instruments in Writing

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All actions which may be taken and all powers that may be exercised by the Debentureholders at a meeting held as hereinbefore in this Article provided may also be taken and exercised: (i) in the case of an Extraordinary Resolution, by the holders of 66 2/3% of the principal amount of all the outstanding Debentures, by an instrument in writing signed in one or more counterparts and the expression "Extraordinary Resolution" when used in this Indenture shall include an instrument so signed; and (ii) in the case of any other resolution, by the holder of a majority of the principal amount of all outstanding Debentures, by an instrument in writing signed in one or more counterparts.
12.16Binding Effect of Resolutions
Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article at a meeting of Debentureholders shall be binding upon all the Debentureholders, whether present at or absent from such meeting, and every instrument in writing signed by Debentureholders in accordance with Section 12.15 shall be binding upon all the Debentureholders, whether signatories thereto or not, and each and every Debentureholder, the Company and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.
12.17Evidence of Rights Of Debentureholders
(a)Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Debentureholders may be in any number of concurrent instruments of similar tenor signed or executed by such Debentureholders.
(b)The Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.
Article 13
NOTICES
13.1Notice to Company
Any notice to the Company under the provisions of this Indenture shall be valid and effective if delivered or emailed to the Company at: 1100 Russell Street, Thunder Bay, Ontario, Canada P7B 5N2, Attention: Ewan Downie, Email: [Redacted - Personal Information]; or if given by registered letter, postage prepaid, to such offices and so addressed and if mailed, shall be deemed to have been effectively given three days following the mailing thereof. The Company may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Company for all purposes of this Indenture.
13.2Notice to Debentureholders
(a)All notices to be given hereunder with respect to the Debentures shall be deemed to be validly given to the holders thereof if sent by first class mail, postage prepaid, by letter or circular addressed to such holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given three days following the day of mailing. Accidental error or omission in giving notice or accidental failure to mail notice to any Debentureholder or the inability of the Company to give or mail any notice due to anything beyond the reasonable control of the Company shall not invalidate any action or proceeding founded thereon.
(b)If any notice given in accordance with the foregoing paragraph would be unlikely to reach the Debentureholders to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Company shall give such notice by publication at least once in the city of Toronto (or in such of those cities as, in the opinion of the Trustee, is sufficient in the particular circumstances), each such publication to be made in a daily newspaper of general circulation in the designated city.

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(c)Any notice given to Debentureholders by publication shall be deemed to have been given on the day on which publication shall have been effected at least once in each of the newspapers in which publication was required.
(d)All notices with respect to any Debenture may be given to whichever one of the holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders of any Persons interested in such Debenture.
13.3Notice to Trustee
Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if delivered, receipt confirmed, to the Trustee at its office in the City of Toronto, Ontario, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, Email: tmxestaff-corporatetrust@tmx.com, Attention: Vice President Trust Services and shall be deemed to have been effectively given as at the date of such receipt confirmation or if given by registered letter, postage prepaid, to such office and so addressed and, if mailed, shall be deemed to have been effectively given three days following the mailing thereof.
13.4Notice to Collateral Agent
Any notice to the Collateral Agent under the provisions of this Indenture shall be valid and effective if delivered, receipt confirmed, to the Collateral Agent at its office in the City of Toronto, Ontario, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, Email: tmxestaff-corporatetrust@tmx.com, Attention: Vice President Trust Services and shall be deemed to have been effectively given as at the date of such receipt confirmation or if given by registered letter, postage prepaid, to such office and so addressed and, if mailed, shall be deemed to have been effectively given three days following the mailing thereof.
13.5Mail Service Interruption
If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Trustee would reasonably be unlikely to reach its destination by the time notice by mail is deemed to have been given pursuant to Section 13.3 or Section 13.4, such notice shall be valid and effective only if delivered at the appropriate address in accordance with Section 13.3 or Section 13.4, as applicable.
Article 14
CONCERNING THE TRUSTEE
14.1No Conflict of Interest
The Trustee represents to the Company that to the best of its knowledge at the date of execution and delivery by it of this Indenture there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder but if, notwithstanding the provisions of this Section 14.1, such a material conflict of interest exists, or hereafter arises, the validity and enforceability of this Indenture, and the Debentures issued hereunder, shall not be affected in any manner whatsoever by reason only that such material conflict of interest exists or arises but the Trustee shall, within 90 days after ascertaining that it has a material conflict of interest, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 14.2. The Trustee also serves as the transfer agent for the Common Shares.

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14.2Replacement of Trustee
(a)The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Company 90 days' notice in writing or such shorter notice as the Company may accept as sufficient. If at any time a material conflict of interest exists in the Trustee's role as a fiduciary hereunder the Trustee shall, within 90 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 14.2. The validity and enforceability of this Indenture and of the Debentures issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Debentureholders. Failing such appointment by the Company, the retiring Trustee or any Debentureholder may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct at the Company's expense, for the appointment of a new Trustee but any new Trustee so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Debentureholders and the appointment of such new Trustee shall be effective only upon such new Trustee becoming bound by this Indenture. Any new Trustee appointed under any provision of this Section 14.2 shall be a Company authorized to carry on the business of a trust company in all of the Provinces and Territories of Canada. On any new appointment the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee.
(b)Any company into which the Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any company resulting from any merger, consolidation, sale or amalgamation to which the Trustee shall be a party, or any company which shall purchase all or substantially all of the corporate trust book of business of the Trustee, shall be the successor trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or of the Company, the Trustee ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act, and, upon receipt by the Trustee of payment in full for any outstanding charges due to it, shall duly assign, transfer and deliver all property and money held by such Trustee to the successor Trustee so appointed in its place. Should any deed, conveyance or instrument in writing from the Company be required by any new Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee, be made, executed, acknowledged and delivered by the Company.
14.3Duties of Trustee
In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.
14.4Reliance Upon Declarations, Opinions, etc.
In the exercise of its rights, duties and obligations hereunder the Trustee may, if acting in good faith, act and rely, as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of this Indenture or required by the Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with Section 14.5, if applicable, and with any other applicable requirements of this Indenture.

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The Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Trustee may act and rely on an opinion of Counsel satisfactory to the Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Company.
14.5Evidence and Authority to Trustee, Opinions, etc.
(a)The Company shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Indenture relating to any action or step required or permitted to be taken by the Company or the Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including without limitation, the certification and delivery of Debentures hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Company, forthwith if and when (a) such evidence is required by any other Section of this Indenture to be furnished to the Trustee in accordance with the terms of this Section 14.5, or (b) the Trustee, in the exercise of its rights and duties under this Indenture, gives the Company written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.
(b)Such evidence shall consist of:
(i)a certificate made by any one officer or director of the Company, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture;
(ii)in the case of a condition precedent compliance with which is, by the terms of this Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and
(iii)in the case of any such condition precedent compliance with which is subject to review or examination by auditors or accountants, an opinion or report of the Auditors of the Company whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture.
(c)Whenever such evidence relates to a matter other than the Authentication and delivery of Debentures and the satisfaction and discharge of this Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Company it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with the immediately preceding paragraph of this Section.
(d)Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in the Indenture shall include (i) a statement by the Person giving the evidence that he has read and is familiar with those provisions of this Indenture relating to the condition precedent in question, (ii) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (iii) a statement that, in the belief of the Person giving such evidence, he has made such examination or investigation as is necessary to enable him to make the statements or give the opinions contained or expressed therein, and (iv) a statement whether in the opinion of such Person the conditions precedent in question have been complied with or satisfied.

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(e)The Company shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, its certificate that the Company has complied with all covenants, conditions or other requirements contained in this Indenture, the non- compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Company shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Company or as a result of any obligation imposed by this Indenture.
14.6Officer's Certificates Evidence
Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee, if acting in good faith, may act and rely upon an Officer's Certificate.
14.7Experts, Advisers and Agent
The Trustee may:
(a)employ or retain legal counsel and advisors as may reasonably be required for the purpose of determining and discharging its duties and determining its rights under this Indenture and may act and rely on the opinion or advice of or information obtained from any legal counsel, advisors, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Company, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and shall not be responsible for any misconduct on the part of any of them and may pay proper compensation for all such legal and other advice or assistance as aforesaid. The costs of such services shall be added to and become part of the Trustee's remuneration hereunder; and
(b)employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay remuneration for all services performed for it (and shall be entitled to receive full remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Company. The Company shall pay or reimburse the Trustee for any reasonable fees, expenses and disbursements of such counsel or advisors.
14.8Trustee May Deal in Debentures
Subject to Sections 14.1 and 14.3, the Trustee may, in its personal or other capacity, buy, sell, lend upon and deal in the Debentures and generally contract and enter into financial transactions with the Company or otherwise, without being liable to account for any profits made thereby.
14.9Trustee Not Ordinarily Bound

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Except as provided in Section 9.2 and as otherwise specifically provided herein, the Trustee shall not, subject to Section 14.3, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Company of any of the obligations herein imposed upon the Company or of the covenants on the part of the Company herein contained, nor in any way to supervise or interfere with the conduct of the Company's business, unless the Trustee shall have been required to do so in writing by the holders of not less than 25% of the aggregate principal amount of the Debentures then outstanding or by any Extraordinary Resolution of the Debentureholders passed in accordance with the provisions contained in Article 12, and then only after it shall have been funded and indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing.
The Trustee is not required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and, in the absence of any such notice, the Trustee may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, debentures, covenants, agreements, or conditions contained herein.
14.10Trustee Not Required to Give Security
The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.
14.11Trustee Not Bound to Act on Company's Request
Except as otherwise specifically provided in this Indenture, the Trustee shall not be bound to act in accordance with any direction or request of the Company until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine. The Trustee shall not be bound to do or give any notice or take any act, action, proceeding for the enforcement of any of the obligations of the Company under this Indenture unless and until it shall have received a request of the Debentureholders specifying the act, action or proceeding which the Trustee is requested to take, nor shall the Trustee be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and, in the absence of any such notice, the Trustee may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, debentures, covenants, agreements, or conditions contained herein.
14.12Conditions Precedent to Trustee's Obligations to Act Hereunder
(a)The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Debentureholders hereunder shall be conditional upon the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee, its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.
(b)None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.
(c)The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Debentureholders at whose instance it is acting to deposit with the Trustee the Debentures held by them for which Debentures the Trustee shall issue receipts.

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(d)No duty shall rest with the Trustee to determine compliance of the transferor or transferee with applicable securities laws, and the Trustee shall be entitled to assume that all transfers are legal and proper.
14.13Limitation of Trustee Liability
(a)No duty shall rest with the Trustee to determine compliance of the transferor or transferee with Applicable Securities Legislation. The Trustee shall be entitled to assume that all transfers of Debentures are legal and proper.
(b)Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture or the Debenture Certificates (except the representation contained in Section 14.1 or in the certificate of the Trustee on the Debenture Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Company.
(c)Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.
(d)The Trustee shall not be appointed receiver or receiver manager of the assets of the Company.
(e)The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Company of any of the covenants herein contained or of any acts of any directors, officers, employees, trustees or servants of the Company.
(f)The Trustee shall retain the right not to act and shall not be liable for refusing to act if, the Trustee, due to a lack of information or instructions, or otherwise in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to the terms of this Indenture or the law or regulation of any jurisdiction or any order or directive of any court, governmental agency or other regulatory body;
14.14Authority to Carry on Business
The Trustee represents to the Company that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in each of the provinces and territories of Canada but if, notwithstanding the provisions of this Section 14.14, it ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the securities issued hereunder shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any of the provinces of Canada, either become so authorized or resign in the manner and with the effect specified in Section 14.2.
14.15Compensation and Indemnity
(a)The Company shall pay to the Trustee from time to time compensation for its services hereunder as agreed separately by the Company and the Trustee, and shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under this Indenture shall be finally and fully performed. Any fees and expenses of the Trustee in connection herewith shall be paid by the Company within 30 days of issuance of an invoice therefor and, if not so paid, shall bear interest at a rate per annum to the then-current rate of interest charged by the Trustee to its corporate clients. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust.

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(b)The Company hereby indemnifies and saves harmless the Trustee, its directors, officers, employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively in this and the next paragraph the "Indemnified Parties") against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor and client basis, arising from or in connection with any actions or omissions that the Trustee or they take pursuant to this Indenture, or is taken on advice and instructions given to the Trustee or them by the Company, or the Company's representatives, including the Company's legal counsel, or counsel consulted by the Trustee or them, and including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities of the Indemnified Parties to third parties (including Governmental Authorities) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a result of:
(i)the administration of the trust created hereby; or
(ii)the exercise by the Trustee of any rights hereunder;
which result from or relate, directly or indirectly, to the breach or alleged breach of any Environmental Laws by the Company. For purposes of the previous paragraph, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. This indemnity shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.
(c)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including but not limited to, loss of profit) irrespective of whether the Trustee was advised of the likelihood of such loss or damage and regardless of the form of action.
14.16Acceptance of Trust
The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various Persons who shall from time to time be Debentureholders, subject to all the terms and conditions herein set forth.

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14.17Third Party Interests
Each party to this Indenture (in this paragraph referred to as a "representing party") hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Indenture, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Trustee a declaration, in the Trustee's prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.
14.18Anti-Money Laundering
The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in noncompliance with any applicable anti-money laundering or anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti- terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days' prior written notice sent to the Company provided that (i) the Trustee's written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Trustee's satisfaction within such 10-day period, then such resignation shall not be effective.
14.19Privacy Laws
(a)The parties acknowledge that the Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:
(i)to provide the services required under this Indenture and other services that may be requested from time to time;
(ii)to help the Trustee manage its servicing relationships with such individuals;
(iii)to meet the Trustee's legal and regulatory requirements; and
(iv)if Social Insurance Numbers are collected by the Trustee, to perform tax reporting and to assist in verification of an individual's identity for security purposes.
(b)Each party acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Trustee shall make available on its website or upon request, including revisions thereto. The Trustee may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.
14.20Force Majeure
No party shall be liable to the others, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures).

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Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 14.20.
14.21Tax Reports
The Trustee shall not be responsible for the preparation or filing of any reports or returns relating to federal, state, provincial or local income taxes with respect to this Indenture, other than in respect of the Trustee's compensation or for reimbursement of expenses.
Article 15
SUPPLEMENTAL INDENTURES
15.1Supplemental Indentures
(a)Subject to regulatory approvals, from time to time the Trustee and, when authorized by a resolution of the directors of Company, the Company, may, and they shall when required by this Indenture, execute, acknowledge and deliver by their proper officers deeds or indentures supplemental hereto which thereafter shall form part hereof, for any one or more of the following purposes:
(i)adding to the covenants of the Company herein contained for the protection of the Debentureholders, or of the Debentures of any series, or providing for events of default, in addition to those herein specified;
(ii)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be prejudicial to the interests of the Debentureholders;
(iii)evidencing the succession, or successive successions, of others to the Company and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;
(iv)giving effect to any Extraordinary Resolution passed as provided in Article 12; and
(v)for any other purpose not inconsistent with the terms of this Indenture.
(b)Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the case may be, by Extraordinary Resolution, the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Company and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or the issuance of Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Company and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any indenture

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supplemental hereto or any Written Direction of the Company providing for the issue of Debentures, provided that in the opinion of the Trustee (relying upon an opinion of Counsel) the rights of the Debentureholders are in no way prejudiced thereby.
Article 16
EXECUTION AND FORMAL DATE
16.1Execution
This Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.
16.2Formal Date
For the purpose of convenience this Indenture may be referred to as bearing the formal date of February 22, 2023 irrespective of the actual date of execution hereof.

[Remainder of page intentionally left blank. Signature page follows.]


IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf.
i-80 GOLD CORP.
By:
  (signed) "Ryan Snow"
Authorized Signing Officer

TSX TRUST COMPANY
By:
  (signed) "Dalisha Dyal"
Authorized Signatory
By:
  (signed) "Donald Crawford"
Authorized Signatory

[Signature Page to the Debenture Indenture]

Schedule "A" FORM OF DEBENTURE i-80 GOLD CORP.
[DEBENTURES LEGEND]
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 23, 2023.
[Note: For Debentures issued to a U.S. Purchaser, this certificate will bear the following legend:
THE SECURITIES REPRESENTED HEREBY [IN THE CASE OF DEBENTURES: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF i-80 GOLD CORP. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY: (1) RULE 144 THEREUNDER, IF AVAILABLE; OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.]


2
No. ●    $●
i-80 GOLD CORP.
(A corporation existing under the laws of the Province of British Columbia)
8.00% SECURED CONVERTIBLE DEBENTURE
DUE February 22, 2027
(the "Corporation") for value received hereby acknowledges itself indebted and, subject to the provisions of the Convertible Debenture Indenture (the "Indenture") dated as of February 22, 2023 between the Corporation and TSX TRUST COMPANY (the "Trustee"), promises to pay to _______________, the registered holder hereof on February 22, 2027 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the "Maturity Date") the principal sum of ● Dollars ($●) in lawful money of the United States on presentation and surrender of this Debenture at the office of the Trustee in Toronto, Ontario in accordance with and subject to the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, at the rate of 8.00% per annum (based on a year of 365 days), which shall be capitalized quarterly and payable on the Maturity Date; provided on the occurrence of an Event of Default, interest shall accrue at rate of 10.50%, compounded quarterly. For certainty, no cash interest payments are payable until the Maturity Date.
This initial debenture is one of the 8.00% Secured Convertible Debentures due 2027 (referred to herein as the "Debentures") of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $65,000,000 in lawful money of the United States, in connection with the Offering. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are or are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Debenture by acceptance hereof assents.
The Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.
Subject to the terms and conditions of the Indenture, the outstanding principal amount of the Debentures shall be repaid by the Company to the Debentureholders on the Maturity Date with a payment equal to 100% of the outstanding principal sum.
The Company shall satisfy its Interest Obligation on the Debentures on the Interest Payment Date (including, for greater certainty, following conversion or upon maturity) by delivering cash to the Trustee. Notwithstanding the foregoing, the Debentureholders shall have the option to elect to convert all or any portion of the accrued and unpaid interest, including, for greater certainty, any interest earned on interest previously accrued and added to the outstanding principal amount of Debentures, into Common Shares at a conversion price equal to the lesser of (i) the Conversion Price, or (ii) the Current Market Price for Interest at the time of the conversion of such amounts owing, subject in each case to the approval of the applicable Stock Exchange.

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Any part, being $1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Toronto, Ontario, at any time following the Issue Date and prior to the close of business on the Business Day preceding the Maturity Date or, if called for repurchase pursuant to a Change of Control on the last Business Day immediately prior to the payment date, into common shares of the Corporation ("Common Shares") (without adjustment, except as otherwise described in the Indenture) at a conversion price of $3.38 per Common Share (the "Original Conversion Price"), all subject to the terms and conditions and in the manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion. If a Debenture is surrendered for conversion on the Interest Payment Date, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following the Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant interest record date.
Upon the occurrence of a Change of Control, the holders of the Debentures shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the "Change of Control Purchase Option") at a price equal to 104% of the principal amount thereof plus accrued and unpaid interest on such principal up to (but excluding) the date the Debentures are so repurchased. If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been surrendered for purchase pursuant to the Change of Control Purchase Option, the Corporation has the right to redeem all the remaining outstanding Debentures on the same date and at the same price.
The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures, are direct, senior unsecured obligations of the Company ranking pari passu with all other current and future senior debt and other liabilities of the Company, and effectively subordinated to all current and future secured debt and other liabilities of the Company. The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures will be guaranteed by the Limited Recourse Guarantor with recourse limited to a pledge of all present and future shares issued by the Guarantor. The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures will be guaranteed by the Guarantor, and such guarantee shall be secured by a first ranking security interest in and to all of the Guarantor's present and future real and personal property, including the Project.
The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder (or in certain circumstances specific series of Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Debenture or the Indenture.
The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Debenture.
This Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal offices of the Trustee in the City of Toronto and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate.

4
No transfer of this Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Debenture for cancellation. Thereupon a new Debenture or Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.
These Debentures and the Common Shares underlying these Debentures have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state of the United States. Such securities may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. Persons except in limited circumstances contemplated in the Indenture. If the certificate representing these Debentures contains a U.S. restrictive legend, then the certificates representing the Common Shares underlying these Debentures shall bear the same U.S. restrictive legend on such certificates.
This Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.
Capitalized words or expressions used in this Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Debenture and the Indenture, the terms of the Indenture shall govern.


5
IN WITNESS WHEREOF, i-80 GOLD CORP. has caused this Debenture to be signed by its authorized representative as of February 22, 2023.
i-80 GOLD CORP.
By:
Name:    
Title:    



6
TRUSTEE'S CERTIFICATE
This Debenture is one of the 8.00% Secured Convertible Debentures due February 22, 2027 referred to in the Indenture within mentioned.
Dated: February 22, 2023.
TSX TRUST COMPANY, as Trustee Toronto, Ontario, Canada
By:
Authorized Signatory

Countersigned this _______ day of ________________, 2023



Schedule "B"

FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________, whose address and social insurance number, if applicable, are set forth below, this Debenture (or $ principal amount hereof*) of i-80 GOLD CORP. (the "Corporation") standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and does hereby irrevocably authorize and direct the transfer of such Debenture in such register, with full power of substitution in the premises.
Dated:        
Address of Transferee:        
     (Street Address, City, Province and Postal Code)    
Social Insurance Number of Transferee, if applicable:        
*If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange pursuant to your election to pursue the Change of Control Purchase Option, in which case such Debenture is transferable only in its entirety) to be transferred.
1.In the case of Restricted Debentures, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):
☐(A)    the transfer is being made to the Corporation;
☐(B)    the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with any applicable local securities laws and regulations, and the holder has provided herewith a certificate in the form of Schedule "D" to the Indenture,
☐(C)    the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Exchange Act provided by (i) Rule 144 under the U.S. Securities Act, if available, or (ii) Rule 144A under the U.S. Securities Act, if available, and in accordance with applicable state securities laws, or
☐(D)    the transfer is being made in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws.
2.In the case of a transfer in accordance with (C)(i) or (D) above, the Trustee and the Corporation shall first have received an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation and to such effect. The transferee shall receive Restricted Debentures unless the transfer is in accordance with (B) or (C)(i) above, or unless the transferor delivers to the Corporation and the Trustee an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Trustee and the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

2
3.The registered holder of these Debentures is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of these Debentures.
4.In the case of Unrestricted Debentures, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of such securities is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Trustee an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. If such Debenture is transferred to, or for the account of benefit of, a U.S. Person or a person in the United States, the certificate representing these Debentures will bear a U.S. restrictive legend restricting the transfer of such securities under applicable U.S. federal and state securities laws.
☐    If transfer is to a U.S. Person or a person in the United States, check this box.

DATED this _______ day of ________________, 20____.
SPACE FOR GUARANTEES OF )
SIGNATURES (BELOW) )
)
)
) Signature of Transferor
)
)
Guarantor's Signature/Stamp ) Name of Transferor
)

REASON FOR TRANSFER – For US Citizens or Residents only (where the individual(s) or corporation receiving the securities is a US citizen or resident). Please select only one (see instructions below).
☐ Gift    ☐ Estate    ☐ Private Sale    ☐ Other (or no change in ownership)
image_012.jpg


3
CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY
The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent's then-current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):
☐    Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words "Medallion Guaranteed", with the correct prefix covering the face value of the certificate.
☐    Canada: A Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.
☐    Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.
OR
The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED", "MEDALLION GUARANTEED" OR "SIGNATURE & AUTHORITY TO SIGN GUARANTEE", all in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer with a "MEDALLION GUARANTEED" Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.
REASON FOR TRANSFER – FOR US CITIZENS OR RESIDENTS ONLY
Consistent with U.S. IRS regulations, TSX Trust Company is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized but, rather, the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).


4
ANNEX A TO FORM OF TRANSFER
1.The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b) OR (c) OR (d)]
(a)☐    a Restricted Uncertificated Debenture CUSIP
(b)☐    an Unrestricted Uncertificated Debenture CUSIP
(c)☐    a Restricted Physical Debenture
(d)☐    an Unrestricted Physical Debenture
after the Transfer the Transferee will hold:
[CHECK ONE OF (e) OR (f) OR (g) OR (h)]
(e)☐    a Restricted Uncertificated Debenture CUSIP
(f)☐    an Unrestricted Uncertificated Debenture CUSIP
(g)☐    a Restricted Physical Debenture
(h)☐    an Unrestricted Physical Debenture in accordance with the terms of the Indenture.



Schedule "C"

CONVERSION FORM
TO:    i-80 GOLD CORP.
c/o TSX Trust Company
100 Adelaide Street West, Suite 301
Toronto, Ontario M5H 4H1
The undersigned holder of the within Debentures hereby irrevocably elects to convert his or her Debentures of i-80 Gold Corp. (the "Company") (or $___________ principal amount thereof*) into Common Shares of the Company at the Conversion Price referred to in the attached Debenture Certificate (or such other applicable Conversion Price in effect from time to time) on the terms and conditions set forth in such certificate and the Indenture.
*    If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof).
If the certificate representing these Debentures contains a U.S. restrictive legend (a Restricted Physical Debenture or a Restricted Uncertificated Debenture), then the certificates representing the Common Shares underlying these Debentures shall bear the same U.S. restrictive legend on such certificates.
Once completed and executed, this Exercise Form must be mailed or delivered to i-80 GOLD CORP. c/o TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, Attention: Corporation Actions.
DATED this _______ day of ________________, ______.
)
)
)
)
Witness ) Signature of Debentureholder, to be same as
) appears on the face of this Debenture Certificate
)
)
) Name of Registered Debentureholder
)

[    ]    Please check this box if the securities are to be delivered at the office where these Debentures are surrendered, failing which the securities will be mailed.



Schedule "D"

FORM OF DECLARATION FOR REMOVAL OF LEGEND
TO:    i-80 GOLD CORP.
c/o TSX Trust Company
100 Adelaide Street West, Suite 301
Toronto, Ontario M5H 4H1
The undersigned (a) acknowledges that the sale of convertible debentures of i-80 GOLD CORP. (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) certifies that (1) the undersigned is not an "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation (other than an officer or director of the Corporation who is an affiliate solely by virtue of holding such position), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.
Dated:    
By:
Name:    
Title:    


EX-4.3 5 ex43i-80supplementalindent.htm EX-4.3 Document

Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE TO CONVERTIBLE DEBENTURE INDENTURE
This First Supplemental Indenture is entered into as of the 28th day of February, 2025.
AMONG:
i-80 GOLD CORP., a corporation existing under the laws of the Province of British Columbia
(the "Company")
- and -
TSX TRUST COMPANY, a trust company existing under the laws of Canada
(the "Trustee")
RECITALS:
WHEREAS the Company entered into a convertible debenture indenture (the “Indenture”) with the Trustee dated as of February 22, 2023, pursuant to which the Company issued US$65,000,000 aggregate principal amount of 8.00% secured convertible debentures (the “Debentures”) to certain investors (the “Debentureholders”);
AND WHEREAS pursuant to Section 12.11(a)(x) of the Indenture, the Debentureholders have the power, exercisable from time to time by Extraordinary Resolution (as defined in the Indenture), to appoint a committee with power and authority to exercise, and to direct the Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution;
AND WHEREAS pursuant to Section 12.11(a)(v) of the Indenture, the Debentureholders have the power, exercisable from time to time by Extraordinary Resolution, to direct the Trustee to exercise any power, right, remedy or authority given by the Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
AND WHEREAS the Committee (as defined below) provided the Trustee and the Company with a copy of a written consent resolution of certain Debentureholders (the “Committee Resolution”) dated effective as of October 15, 2024 (the “Effective Date”) which provided that pursuant to Section 12.11(a)(x) and Section 12.15 of the Indenture, Debentureholders holding not less than 66 2/3% of the principal amount of the Debentures outstanding as of the Effective Date approved the appointment of a committee of Debentureholders (the "Committee") comprised of Bradley J. Shisler and Francois du Toit;
AND WHEREAS the Committee Resolution empowered and authorized the Committee to exercise all of the powers of the Debentureholders exercisable by Extraordinary Resolution, including without limitation and in all cases as the Committee may determine in its sole discretion, the powers to (a) sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Company or the Trustee (subject to the prior consent of the Trustee) and (b) assent to any modification of or change in or addition to or omission from the provisions contained in the Indenture or any Debenture which shall be agreed to by the Company and to authorize the Trustee to concur in and execute any indenture supplemental to the Indenture embodying any modification, change, addition or omission;

2

AND WHEREAS pursuant to sections 12.11(a)(ii) and 12.11(a)(iii) of the Indenture, the Debentureholders have the powers, exercisable by Extraordinary Resolution, to (a) sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Company and (b) assent to any modification of or change in or addition to or omission from the provisions contained in the Indenture or any Debenture which shall be agreed to by the Company and to authorize the Trustee to concur in and execute any indenture supplemental to the Indenture embodying any modification, change, addition or omission;
AND WHEREAS the Committee has provided the Company and the Trustee with a copy of an Extraordinary Resolution approved by the Committee, acting on behalf of the Debentureholders, by instrument in writing effective as of February 28, 2025, to, among other things, approve certain amendments to the Indenture and to authorize and to direct the Trustee to enter into and execute this First Supplemental Indenture in order to give effect to such amendments (the "Amending Resolution");
AND WHEREAS Section 15.1(a)(iv) of the Indenture provides that the Trustee and the Company may enter into supplemental indentures from time to time to give effect to any Extraordinary Resolution passed as provided in Article 12 of the Indenture;
AND WHEREAS the Company and the Trustee are entering into this First Supplemental Indenture pursuant to the Indenture in order to give effect to the Amending Resolution delivered to the Trustee and to amend the Indenture on the terms set out in herein;
AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Company and not by the Trustee.
FOR VALUE RECEIVED, the parties agree as follows:
Article 1
DEFINITIONS AND INTERPRETATION
1.1Definitions
In this First Supplemental Indenture, except as otherwise defined herein or unless there is something in the subject matter or context inconsistent therewith, all terms defined in the Indenture and used but not defined in this First Supplemental Indenture (including the recitals hereto) shall have the meanings specified in the Indenture.
1.2Interpretation
This First Supplemental Indenture shall, unless otherwise required, be subject to the interpretation provisions contained in Section 1.3 of the Indenture.

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Article 2
AMENDMENTS TO THE INDENTURE
2.1Amendments
(a)The definition of "Common Share Interest Conversion Price" is amended by deleting the definition in its entirety and replacing it with the following:
"Common Share Interest Conversion Price" means a conversion price equal to the greater of (x) 85% of the average closing price of the Common Shares as measured in U.S. dollars on the NYSE American during the ten (10) Business Days immediately preceding the date of the Common Share Interest Payment Election Notice, and (y) the VWAP of the Common Shares on TSX during the five trading days immediately preceding the date of the Common Share Interest Payment Election Notice, less a discount of 15%, converted into U.S. dollars at the Bank of Canada rate on such date;
(b)The definition of "Current Market Price for Interest" is deleted in its entirety.
(c)The definition of "Holders Share Interest Conversion Price" is amended by deleting the definition in its entirety and replacing it with the following:
"Holders Share Interest Conversion Price" means a conversion price equal to the VWAP of the Common Shares on TSX during the five trading days immediately preceding the date of the Holders Share Interest Election Notice, less a discount of 15%, converted into U.S. dollars at the Bank of Canada rate on such date;
(d)The definition of "Permitted Debt" is amended inserting the words “, subject, to the extent any such Debt is secured, to Section 8.13(e) of this Indenture” at the end of section (xiii) of such definition;
(e)The definition of "Permitted Encumbrances" is amended by inserting the words “(including, without limitation, Section 8.13(e))” after the words “this Indenture” in section (xviii) of such definition;
(f)The Indenture is amended by adding a new Sections 1.1(pppp)(A), 1.1(pppp)(B) and 1.1 (pppp)(C) after Section 1.1(pppp) as follows:
(pppp)(A) "Mandatory Redemption Date" has the meaning ascribed thereto in Section 4(A).3;
(pppp)(B) "Mandatory Redemption Notice" has the meaning ascribed thereto in Section 4(A).3;
(pppp)(C) "Mandatory Redemption Price" means a price, payable in cash, in an amount equal to 104.0% of the principal amount of a Debenture (such principal amount being the original principal amount plus any capitalized interest) plus accrued and unpaid interest thereon up to (but excluding) the Mandatory Redemption Date;
(g)Section 1.17 of the Indenture is amended by deleting Section 1.17 in in its entirety and replacing it with the following:
The Company shall be responsible for making all calculations called for hereunder including, without limitation, calculations of the Conversion Price and the Current Market Price.

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The Company shall make such calculations in good faith and, absent manifest error, the Company's calculations shall be final and binding on holders and the Trustee. The Company will provide a schedule of its calculations to the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.
(h)The first paragraph of Section 2.1(f) of the Indenture is amended by deleting the first paragraph of Section 2.1(f) in its entirety and replacing it with the following:
(i)In accordance with and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right at such holder's option, at any time and from time to time following the Issue Date and prior to 5:00 p.m. (Eastern time) on the earliest of: (i) the Business Day immediately preceding the Maturity Date (the "Time of Expiry"); (ii) if any Debentures are subject to repurchase in accordance with the terms hereof, with respect to such repurchased Debentures only, the last Business Day immediately preceding the payment date applicable to such repurchase; (iii) the Business Day immediately preceding the Mandatory Redemption Date; and (iv) the date of repayment in full of the aggregate principal amount of Debentures and all accrued and unpaid interest thereon, subject to the satisfaction of certain conditions set forth herein, to convert all or any portion, being at a minimum $1,000 or an integral multiple thereof, of the principal amount Debentures into Conversion Shares at the Conversion Price in effect on the Date of Conversion.
(j)The Indenture is amended by adding a new Section 2.1(i) after Section 2.1(h) as follows:
The Debentures will be redeemable in accordance with the terms of Article 4(A). At any time prior to the Maturity Date, the Debentures may be redeemed at the option of the Company in whole (but not in part) from time to time on notice as provided for in Section 4(A).3 at the Mandatory Redemption Price. The Mandatory Redemption Notice for the Debentures shall be substantially in the form of Schedule "E" attached hereto.
(k)The Indenture is amended by adding a new Article 4(A) after Article 4 as set forth in Appendix "A" to this First Supplemental Convertible Debenture Indenture.
(l)Section 8.13(e) of the Indenture is amended by deleting Section 8.13(e) in its entirety and replacing it with the following:
issue more than US$100,000,000 of additional secured debt secured against the Project Property and any such security shall rank subordinate to the security granted by the Limited Recourse Guarantor and the Guarantor as contemplated in this Indenture;
(m)Section 10.4 of the Indenture is amended by deleting Section 10.4 in in its entirety and replacing it with the following:
The Trustee shall at the written request and expense of the Company release and discharge this Indenture and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Company from its covenants herein contained (other than the provisions relating to the indemnification of the Trustee), upon proof being given to the reasonable satisfaction of the Trustee that the principal of and interest (including interest on amounts in default, if any), on all the Debentures and all other monies payable hereunder have been paid or satisfied or that all the Debentures having matured or having been duly called for redemption, payment of the principal of and interest (including interest on amounts in default, if any) on such Debentures and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions hereof;

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(n)Section 10.5(a)(i) of the Indenture is amended by deleting Section 10.5(a)(i) in its entirety and replacing it with the following:
the Company has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal and interest to maturity, or any repayment date or Mandatory Redemption Date or any Change of Control Purchase Date or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;
(o)Schedule "A" – Form of Debenture to the Indenture is amended by deleting the fifth paragraph beginning on page A-2 and continuing onto page A-3 in its entirety and replacing it with the following:
The Company shall satisfy its Interest Obligation on the Debentures on the Interest Payment Date (including, for greater certainty, following conversion or upon maturity) by delivering cash to the Trustee. Notwithstanding the foregoing, the Debentureholders shall have the option to elect to convert all or any portion of the accrued and unpaid interest, including, for greater certainty, any interest earned on interest previously accrued and added to the outstanding principal amount of Debentures, into Common Shares at the Holders Share Interest Conversion Price.
(p)Schedule "A" – Form of Debenture to the Indenture is further amended by adding the following as a new eighth (8th) paragraph immediately following the seventh (7th) paragraph that begins with the sentence “Upon the occurrence of a Change of Control, the holders of the Debentures shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures…”:
The Debentures will be redeemable in accordance with the terms of the Indenture. At any time prior to the Maturity Date, subject to any prior redemption thereof, the Debentures may be redeemed at the option of the Company in whole (but not in part) from time to time on notice as provided for in the Indenture at the Mandatory Redemption Price.
(q)The Indenture is amended by adding a new Schedule "E" – Mandatory Redemption Notice after Schedule "D" – Form of Declaration for Removal of Legend as set forth in Appendix "B" to this First Supplemental Convertible Debenture Indenture.
2.2Inconsistency
In the case of any conflict or inconsistency between this Article 2 and any other provision of the Indenture or this First Supplemental Indenture, Article 2 of this First Supplemental Indenture shall govern and prevail.

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Article 3
REPRESENTATIONS
3.1Representations of the Company
The Company represents and warrants to the Trustee and the Debentureholders as follows:
(a)the Company has the power and capacity to execute, deliver and carry out the terms and provisions of this First Supplemental Indenture and to consummate the transactions contemplated hereby;
(b)this First Supplemental Indenture has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms;
(c)there is no requirement to obtain any consent, approval or waiver of any person for the Company to enter into and perform its obligations under this First Supplemental Indenture, other than an Extraordinary Resolution in accordance with the Indenture and the approval of the Trustee, the Toronto Stock Exchange and/or or the NYSE American; and
(d)no Default or Event of Default has occurred and is continuing.
Article 4
ADDITIONAL MATTERS
4.1Confirmation of Indenture
On the date hereof, the Indenture shall be supplemented in accordance with this First Supplemental Indenture, and this First Supplemental Indenture shall form part of the Indenture for all purposes, and the holder of every Debenture heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture, as supplemented by this First Supplemental Indenture, shall remain in full force and effect as supplemented by this First Supplemental Indenture and is in all respects confirmed.
4.2No Other Amendment
Except as expressly provided herein, this First Supplemental Indenture shall not constitute an amendment, waiver, consent or release with respect to any provision of the Financing Documents, a waiver of any breach of representation and warranty, breach of covenant, or any Default or Event of Default thereunder, or a waiver or release of the rights or remedies of the Trustee, the Collateral Agent or the Debentureholders, all of which are expressly reserved, and no delay on the part of the Trustee, the Collateral Agent or the Debentureholders in exercising any such rights or remedies, shall be construed as a waiver of any such rights or remedies.
4.3Governing Law
This First Supplemental Indenture shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract and with respect to any suit, action or proceedings relating to this First Supplemental Indenture the Company, the Trustee and each holder irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

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4.4Further Assurances
The Company hereby covenants and agrees that it will at all times do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, transfers, assignments and assurances as are required, or as the Trustee, the Collateral Agent or the Committee may reasonably require, for the better accomplishing and effectuating the purpose of this First Supplemental Indenture.
4.5Counterparts
This First Supplemental Indenture may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
[Remainder of page intentionally left blank. Signature page follows.]


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IN WITNESS WHEREOF the parties hereto have executed this First Supplemental Indenture under the hands of their proper officers in that behalf.
i-80 GOLD CORP.
By: (signed) "Ryan Snow"
Authorized Signatory

TSX TRUST COMPANY
By: (signed) "Donald Crawford"
Authorized Signatory
By: (signed) "Nirosan Vinayakamoorthy"
Authorized Signatory


APPENDIX "A"
NEW ARTICLE 4(A)
ARTICLE 4(A)
REDEMPTION AND PURCHASE OF DEBENTURES AT ELECTION OF COMPANY
Article 1
Article 2
Article 3
Article 4
4(A).1Applicability of Article
Subject to regulatory approval, Section 2.1(i) and the provisions relating to the Debentures (including conversion thereof), the Company shall have the right at its option to redeem all of the Debentures (but not in part) at any time before maturity, by payment of money, any Debentures issued hereunder which by their terms are made so redeemable (subject, however, to any applicable restriction on the redemption of Debentures) at such rate or rates of premium, if any, and on such date or dates and in accordance with such other provisions as shall have been determined at the time of issue of such Debentures and as shall have been expressed in this Indenture and in the Debentures.
4(A).2Notice of Mandatory Redemption
Notice of redemption (the "Mandatory Redemption Notice") of the Debentures shall be given to the holders of the Debentures so to be redeemed, with a copy to the Trustee, not more than 60 days nor less than 30 days prior to the date fixed for redemption (the "Mandatory Redemption Date") in the manner provided in Section 13.2. Every such notice shall specify the aggregate principal amount of Debentures called for redemption (being all of the Debentures Outstanding on the Mandatory Redemption Date), the Mandatory Redemption Date, the Mandatory Redemption Price and the places of payment and shall state that interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Mandatory Redemption Date, unless such sums of money as may be sufficient to pay the Mandatory Redemption Price of the Debentures have not been deposited with the Trustee or any paying agent to the order of the Trustee by wire transfer or certified cheque on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Mandatory Redemption Date in accordance with Section 4(A).4.
4(A).3Debentures Due on Mandatory Redemption Dates
Notice having been given as aforesaid, subject to any conversion prior to the Mandatory Redemption Date, all the Debentures Outstanding on the Mandatory Redemption Date shall thereupon be and become due and payable at the Mandatory Redemption Price on the Mandatory Redemption Date, in the same manner and with the same effect as if it were the date of maturity specified in such Debentures, anything therein or herein to the contrary notwithstanding, and from and after such Mandatory Redemption Date, if the monies necessary to redeem such Debentures shall have been deposited as provided in Section 4(A).4 and affidavits or other proof satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest upon the Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

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For certainty, each Debentureholder shall also have the right, exercisable in its sole discretion, to exercise the Holders Share Interest Payment Right by delivering to the Company (with a copy to the Trustee) a Holders Share Interest Election Notice confirming its election to receive Common Shares for the interest not less than 15 days prior to the Mandatory Redemption Date and otherwise complying with the terms and conditions set forth in the Indenture in respect of the Holders Share Interest Payment Right.
4(A).4Deposit of Redemption Monies
Redemption of Debentures shall be provided for by the Company depositing with the Trustee or any paying agent to the order of the Trustee by wire transfer, on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Mandatory Redemption Date specified in such notice, such sums of money as may be sufficient to pay the Mandatory Redemption Price of the Debentures, provided the Company may elect to satisfy this requirement by providing the Trustee with a certified cheque for such amounts required under this Section 4(A).5 postdated to the Mandatory Redemption Date. The Company shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such redemption. Such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, upon surrender of such Debentures, the principal, premium and interest to which they are respectively entitled on redemption.
4(A).5Failure to Surrender Debentures
In case the holder of any Debenture so called for redemption shall fail on or before the Mandatory Redemption Date to so surrender such holder's Debenture, or shall not within such time accept payment of the redemption monies payable, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and, to that extent, the Debenture shall thereafter not be considered as outstanding hereunder and the Debentureholder shall have no other right except to receive payment out of the monies so paid and deposited to satisfy the Mandatory Redemption Price, upon surrender and delivery of such holder's Debenture. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of four years from the Mandatory Redemption Date, then such monies shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Company on its demand, and thereupon the Trustee shall not be responsible to Debentureholders for any amounts owing to them and subject to applicable law, thereafter the holder of a Debenture in respect of which such money was so repaid to the Company shall have no rights in respect thereof except to obtain payment of the money due from the Company, subject to any limitation period provided by the laws of Ontario.
4(A).6Cancellation of Debentures Redeemed
All Debentures redeemed and paid under this Article 4(A) shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution therefore.




APPENDIX "B"
NEW SCHEDULE "E"
SCHEDULE "E"
MANDATORY REDEMPTION NOTICE
To:     Holders of 8.00% Secured Convertible Debentures due 2027 (the "Debentures") of i-80 Gold Corp. (the "Company")
And to: TSX Trust Company (the “Trustee”)
Note:    All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.
Notice is hereby given pursuant to Section 4(A).3 of the convertible debenture indenture dated as of February 22, 2023 between the Company and the Trustee, as supplemented by the First Supplemental Convertible Debenture Indenture dated as of February 28, 2025 (collectively, the "Indenture") that, subject to any prior conversion thereof, all of the Debentures outstanding on [●] (the "Mandatory Redemption Date") will be redeemed on the Mandatory Redemption Date upon payment of a redemption amount equal to (i) 104.0% of the principal amount of the Debentures (such principal amount being the original principal amount plus any capitalized interest) and (ii) all accrued and unpaid interest hereon up to but excluding the Mandatory Redemption Date calculated in accordance with the Indenture (collectively, the "Mandatory Redemption Price").
The Mandatory Redemption Price will be payable in cash upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:
TSX Trust Company
100 Adelaide Street West, Suite 301
Toronto, Ontario M5H 4H1
Attention:    Corporate Actions
The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Mandatory Redemption Date, unless such sums of money as may be sufficient to pay the Mandatory Redemption Price of the Debentures have not been deposited with the Trustee or any paying agent to the order of the Trustee by wire transfer or certified cheque on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Mandatory Redemption Date in accordance with Section 4(A).4 of the Indenture.
DATED:

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i-80 GOLD CORP.
Per:
(Authorized Director or Officer)

CAN_DMS: \1009569588
EX-10.1 6 ex101i-80convertibledebtar.htm EX-10.1 Document
Execution Version

Exhibit 10.1
AMENDED AND RESTATED CONVERTIBLE CREDIT AGREEMENT
between
i-80 GOLD CORP.
as Borrower
– and –
PREMIER GOLD MINES USA, INC.
OSGOOD MINING COMPANY, LLC
RUBY HILL MINING COMPANY, LLC
as Guarantors
– and –
OMF FUND III (F) LTD.
AND THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME
as Lenders
– and –
OMF FUND III (F) LTD.
as Administrative Agent
January 15, 2025



TABLE OF CONTENTS

Page



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AMENDED AND RESTATED CONVERTIBLE CREDIT AGREEMENT
THIS AMENDED AND RESTATED CONVERTIBLE CREDIT AGREEMENT is made as of the 15th day of January, 2025,
B E T W E E N:
i-80 GOLD CORP., a corporation incorporated under the laws of British Columbia, as Borrower
– and –
PREMIER GOLD MINES USA, INC., a corporation incorporated under the laws of the State of Delaware, as Premier Gold
– and –
OSGOOD MINING COMPANY, LLC, a limited liability company existing under the laws of the State of Nevada, as Granite Creek Owner
– and –
RUBY HILL MINING COMPANY, LLC, a limited liability company existing under the laws of the State of Nevada, as Ruby Hill Owner
– and –
OMF FUND III (F) LTD., and the other lenders party hereto from time to time, as lenders
– and –
OMF FUND III (F) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
RECITALS:
A.The Lenders made the Facility available to the Borrower pursuant to the terms of that certain convertible credit agreement dated as of December 13, 2021 (the “Original Convertible Credit Agreement”); and
B.The Borrower and the Lenders have agreed to amend the terms of the Original Convertible Credit Agreement pursuant to the terms and conditions set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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Article 1
INTERPRETATION
1.1Definitions.
For the purposes of this Agreement:
1.1.1“Abandonment Property” has the meaning attributed to such term in the Stream Agreement.
1.1.2“Aboriginal” means any indigenous and/or aboriginal person(s), tribe(s) and/or band(s).
1.1.3“Aboriginal Claims” means any claims, assertions or demands, written or oral, whether proven or unproven, made by any Aboriginal, or any representatives thereof, in respect of asserted or proven Aboriginal rights, Aboriginal title, treaty rights or any other Aboriginal interest in, to or affecting all or any portion of the Projects or the Project Real Property.
1.1.4“Aboriginal Information” means any and all written and material oral communications and documentation, including electronic or other form related to any Aboriginal Claims, or any Governmental Body, or representatives thereof, in respect of any matter, including the issuance of required permits, licences and other governmental authorizations, involving any Aboriginal Claims or Aboriginal groups in relation to the Projects or the Project Real Property.
1.1.5“Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or  any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.
1.1.6“Administrative Agent” means OMF Fund III (F) Ltd., in its capacity as administrative agent for the Lenders hereunder, or any successor Administrative Agent appointed pursuant to Section 12.1.
1.1.7“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.
1.1.8“Agreement” means this amended and restated convertible credit agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with terms hereof.
1.1.9“AML Legislation” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the USA Patriot Act, and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Applicable Laws, whether within Canada, in the United States or, to the extent applicable to the Borrower or any other Project Entity, elsewhere, including any regulations, guidelines or orders thereunder.

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1.1.10“Annual Forecast Report” means a written report in relation to a Fiscal Year with respect to each Project, to be prepared by or on behalf of the Borrower, including with reasonable detail:
(a)the amount and a description of planned operating and capital expenditures, including:
(i)the amount and a description of planned exploration expenditures, including a breakdown by exploration target;
(ii)the amount and, to the extent reasonably feasible, a description of planned development and other capital expenditures, including a breakdown of the major components thereof; and
(iii)a breakdown by sustaining and non-sustaining costs; and
(b)a forecast, based on the then current Mine Plan for each Project, for such Fiscal Year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:
(i)the estimated tonnes and grade of Minerals to be mined; and
(ii)the estimated tonnes and grade of Minerals to be processed, and expected recoveries for gold, silver and other types of marketable minerals.
1.1.11“Annual Operations Report” means a written report prepared by or on behalf of the Borrower in relation to a Fiscal Year, which report shall include all material information pertaining to the development and operations of each Project, including the following information for such Fiscal Year:
(a)the information required to be included in Quarterly Production Reports hereunder, except on an annualized basis for such year or as at the end of such year, as applicable;
(b)a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) as of the end of such Fiscal Year;
(c)a review of the exploration, development and operating activities for such Fiscal Year, including:
(i)the amount and a description of exploration expenditures, including a breakdown by exploration target, and variances from projected exploration expenditures, and a report on the result of exploration activities conducted during such Fiscal Year, including all geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys;

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(ii)the amount and a description of operating and capital expenditures (excluding exploration expenditures), including a breakdown of the major components thereof, and variances from projected operating and capital expenditures;
(iii)a report on any material issues or departures from that contemplated by the Mine Plan for each Project, as the Mine Plan existed as of the first day of such Fiscal Year; and
(iv)any actual or expected materially adverse impact on development or production or recovery of gold, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and
(d)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
The Annual Operations Report shall also contain a report on any Encumbrances placed on the Project Property during the applicable year securing amounts greater than $[Redacted – commercially sensitive information] in the aggregate, other than the Security.
1.1.12“Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction applicable to any Group Member from time to time concerning or relating to bribery or corruption.
1.1.13“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Group Members (which shall include United States Foreign Corrupt Practices Act compliance) adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with this Agreement.
1.1.14“Applicable Law” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Body in any case applicable to any specified Person, property, transaction or event, or any such Person’s property or assets (and, in the case of Section 6.7, whether or not having the force of law).
1.1.15“Applicable Percentage” means with respect to any Lender, the percentage of the total Principal Amount advanced by such Lender.
1.1.16“Applicable Securities Law” means the securities laws, rules, regulations, instruments and orders applicable in the provinces and territories of Canada and the United States as interpreted and applied by the securities commissions or equivalent securities authorities of such provinces and territories, including the rules and policies of the TSX and the NYSE.
1.1.17“Associate” has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.
1.1.18“Attribution Parties” has the meaning ascribed to such term in Section 4.5.

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1.1.19“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.
1.1.20“Beneficial Ownership Limitation” has the meaning ascribed to such term in Section 4.5.
1.1.21“Board” means the board of directors of the Borrower.
1.1.22“Borrower” means i-80 Gold Corp., a corporation incorporated under the laws of the Province of British Columbia, and its permitted successors and assigns.
1.1.23“Borrower Collateral” means (a) any and all marketable metal bearing material owned or held by the Borrower, in whatever form or state, that was mined, produced, extracted or otherwise recovered from the Granite Creek Project Real Property and the Ruby Hill Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of minerals, including doré and refined gold and silver and any proceeds thereof, (b) any debts, liabilities or obligations owing by a Credit Party to the Borrower, and (c) all shares from time to time issued by a Guarantor.
1.1.24“Buffalo Mountain Project” means the Buffalo Mountain mining project in Humboldt County, Nevada as described in the Lone Tree Exchange Agreement.
1.1.25“Business” means the development, expansion and operation of, and extraction, processing and sale of Minerals from, the Projects.
1.1.26“Business Day” means any day, other than a Saturday, Sunday or statutory holiday in any one of Toronto, Ontario, New York City, New York, or Vancouver, British Columbia or a day on which banks are generally closed in any one of those cities.
1.1.27“Canadian Dollar Equivalent Amount” means, for any amount to be paid into Common Shares pursuant to this Agreement that is expressed in US dollars, C$1.2700.
1.1.28“Capitalized Lease Obligation” means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS or GAAP, as applicable, is required to be capitalized.
1.1.29“Change in Law” has the meaning ascribed to such term in Section 6.5.7.
1.1.30“Change of Control” means:
(a)any Person or Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) acquires, together with all other voting shares held by such Person or Persons, control or direction over 50% of the outstanding voting shares of the Borrower, or otherwise acquires the ability to elect a majority of the Board; or
(b)the occupation of a majority of the seats (other than vacant seats) on the Board by Persons who were neither nominated by the Board nor appointed by directors so nominated; or

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(c)any Subsidiary of the Borrower which is a Project Entity ceases to be a direct or indirect wholly owned Subsidiary of the Borrower; or
(d)the Borrower or any of its Subsidiaries, as applicable, takes any actions to effect any of the foregoing.
1.1.31“Change of Control Acceptance Notice” has the meaning given to such term in Section 3.2.
1.1.32“Change of Control Notice” has the meaning given to such term in Section 3.1.
1.1.33“Change of Control Prepayment Date” means a date that is at least 30 but not more than 45 days after the date of the Change of Control Notice.
1.1.34“Change of Control Prepayment Offer” has the meaning given to such term in Section 3.1.
1.1.35“Change of Control Prepayment Price” has the meaning given to such term in Section 3.1.
1.1.36“Claim” means any claim or liability of any nature whatsoever, including any demand, obligation, liability, debt, cause of action, suit, proceeding, judgment, award, assessment or reassessment.
1.1.37“Collateral” means (a) the equity and intercompany debt pledged pursuant to the Pledge Agreements and (b) the Granite Creek Project Property and the Ruby Hill Project Property and all of the other presently held and future acquired undertaking, property and assets of the Credit Parties charged or intended to be charged pursuant to the Security Documents. For greater certainty, Excluded Assets shall not be Collateral.
1.1.38“Collateral Agent” means OMF Fund III (F) Ltd., in its capacity as collateral agent for the Lenders under this Agreement, as appointed pursuant to the Intercreditor Agreement, or any successor Collateral Agent appointed thereunder.
1.1.39 “Common Shares” means the common shares in the capital of the Borrower.
1.1.40“Completion Date” for a Project means [Redacted – commercially sensitive information].
1.1.41“Compliance Certificate” means a certificate of a senior officer of the Borrower in the form set out in Schedule 1.1.41.
1.1.42“Construction Budget” for a Project means a budget for the construction of the Project, approved by the Board at the time of a positive construction decision, as the same may be amended, revised, supplemented or replaced from time to time.
1.1.43“Contract” means any agreement, contract, lease, licence, concession, option, indenture, mortgage, deed of trust, debenture, note or other instrument, arrangement, understanding or commitment, whether written or oral.
1.1.44“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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1.1.45“Conversion Notice” has the meaning ascribed to such term in Section 4.1.1.
1.1.46“Conversion Price” means C$3.275 per Common Share.
1.1.47“Convertible Debt Agreements” means the convertible credit agreements with a principal amount not to exceed $[Redacted – commercially sensitive information] and on terms and conditions no more favourable to the lender than the terms and conditions of this Agreement provided such additional convertible credit agreements are executed and fully funded on or prior to [Redacted – commercially sensitive information].
1.1.48“Corrective Action Plan” means a plan to correct and remedy all non-compliance by the Project with Environmental Law, the ICMM Guidelines, the HSEC Policy and any adverse effects resulting from same.
1.1.49“Credit Parties” means the Borrower and the Guarantors.
1.1.50“Current Market Price” of any Common Share on any date means the volume-weighted average price at which the Common Shares have traded during the five (5) consecutive trading days ending three trading days immediately prior to such date on the TSX (the weighted average price per share being determined by dividing the aggregate sale price of all such shares sold on such exchange during such five (5) consecutive trading days by the total number of such shares so sold) or, if the Common Shares are not then listed on the TSX, on the principal Canadian stock exchange on which the Common Shares are listed or, if the Common Shares are not then listed on any Canadian stock exchange, in the over-the-counter market (provided that, if the Common Shares are not listed on any Canadian stock exchange or traded in the over-the-counter market, the “Current Market Price” shall be the price, as determined by such Canadian nationally recognized independent investment banking or accounting firm agreed to between the Borrower and the Lenders, acting reasonably, that would be obtained for a Common Share at such time in an arm’s length sale in an open market, assuming a willing purchaser and a willing seller, without any discount for a minority interest or a private company or any premium for a special purchaser or control, the buyer and seller each acting prudently, knowledgeably and willingly).
1.1.51“Debt” means, at any time, with respect to any Person:
(a)all obligations, including by way of overdraft and drafts or orders accepted representing extensions of credit, that would be considered to be indebtedness for borrowed money, and all obligations, whether or not with respect to the borrowing of money, that are evidenced by bonds, debentures, notes or other similar instruments;
(b)the face amount of all bankers’ acceptances and similar instruments;
(c)all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;
(d)any capital stock of that Person, or of any Subsidiary of that Person, which capital stock, by its terms or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part;

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(e)all Capitalized Lease Obligations, synthetic lease obligations, obligations under Sale-Leasebacks and Purchase Money Obligations;
(f)the amount of all contingent liabilities in respect of letters of credit and similar instruments;
(g)accounts payable and accruals that are over one hundred twenty (120) days past due (except to the extent being contested in good faith);
(h)obligations under any Hedging Arrangement;
(i)contingent liabilities in respect of performance bonds, surety bonds and product warranties, and any other contingent liability, in each case only to the extent that the contingent liability is required by IFRS or GAAP, as applicable, to be treated as a liability on a balance sheet of the Person contingently liable (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Projects and the Plants,); and
(j)the amount of the contingent liability under any Guarantee in any manner of all or any part of an obligation of another Person of the type included in paragraphs (a) through (i) above; provided, for greater certainty, trade payables that do not fit the description in paragraph (g) above shall not be considered Debt.
1.1.52“Default” means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default.
1.1.53“Default Rate” means [Redacted – commercially sensitive information].
1.1.54“Disposition” means any sale, assignment, transfer, conveyance, lease, license, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, but does not include the payment of a dividend, and the verb “Dispose” has a correlative meaning.
1.1.55“Effective Date” means January 15, 2025.
1.1.56“Elected Principal Amount” has the meaning ascribed to such term in Section 4.1.2.
1.1.57“Encumbrance” means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, and “Encumbrances”, “Encumbrancer”, “Encumber” and “Encumbered” shall have corresponding meanings.
1.1.58“Environmental Laws” means all Applicable Laws relating to the protection of the environment, natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts or the rehabilitation, reclamation and closure of lands used in connection with the Projects.
1.1.59“Event of Default” has the meaning ascribed to it in Section 11.1.
1.1.60“Excess Shares” has the meaning ascribed to such term in Section 4.5.

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1.1.61“Exchange Act” means the Securities Exchange Act of 1934, as amended.
1.1.62“Excluded Assets” means: (i) all shares issued by subsidiaries of the Borrower which are not Credit Parties; (ii) all shares issued by subsidiaries of Premier Gold which are not Credit Parties; (iii) all property, assets and undertaking of the Borrower other than the Borrower Collateral; and (iv) all property, assets and undertaking of Premier Gold other than (A) equity interests from time to time issued by the Ruby Hill Owner or the Granite Creek Owner and (B) Debt from time to time owing by the Ruby Hill Owner or the Granite Creek Owner.
1.1.63“Excluded Taxes” means, with respect to any recipient of any payment or transfer of property of any kind under this Agreement or under any of the Loan Documents (each such recipient, a “Recipient”): any Taxes imposed on or measured by the Recipient on net income, net profits, capital gains, capital or branch profits, arising in a jurisdiction (or any political subdivision thereof) by virtue of the Recipient (i) being incorporated or continued or resident or organized in such jurisdiction, in each case determined by application of the laws of such jurisdiction, or (ii) having a permanent establishment, determined by application of the laws of such jurisdiction, or otherwise having any present or former connection with such jurisdiction (other than any establishment or connection arising solely from (A) entering into, or performing its obligations under, this Agreement or any other Loan Document, (B) receiving deliveries or payments under this Agreement or any other Loan Document, or (C) enforcing rights under this Agreement or (E) entering into this Agreement);  U.S. withholding tax imposed by under FATCA; and Taxes solely attributable to the Recipient’s failure to comply with Section 6.5.5;
1.1.64“Facility” has the meaning ascribed to such term in Section 2.1.
1.1.65“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code of 1986, or any associated regulations or other official guidance as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with).
1.1.66“Financial Assistance” given by any Person (the “Financial Assistance Provider”) to or for the account or benefit of any other Person (the “Financial Assistance Recipient”) means any direct or indirect financial assistance of any nature, kind or description whatsoever (by means of loan, Guarantee or otherwise) of or from such Financial Assistance Provider, or of or from any other Person with recourse against such Financial Assistance Provider or any of its property, to or for the account or benefit of the Financial Assistance Recipient (including Investments in a Financial Assistance Recipient, Acquisitions from a Financial Assistance Recipient, and gifts or gratuities to or for the account or benefit of a Financial Assistance Recipient).
1.1.67“Financial Statements” means the audited consolidated financial statements of the Borrower as at and for the year ended December 31, 2020, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated interim financial statements of the Borrower as at and for the three (3)- and nine (9)-month periods ended September 30, 2021, which form part of the Public Disclosure Documents.
1.1.68“Fiscal Quarter” means each calendar quarter ending on March 31, June 30, September 30 and December 31 of each year.
1.1.69“Fiscal Year” means the period of January 1 to December 31 of each year.

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1.1.70“Freely Tradeable” means, in respect of shares of any class in the capital of any corporation, shares which are issuable by such corporation without the necessity of filing a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed and become effective to permit a distribution of securities) under Applicable Securities Laws and the issuance of which does not constitute a distribution (other than a distribution already qualified by prospectus or similar offering document) or constitutes an exempt distribution under Applicable Securities Laws, and can be traded by the holder thereof without any restriction under Applicable Securities Laws, such as hold periods (other than the hold period set forth in Section 4.3 herein), except in the case of a “control distribution” as defined under Applicable Securities Laws.
1.1.71“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time, and including for greater certainty US GAAP, US GAAS and PCAOB standards, applied in a consistent manner from period to period.
1.1.72“General Security Agreement” means an agreement pursuant to which the grantor grants a security interest to the Collateral Agent on behalf of the Lenders in all of its presently held and future acquired Collateral.
1.1.73“Gold Prepay Administrative Agent” means OMF Fund III (Hg) Ltd., in its capacity as administrative agent under the Gold Prepay Agreement and its successors and permitted assigns.
1.1.74“Gold Prepay Agreement” means the amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023 among, inter alios, the Borrower, as seller, the Gold Prepay Administrative Agent, as administrative agent and the buyers party thereto from time to time, as amended by an amending agreement dated as of April 25, 2024, as supplemented by a side letter agreement dated as of June 28, 2024, as amended by a waiver and amending agreement dated as of December 31, 2024, as may be further amended, restated, supplemented, replaced or otherwise modified from time to time.
1.1.75“Gold Prepay Collateral Agent” means OMF Fund III (Hg) Ltd., in its capacity as collateral agent for the buyers under the Gold Prepay Agreement and its successors and permitted assigns.
1.1.76“Gold Prepay Facility” means the secured loan facility provided for by the Gold Prepay Agreement making $65,000,000 of financing available to the Borrower in connection with the Ruby Hill Acquisition.
1.1.77“Good Industry Practice” means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the Canadian and U.S. mining industries engaged in the same type of undertaking under the same or similar circumstances.
1.1.78“Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.
1.1.79“Granite Creek Owner” means Osgood Mining Company, LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.

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1.1.80“Granite Creek Project” means the Granite Creek mining project, formerly known as the Getchell mining project, located in Humboldt County, Nevada as described in the Granite Creek Technical Report.
1.1.81“Granite Creek Project Property” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Granite Creek Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: the Granite Creek Project Real Property and Minerals and other minerals produced from the Granite Creek Project Real Property; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Granite Creek Project; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.
1.1.82“Granite Creek Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights held by any Group Member relating to the Granite Creek Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Granite Creek Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.83“Granite Creek Technical Report” means the technical report titled “Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, U.S.A.” dated November 8, 2021 with an effective date of May 4, 2021, prepared by Global Resource Engineering Ltd.
1.1.84“Group Members” means, collectively, the Borrower and its Subsidiaries from time to time, including the Project Entities, and “Group Member” means any one of them.
1.1.85“Guarantee” means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, letter of credit, lease, dividend or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

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1.1.86“Guarantors” means, collectively, any Person (other than the Borrower) that holds or acquires directly or indirectly any interest in the Ruby Hill Project or the Granite Creek Project, other than any Person holding an interest in such Project solely through its interests in the Borrower, and “Guarantor” means any one of them, as the context may require. As of the date hereof, the Guarantors are Premier Gold, Ruby Hill Owner and Granite Creek Owner.
1.1.87“Hazardous Substances” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos.
1.1.88“Hedging Arrangement” means any interest rate, currency, equity or commodity swap, hedge, derivative, forward sale or similar arrangement;
1.1.89“HSEC Policy” means the integrated health, safety, environmental and community policies and operating guidelines for the Projects adopted by the Board.
1.1.90“ICMM Guidelines” means the International Council on Mining & Metals Mining Principles, as amended, supplemented or superseded from time to time.
1.1.91“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.
1.1.92“Inchoate Lien” means, with respect to any property or asset of any Person, the following liens:
(a)any lien for Taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings and for which a reasonable reserve satisfactory to the Administrative Agent has been provided; and
(b)undetermined or inchoate liens, privileges or charges incidental to current operations which have not been filed (or are not required to be filed) pursuant to law against such Person’s property or assets or which relate to obligations not due or delinquent.
1.1.93“Indemnified Other Tax” has the meaning ascribed to it in Section 6.5.3.
1.1.94“Indemnified Party” has the meaning ascribed to such term in Section 6.9.2.
1.1.95“Indemnified Tax” means any Indemnified Other Tax or Indemnified Withholding Tax.
1.1.96“Indemnified Withholding Tax” has the meaning ascribed to it in Section 6.5.2.
1.1.97“Initial Lender” means OMF Fund III (F) Ltd., and its successors and permitted assigns.
1.1.98“Initial Principal Amount” means $50,000,000 in aggregate and, with respect to each Lender, the portion of the Initial Principal Amount set out across from the name of such Lender in Schedule A.
1.1.99“Intercreditor Agreement” means the amended and restated intercreditor agreement dated as of the date hereof among the Administrative Agent, on behalf of the Lenders

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under this Agreement, the Gold Prepay Administrative Agent, the Purchasers’ Agent, the Collateral Agent, the Gold Prepay Collateral Agent, the Stream Collateral Agent, the Borrower and the Guarantors, as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time.
1.1.100“Interest Obligation” means the obligation of the Borrower to pay interest on the Principal Amount, as and when the same becomes due hereunder.
1.1.101“Interest Rate” means 8% per annum.
1.1.102“Investment” means, with respect to any Person, the making by such Person of: any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or  any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided, for greater certainty, an Acquisition shall not be treated as an Investment.
1.1.103“ISDA Master Agreement” means the 1992 or 2002 ISDA Master Agreement (Multi-Currency – Cross Border) as published by the International Swaps and Derivatives Association, Inc., including any schedule thereto, and as amended, revised or replaced from time to time.
1.1.104“Key Transaction Agreements” means, collectively, this Agreement, the Gold Prepay Agreement, Stream Agreement, the Offtake Agreement and the Subscription Agreement.
1.1.105“Lenders” means the Initial Lender and each other lender party hereto from time to time, and their respective permitted successors and assigns.
1.1.106“Loan” has the meaning ascribed to such term in Section 2.2.
1.1.107“Loan Documents” means, collectively, this Agreement, the Intercreditor Agreement, the Guarantee executed by each Guarantor in favour of the Administrative Agent, the Security Documents, the Warrant Certificates, any Subordination and Postponement of Claims and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to the Lenders, the Administrative Agent for the benefit of the Lenders, or the Collateral Agent for the benefit of the Lenders, in connection with this Agreement or the other Loan Documents.
1.1.108“Lone Tree Contingent Consideration Agreement” means the contingent consideration agreement dated as of September 3, 2021 delivered by the Borrower in favour of NGM in connection with the Lone Tree Exchange Agreement.
1.1.109“Lone Tree Exchange Agreement” means the exchange agreement dated September 3, 2021 between NGM, Goldcorp Dee LLC, Au-Reka Gold LLC and the Borrower.
1.1.110“Lone Tree Guarantee” means the guarantee dated as of September 3, 2021 delivered by the Borrower in favour of NGM in connection with the obligations of its affiliates under the Lone Tree Contingent Consideration Agreement.
1.1.111“Lone Tree Owner” means Goldcorp Dee LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.

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1.1.112“Lone Tree Project” means the Lone Tree mining project and processing facilities in Humboldt County, Nevada as described in the Lone Tree Exchange Agreement.
1.1.113“Lone Tree Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Lone Tree Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Lone Tree Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.114“Majority Lenders” means, at any time, one or more Lenders holding greater than 50% in the aggregate of the Principal Amount owing.
1.1.115“Market Price” means the VWAP for the five trading days immediately preceding the relevant date.
1.1.116“Material Adverse Effect” means, individually or in the aggregate, any event, change or effect that could reasonably be expected to have a materially adverse effect on  the business, affairs, capitalization, assets, liabilities, results of operations, condition (financial or otherwise) of the Borrower, the Owners or the Credit Parties, taken as a whole, the development or operation or economic viability of a Project as contemplated by the relevant Mine Plan (as in effect at the time of such event, change or effect),  the ability of the Borrower or any other Credit Party to consummate the transactions contemplated by the Loan Documents or to perform their respective obligations under the Loan Documents, or  the rights and remedies of the Administrative Agent or Lenders under the Loan Documents.
1.1.117“Material Contracts” means the Contracts listed in Schedule 1.1.117, and  any Contract involving the potential expenditure by or revenue to any Project Entity of more than $[Redacted – commercially sensitive information] in the aggregate or in excess of $[Redacted – commercially sensitive information] in any Fiscal Year (other than a Contract for Permitted Debt or a Permitted Acquisition),  any other Contract, the breach, loss or termination of which would, or could reasonably be expected to, be material to any of the Project Entities or otherwise result in a Material Adverse Effect and  any other Contract, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of the Project or otherwise result in a Material Adverse Effect relating to the Project.
1.1.118“Material Project Authorizations” means the Project Authorizations listed in Schedule 1.1.118 and any other Project Authorization, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of a Project or otherwise result in a Material Adverse Effect relating to a Project.
1.1.119“Maturity Date” means June 30, 2026.
1.1.120“McCoy-Cove Owner” means Au-Reka Gold LLC, a limited liability company existing under the laws of the State of Delaware, and its permitted successors and assigns.

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1.1.121“McCoy-Cove Project” means the McCoy-Cove Project and the Cove property, located 50 kilometres southwest of Battle Mountain, Nevada and wholly owned by McCoy-Cove Owner, a wholly-owned subsidiary of Premier Gold.
1.1.122“McCoy-Cove Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the McCoy-Cove Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “McCoy-Cove Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.123“McCoy-Cove Technical Report” means the technical report titled “Preliminary Economic Assessment for the Cove Project, Lander County, Nevada” dated January 25, 2021 (effective January 1, 2021), prepared by Dagny Odell, P.E., Laura Symmes, SME and T.R. Raponi of Practical Mining LLC.
1.1.124“Mine Plans” means the exploration, development and mine plans for each of the Projects, as applicable, each as approved by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
1.1.125“Mineral Interest” means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.
1.1.126“Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from any Project Real Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré.
1.1.127“National Instrument 43-101” means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators and the companion policy thereto.
1.1.128“Nevada Security Documents” means: (i) a deed of trust and UCC financing statement governed by Nevada law to be granted by the Ruby Hill Owner to the trustee set out therein for the benefit of the Collateral Agent for the Lenders; (ii) a deed of trust and UCC financing statement governed by Nevada law to be granted by the Granite Creek Owner to the trustee set out therein for the benefit of the Collateral Agent for the Lenders; and (iii) any subordination or other instruments prepared and held from time to time by the Collateral Agent under Nevada law as Security Documents.
1.1.129“NGM” means Nevada Gold Mines LLC.
1.1.130“NGM Consent Agreement” means the consent agreement in respect of certain mineral interests comprising the Granite Creek Project.
1.1.131“NYSE” means the New York Stock Exchange.

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1.1.132“Obligations” means all indebtedness, liabilities and other obligations owed to the Administrative Agent and the Lenders hereunder or under any other Loan Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising.
1.1.133“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.
1.1.134“Officer’s Certificate” means a certificate in form satisfactory to the Administrative Agent, acting reasonably, in the case of any such certificate of the Borrower, signed by the Chief Executive Officer or the Chief Financial Officer of the Borrower, and in all other cases, of the applicable Person required to provide such certificate signed by the President or a Vice-President of such Person or by such other of its senior officers, managers or directors as may be acceptable to the Administrative Agent.
1.1.135“Offtake Agreement” means the amended and restated offtake agreement dated as of August 23, 2023 between, among others, Goldcorp Dee LLC, as seller, the guarantors party thereto from time to time, as guarantors, and TRR Offtakes LLC and the other purchasers party thereto from time to time, as purchasers, providing for, among other things, the purchase and sale of Refined Gold.
1.1.136“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.
1.1.137“Original Closing Date” means December 13, 2021.
1.1.138“Original Convertible Credit Agreement” has the meaning ascribed to it in the Recitals hereto.
1.1.139“Other Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions, unpatented mining claims or franchises held by a Group Member or required to be obtained from any Person (other than a Governmental Body) for the development and operation of the Project, as contemplated by the current or then applicable Mine Plan.
1.1.140“Owners” means together, Ruby Hill Owner, Granite Creek Owner, McCoy-Cove Owner and Lone Tree Owner.
1.1.141“Payment” has the meaning ascribed to it in Section 6.5.1.
1.1.142“Payor” has the meaning ascribed to it in Section 6.5.2.
1.1.143“Permitted Acquisition” means an Acquisition by the Borrower or Premier Gold (i) in which the business of the entity being acquired is (in the case of a share Acquisition) or the assets being acquired are used in or relate to (in the case of an asset Acquisition) a business engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Acquisition is not made in connection with the development, expansion or working capital requirements of one or more of the Projects, the consideration paid for such Acquisition shall not be derived from the proceeds of the Loan, and provided further such Acquisition would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Credit Parties to perform and comply with their obligations under the Loan Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan.

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1.1.144 “Permitted Asset Disposition” means, as at any particular time, a sale, transfer or other Disposition of: tangible personal property that is no longer required in the conduct of the business of the Project Entities or is being replaced, to a maximum aggregate amount in each Fiscal Year of the Borrower of $[Redacted – commercially sensitive information] (whether in cash or other property);  minerals pursuant to the Gold Prepay Agreement, the Stream Agreement the Offtake Agreement, royalty agreements entered into (and amended, as applicable) in compliance with the terms of this Agreement or otherwise in the ordinary course of business in compliance with the terms of this Agreement including delivery of Minerals by a Project Entity (through, if applicable, the corporate structure) up the corporate chain to the Borrower; and  Abandonment Property as permitted under the Stream Agreement; provided the Lenders shall have determined, acting in a commercially reasonable manner, that it is not economical to mine Minerals from the Abandonment Property.
1.1.145“Permitted Debt” means:
(a)the Obligations;
(b)obligations owing under the Stream Agreement;
(c)obligations of the Borrower, as seller, and the Project Entities, as guarantors, under the Gold Prepay Agreement;
(d)obligations of the Borrower, as seller, and the Guarantors, as guarantors, under the Convertible Debt Agreements;
(e)Debt of the Owner secured by Encumbrances permitted pursuant to clause (k) of the definition of Permitted Encumbrances;
(f)obligations under Permitted Hedging Arrangements;
(g)Subordinated Intercompany Debt;
(h)deposits received from customers in the ordinary course of business;
(i)unsecured trade payables incurred in the ordinary course of business;
(j)Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of the Owner to the extent required by Applicable Laws or a Governmental Body;
(k)Guarantees by the Borrower of Debt of a Subsidiary, other than Lone Tree Owner, that is not a Project Entity, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by the Borrower;
(l)Guarantees by Premier Gold of Debt of a Subsidiary, other than Lone Tree Owner, that is not a Project Entity, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by Premier Gold;
(m)Debt of the Project Entities incurred for the bona fide purpose of development, operation or construction of a Project;

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(n)Debt of the Lone Tree Owner incurred for the bona fide purpose of development, operation or construction of the Buffalo Mountain Project;
(o)obligations under the Lone Tree Guarantee and the Lone Tree Contingent Consideration Agreement; and
(p)any other Debt of any Project Entity permitted in writing by the Administrative Agent.
1.1.146“Permitted Encumbrances” means, in respect of any Project Property, any of the following:
(a)Encumbrances arising from court or arbitral proceedings or any judgment rendered, claim filed or registered related thereto, provided the judgment or claim secured thereby are being contested in good faith by such Person, adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS or GAAP, as applicable, execution thereon has been stayed and continues to be stayed and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Project;
(b)good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such Encumbrances do not materially impair the operation of the business of any Project Entity or the Project;
(c)Encumbrances made or incurred in the ordinary course of business to secure  workers’ compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, Order, and public and statutory obligations, or  the discharge of Encumbrances or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens or construction and mechanics’ and other similar Encumbrances, provided such Encumbrances do not materially impair the operation of the business of any Project Entity or the Project (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Projects and that the amount of cash collateral subject to Encumbrances for surety bonding shall not exceed $[Redacted – commercially sensitive information] without the prior consent of the Lenders, not to be unreasonably withheld);
(d)any development or similar agreements concerning real property of any Project Entity or the Project entered into with a Governmental Body or public utility from time to time which do not and will not in the aggregate materially affect the Security or materially detract from the value of such property or materially impair its use in the operation of the business of such Person or any Project Entity or the Project, and which are not violated in any material respect;
(e)any Inchoate Lien;
(f)such minor defects as may be revealed by an up to date plan of survey of any property and any minor registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real property which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions do not in the aggregate materially detract from the value of the said properties or materially impair their use in the operation of the business of any Project Entity or the Project;

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(g)security or deposits given to a public utility or any Governmental Body when required by such utility or Governmental Body pursuant to any Project Agreement, or in the ordinary course of business;
(h)the Security;
(i)Encumbrances securing the obligations under the Gold Prepay Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement, or any Refinancing Facility provided that such Encumbrances are subject to an intercreditor agreement entered into in accordance with the terms hereof;
(j)Encumbrances securing the obligations under the Stream Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement;
(k)Encumbrances securing Purchase Money Obligations and Capitalized Lease Obligations relating solely to the acquisition of mobile equipment necessary for the development, construction or operation of the Projects, provided the aggregate of the Debt outstanding at any time in respect of the Purchase Money Obligations and Capitalized Lease Obligations referred to in this paragraph (k) shall not exceed $[Redacted – commercially sensitive information]; provided such Encumbrances extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and no recourse is available to any other Project Property;
(l)Encumbrances for Taxes, assessments or governmental charges or levies not at the time due or delinquent, provided the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS or GAAP, as applicable, and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Project;
(m)Encumbrances and charges incidental to construction or current operations (including, without limitation, carrier’s warehouseman’s, mechanics’, materialmen’s and repairmen’s liens) that have not at such time been filed pursuant to law or which relate to obligations not due or delinquent, provided the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS or GAAP, as applicable, and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(n)the right reserved to or vested in any Governmental Body by the terms of any lease, licence, franchise, grant or permit acquired by a Project Entity or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;

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(o)the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Governmental Body, and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(p)in respect of any unpatented mining claim included in any Project the paramount title of the United States of America;
(q)Encumbrances on concentrates or minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing or refining arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and adequate reserves with respect thereto are maintained in accordance with IFRS or GAAP, as applicable, and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(r)Encumbrances granted as credit support for Permitted Hedging Arrangements (other than with a Lender or an Affiliate of a Lender), subject to the execution of an intercreditor agreement by any hedge providers in form and substance satisfactory to the Administrative Agent, acting reasonably;
(s)the Royalties as they exist as of the Original Closing Date, or as amended following the date hereof in accordance with this Agreement;
(t)the Encumbrances under the Lone Tree Guarantee consisting solely of a customary assignment and postponement of intercompany claims;
(u)the Encumbrances securing Debt of the Project Entities incurred for the bona fide purpose of development, operation or construction of a Project;
(v)Encumbrances securing Guarantees by the Borrower of Debt of a Subsidiary that is not a Credit Party provided that the Encumbrances are limited to the pledge of equity of such Subsidiary held by the Borrower; or
(w)other Encumbrances agreed to in writing by the Lenders;
provided, however, that no Encumbrance described in paragraphs (a) through (e) above shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money.
1.1.147“Permitted Hedging Arrangements” means Hedging Arrangements of a Project Entity which have been entered into for bona fide business purposes, and not for speculative purposes, and pursuant to a hedging plan and policy as may be adopted by the Borrower from time to time, provided such hedging plan and policy is approved by the Administrative Agent, acting reasonably.
1.1.148“Permitted Restricted Payments” means:
(a)payments of the Borrower under this Agreement;

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(b)payments of the Borrower under the Stream Agreement;
(c)payments of the Borrower under the Gold Prepay Agreement;
(d)payments of the Borrower under the Convertible Debt Agreements;
(e)payments of the Borrower or the Lone Tree Owner under the Lone Tree Exchange Agreement, the Lone Tree Contingent Consideration Agreement or the Lone Tree Guarantee, provided that such payments are not made from proceeds of this Agreement, the Gold Prepay Agreement, the Stream Agreement or the Convertible Debt Agreements;
(f)regularly scheduled payments by a Project Entity in respect of Permitted Debt regarding Purchase Money Obligations and Capitalized Lease Obligations, Debt incurred for the bona fide purpose of development, operation or construction of a Project or Plant, Permitted Hedging Arrangements and other Permitted Debt permitted by the Administrative Agent respectively, subject to any subordination or intercreditor agreement, if applicable;
(g)payments among Project Entities;
(h)required payments by the Owner in respect of Permitted Debt under paragraph 1.1.140(j) of such definition regarding reclamation obligations; and
(i)required payments pursuant to the terms of the Royalties.
1.1.149“Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.
(a)“Plants” means the processing facilities and related infrastructure at  the McCoy-Cove Project, the Buffalo Mountain Project, (c) the Granite Creek Project, (d) the Ruby Hill Project and (e) the Lone Tree Project.
1.1.150“Pledge Agreement” means an agreement pursuant to which any Credit Party pledges its equity interests in, and intercompany debt of, any Credit Party in favour of the Collateral Agent.
1.1.151“Premier Gold” means Premier Gold Mines USA, Inc., a corporation incorporated under the laws of Delaware, and its permitted successors and assigns.
1.1.152“Principal Amount” means the principal amount of the Loan outstanding under this Agreement from time to time.
1.1.153“Project Agreements” means all Contracts listed in Schedule 1.1.153 and all other Contracts of any Group Member relating to the ownership, lease or use of the Projects or the Project Property, the development and mining operations of the Projects, the sale or disposition of mineral production from the Projects, including sales, royalty, streaming and off-take agreements and other similar arrangements, and any option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, in respect of the Project Property, or the mineral production or proceeds therefrom, in each case, whether entered into prior to or after the date of this Agreement.

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1.1.154“Project Authorizations” means all Authorizations and Other Rights (including environmental Authorizations) necessary for the development and mining operations of the Projects, and the ongoing operation of commercial production transactions.
1.1.155“Project Costs” in respect of a Project means all capital expenditures incurred by the applicable Project Entity on a consolidated basis for the purposes of developing the Project, included escalation, contingencies, initial working capital, Taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out in the Construction Budget, and as the same may be amended from time to time in accordance with the terms hereof.
1.1.156“Project Entity” means from time to time, the Borrower, Premier Gold, Ruby Hill Owner, Granite Creek Owner, McCoy Cove Owner and Lone Tree Owner and any other Person that is an Affiliate of a Group Member (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in the Project Property other than any Person holding an interest in the Project Property solely through its interest in the Borrower.
1.1.157“Project Property” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Projects, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to:  the Project Real Property and Minerals; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Projects; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.
1.1.158“Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Projects, and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.159“Project Schedule” for a Project means the project summary schedule for the construction of the Project as delivered to the Lender on the Original Closing Date, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
1.1.160“Projects” means (i) the McCoy-Cove Project; (ii) the Granite Creek Project; (iii) the Ruby Hill Project; and (iv) the Lone Tree Project.
1.1.161“Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Borrower with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Borrower’s SEDAR+ profile.

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1.1.162“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.
1.1.163“Purchasers’ Agent” means OMF Fund III (Hg) Ltd., in its capacity as purchasers’ agent under the Stream Agreement and its successors and permitted assigns.
1.1.164“Qualifying VWAP Criteria” means the date on which the VWAP equals or exceeds [Redacted – commercially sensitive information]% of the Conversion Price for each of the preceding twenty (20) Days.
1.1.165“Quarterly Date” means March 31, June 30, September 30 and December 31 in each year.
1.1.166“Quarterly Operations Report” means a written report in respect of each Project prepared by or on behalf of the Borrower in relation to the immediately preceding Fiscal Quarter, which report shall include all material information pertaining to the development or operations of each Projects, including the following information for such Fiscal Quarter:
(a)a review of the permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Project Schedule or the Mine Plan for each Project, as applicable;
(b)until the Completion Date for such Project:
(i)a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);
(ii)material variances of actual Project Costs from projected Project Costs in the Construction Budget;
(iii)the percentage completion of the major elements of construction compared to the Project Schedule; and
(iv)the anticipated Completion Date.
(c)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
The Quarterly Operations Report shall also contain a report on any Encumbrances placed on the Project Property securing amounts greater than $[Redacted – commercially sensitive information] in the aggregate.
1.1.167“Quarterly Production Report” means a written report prepared by or on behalf of the Borrower in relation to a Fiscal Quarter with respect to each Project that contains, for such Fiscal Quarter:

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(a)the estimated tonnes and estimated grade of Minerals mined during such Fiscal Quarter;
(b)the estimated tonnes and estimated grade of Minerals stockpiled during such Fiscal Quarter (and the total stockpile at the end of such month);
(c)the estimated tonnes and estimated grade of Minerals processed during such Fiscal Quarter and recoveries for gold, silver, and other types of marketable minerals;
(d)the number of ounces of gold or silver contained in Minerals sold to an offtaker and/or outturned by an applicable refinery during such Fiscal Quarter; and
(e)the estimated number of ounces of gold or silver contained in Minerals processed as of the end of such month that have not yet been delivered to an offtaker or refinery or outturned by an applicable refinery.
1.1.168“Real Property” means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Project Entity and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body.
1.1.169“Refinancing Facility” means any credit facility, bonds, debentures, notes or other similar instruments, the net proceeds of which are used to replace, refinance, defease or discharge the Gold Prepay Facility (or any other Refinancing Facility), provided that:
1.1.169.1the principal amount of such Debt available under such Refinancing Facility does not exceed the principal amount of the Debt so replaced, refinanced, defeased or discharged (plus the amount of all fees, and expenses and premiums incurred in connection therewith); provided that, for purposes of the foregoing, the principal amount owing under the Gold Prepay Facility shall be the “Principal Amount” (as defined in the Gold Prepay Agreement) at the time of refinancing;
1.1.169.2such Refinancing Facility has a maturity date which is on or after the maturity date of the Debt being replaced, refinanced, defeased or discharged, and a weighted average life to maturity equal to or greater than the Debt being replaced, refinanced, defeased or discharged;
1.1.169.3other than in connection with the refinancing of the Gold Prepay Facility, such Refinancing Facility has an interest rate which is equal to or lower than the interest rate of the Debt being replaced, refinanced, defeased or discharged; and
1.1.169.4such Refinancing Facility is secured against no more of the Collateral than the Debt being replaced, refinanced, defeased or discharged, and, if such Refinancing Facility is secured against the Collateral, the lenders or holders thereunder have agreed to be bound by an intercreditor agreement with the Lenders which is (x) substantially on the same terms and conditions as the Intercreditor Agreement or (y) otherwise at least as favourable to the Lenders (as determined by the Administrative Agent acting reasonably) as the Intercreditor Agreement.
1.1.170“Related Party” means, with respect to any Person (the “first named Person”), any Person that does not deal at arm’s length with the first named Person or is an Associate of the first named Person and, in the case of any Group Member, includes: any director, officer, employee or Associate of the Borrower or any of its Affiliates; any Person that does not deal at arm’s length with the Borrower or any of its Affiliates; and any Person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of the Borrower or any of its Affiliates.

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1.1.171“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata.
1.1.172“Relevant Section” has the meaning ascribed to such term in Section 4.5.
1.1.173“Restricted Payment” means, any payment by such Person to any other Person  of any dividends or any other distribution on any shares of its capital or other equity interests, on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares, of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment, pari passu with or subordinate to the Obligations, or of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of the applicable Group Member in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the business of a Project Entity incurred by such individual in accordance with the policies in effect governing such reimbursements.
1.1.174“Royalties” means the royalties set forth on Schedule 1.1.174.
1.1.175“Ruby Hill Acquired Entity” means the Ruby Hill Owner.
1.1.176“Ruby Hill Acquired Entity Financial Statements” means unaudited financial statements for Ruby Hill Owner as at and for each of the fiscal years ended on December 31, 2020 and 2019, including the notes thereto and the unaudited balance sheet and statement of cash flows of Ruby Hill Owner as at and for the three-month period ended March 31, 2021.
1.1.177“Ruby Hill Acquisition” means the indirect acquisition by the Borrower of the Ruby Hill Project through the acquisition of, directly or indirectly, all of the outstanding membership interest of the Ruby Hill Acquired Entity pursuant to the Ruby Hill Acquisition Agreement.
1.1.178“Ruby Hill Acquisition Agreement” means the membership interest purchase agreement dated September 3, 2021 between Waterton Nevada Splitter I, LLC, Waterton Nevada Splitter II, LLC, Premier Gold and the Borrower.
1.1.179“Ruby Hill Owner” means Ruby Hill Mining Company, LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.
1.1.180“Ruby Hill Project” means the Ruby Hill mine in Eureka County, Nevada as described in the Ruby Hill Technical Report.
1.1.181“Ruby Hill Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Ruby Hill Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body.

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“Ruby Hill Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.182“Ruby Hill Technical Report” means the report titled “NI 43-101 Report on 2021 Ruby Hill Mineral Resource Estimate, Eureka Country [sic], Nevada, USA” dated October 22, 2021 with an effective date of July 31, 2021 prepared for the Ruby Hill Owner by Wood Canada Limited.
1.1.183“Sale-Leaseback” means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person (“X”) to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.
1.1.184“Sanctioned Entity” means a country or a government of a country, an agency of the government of a country, an organization directly or indirectly controlled by a country or its government, or a Person resident in or determined to be resident in a country, in each case, that is subject to a country Sanctions program administered and enforced by OFAC or by any Canadian Governmental Body.
1.1.185“Sanctioned Person” means, any Person listed in any sanctions-related list of designated Persons maintained by any Canadian Governmental Body, or a Person named on the list of Specially Designated Nationals maintained by OFAC.
1.1.186“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or any Canadian Governmental Body.
1.1.187“Security” means the Encumbrances granted in favour of the Collateral Agent pursuant to the Security Documents.
1.1.188“Security Agreement” means an agreement governed by Ontario law pursuant to which the Borrower grants a security interest to the Collateral Agent in all of its presently held and future acquired Collateral.
1.1.189“Security Documents” means any Guarantees in favour of the Collateral Agent on behalf of the Lenders in respect of the Obligations, the General Security Agreements, the Security Agreement, the Pledge Agreements, the Nevada Security Documents and any other security documents held from time to time by the Collateral Agent securing or intended to secure payment and performance of the Obligations, including the security described in Section 7.1.
1.1.190“Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the TSX, the NYSE and any other stock exchange on which securities of the Borrower are traded.

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1.1.191“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in each of the provinces and territories of Canada in which the Borrower is a reporting issuer, the United States and in any other jurisdictions whose Securities Laws are applicable to the Borrower.
1.1.192“SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.
1.1.193“Stream Agreement” means the purchase and sale agreement (silver) dated as of December 13, 2021 among, inter alios, the Borrower, as seller, the Purchasers’ Agent and the purchasers thereunder, as extended by an extension acknowledgment letter dated as of January 12, 2024, as amended by an amending agreement dated as of April 25, 2024, as amended by a waiver and amending agreement dated as of December 31, 2024, as may be further amended, restated, supplemented, replaced or otherwise modified from time to time.
1.1.194“Stream Collateral Agent” means OMF Fund III (Hg) Ltd., in its capacity as collateral agent under the Stream Agreement and its successors and permitted assigns.
1.1.195“Subordinated Intercompany Debt” means any debts, liabilities or obligations owing by the Credit Party to any other Group Member, on any account and in any capacity, subordinated in accordance with the provisions of the Subordination and Postponement of Claims.
1.1.196“Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Administrative Agent in respect of Debt of a Credit Party owing to another Credit Party pursuant to which, among other things, the holder of such Debt agrees that such Debt will be subordinated and postponed to the Obligations and that no interest or principal in respect of such Subordinated Intercompany Debt shall be payable other than Permitted Restricted Payments, no Encumbrances have been or will be taken by such holder of such Debt, and no remedies will be exercised by such holder of such Debt, in each case while any Obligations remain outstanding, and which shall otherwise be in form and substance satisfactory to the Administrative Agent, acting reasonably.
1.1.197“Subscription Agreement” means the subscription agreement dated as of October 14, 2021 between the Borrower and Orion Mine Finance Fund III LP.
1.1.198“Subsidiary” means with respect to any Person, any other Person which is Controlled directly or indirectly by that Person, and “Subsidiaries” means all of such other Persons.
1.1.199“Tax Returns” means all returns, declarations, reports, estimates, information returns, and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.
1.1.200“Taxes” means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto, and “Tax” shall have a corresponding meaning.
1.1.201“Technical Reports” means the McCoy-Cove Technical Report, Ruby Hill Technical Report and the Granite Creek Technical Report.
1.1.202“TSX” means the Toronto Stock Exchange.

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1.1.203“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.
1.1.204“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.
1.1.205“Warrant Certificates” means the certificates of the Borrower representing the Warrants.
1.1.206“Warrants” means 5,000,000 common share purchase warrants of the Borrower registered in the name of Orion Mine Finance Fund III LP issued on the date hereof.
1.1.207“VWAP” means the volume weighted average trading price of the listed securities, calculated by dividing the total value by the total volume of securities traded for the relevant period on the TSX, or, if the Common Shares are not then listed on the TSX, on the principal Canadian stock exchange on which the Common Shares are listed or, if the Common Shares (the weighted average price per Common Share being determined by dividing the aggregate sale price of all such Common Shares sold on such exchange during such trading day by the total number of such Common Shares so sold).
1.2Certain Rules of Interpretation
In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:
(a)the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular Article, Section, Schedule, or other portion hereof or thereof;
(b)references to a “paragraph”, “Section” or “Article” followed by a number or letter refer to the specified paragraph, Section or Article of this Agreement;
(c)the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(d)words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;
(e)the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;
(f)the terms “party” and “the parties” refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or its successors or permitted assigns;
(g)references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement;

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(h)references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to; and
(i)except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first (1st) Business Day after such day.
1.3Currency and Manner of Payment.
Any reference in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to the lawful currency of the United States of America. Any amounts to be advanced, paid, prepaid, or repaid shall be made in United States dollars. All payments made by the Parties to each other under this Agreement shall be made in such currency in immediately available funds by means of electronic transfer to the account designated by the recipient Party in writing from time to time. Any change to a Party's designated account information under this Agreement shall only be effective if designated in writing and confirmed verbally by a representative from each of the Administrative Agent and the Borrower, with these representatives being familiar with each other.
1.4Time of Essence.
Time shall be of the essence of this Agreement.
1.5Knowledge.
Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Borrower, it shall be deemed to refer to the actual knowledge of any officer, director or member of management of the Borrower and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.
1.6Paramountcy.
If there is any inconsistency between the terms of this Agreement and the other Loan Documents, the provisions hereof shall prevail to the extent of the inconsistency.
1.7Interest Act.
For the purposes of the Interest Act (Canada) and disclosure under such statute, whenever interest to be paid under this Agreement or any other Loan Document is to be calculated on the basis of a year of three-hundred sixty (360) days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by three-hundred sixty (360) or such other period of time, as the case may be.

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1.8No Subordination.
The use of the term “Permitted Encumbrances” to describe any interests and Encumbrances permitted hereunder shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security, as determined by Applicable Law), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security.
1.9Schedules, etc.
The following are the schedule(s) attached to this Agreement:
Schedule A — Lender Principal Amount
Schedule 1.1.40 — Form of Completion Date Certificate
Schedule 1.1.41 — Form of Compliance Certificate
Schedule 1.1.117 — Material Contracts
Schedule 1.1.118 — Material Project Authorizations
Schedule 1.1.153 — Project Agreements
Schedule 1.1.158 — Project Real Property
Schedule 1.1.174 — Royalties
Schedule 8.1.1 — Organization and Powers
Schedule 8.1.2 — Authorization; No Conflict
Schedule 8.1.4 — Consents
Schedule 8.1.5 — Corporate Structure; Subsidiaries; Other Ventures
Schedule 8.1.6 — Principal Place of Business and Other Locations
Schedule 8.1.12 — Project Property
Schedule 8.1.13 — Maintenance of Project Property
Schedule 8.1.17 — Bank Accounts
Schedule 8.1.21 — Environmental Compliance
Schedule 8.1.22 — Community Matters
Schedule 8.1.23 — Employee and Labour Matters
Schedule 8.1.26.6 — Audits
Schedule 8.1.26.8 — Taxes
Schedule 8.1.29.3 — Off-Balance Sheet Transactions
Schedule 8.1.31 — Related Party Transactions

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Schedule 8.1.33 — Litigation
Schedule 8.1.37.3 — Public Disclosure Documents

Article 2
TERM FACILITY
2.1Facility.
The Lenders, in reliance on each of the representations, warranties and covenants set out herein and upon and subject to the provisions of this Agreement, including without limitation, the satisfaction of the conditions set out in Article 10, hereby agree to make available to the Borrower a non-revolving term facility in the principal amount of the Initial Principal Amount (the “Facility”).
2.2Availment.
The Facility has been made available to the Borrower in a single term loan on the Original Closing Date (the “Loan”).
2.3Use of Proceeds.
The Borrower shall use the proceeds of the Loan under the Facility to fund the development, expansion and working capital requirements of the Projects (for greater certainty including outstanding contingent consideration payments in respect of the Granite Creek Project and the Ruby Hill Project).
2.4Calculation and Payment of Interest.
2.4.1Interest Obligation
2.4.1.1Subject to Section 6.2, interest shall accrue on the Principal Amount from time to time at a per annum rate equal to the Interest Rate.
2.4.1.2Interest on the Principal Amount shall accrue from day to day, both before and after default, demand, maturity and judgment, and shall be calculated on the basis of the actual number of days elapsed in an applicable interest period and on the basis of a year of three hundred sixty (360) days.
2.4.1.3Provided that no Default or Event of Default is then continuing, accrued interest shall not be required to be paid in cash, but instead on each such Quarterly Date accrued interest shall be added to the Principal Amount of the Loan and shall thereafter also accrue interest at the Interest Rate.
2.5Repayment of Loan.
2.5.1On the Maturity Date, the outstanding Principal Amount shall be payable to the Lenders in accordance with the terms hereof, together with all accrued and unpaid interest and any other amounts due and owing to the Lenders hereunder.

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Article 3
CHANGE OF CONTROL OFFER
3.1Offer to Prepay.
3.1.1If a Change of Control occurs prior to the Maturity Date, the Borrower shall make an offer (the “Change of Control Prepayment Offer”) to the Lenders to prepay the Loan in cash, in an amount equal to [Redacted – commercially sensitive information]% of the outstanding Principal Amount thereof (the “Change of Control Prepayment Price”) on the Change of Control Prepayment Date. As promptly as practicable, but in any event within ten (10) Business Days after the occurrence of such Change of Control, the Borrower shall provide notice of the Change of Control to the Administrative Agent and the Lenders (the “Change of Control Notice”). The Change of Control Notice shall state the Change of Control Prepayment Offer and the following:
(a)the events causing such Change of Control;
(b)the date of such Change of Control;
(c)the last date by which the Change of Control Acceptance Notice must be delivered to elect the prepayment option pursuant to this section 3.1 (which will be ten (10) Business Days following the later of the date of such Change of Control or the date of the Change of Control Notice);
(d)the Change of Control Prepayment Date;
(e)the Change of Control Prepayment Price;
(f)the Lender’s right to require the Borrower to have repaid all or a portion of the Loan owing to such Lender; and
(g)the then effective Conversion Price and any adjustments to the Conversion Price which would result from such Change of Control and details of all such calculations.
3.1.2A Lender may exercise its rights specified in section 3.1 upon delivery of a written notice (which may be delivered by letter, overnight courier, hand delivery, facsimile transmission, email or in any other written form), of the exercise of such rights (a “Change of Control Acceptance Notice”) to the Borrower and the Administrative Agent at any time prior to the close of business on the tenth (10th) Business Day following the date of the Change of Control Notice, subject to extension to comply with Applicable Laws. The Change of Control Acceptance Notice provided by a Lender shall state the Principal Amount of the Loan owing to such Lender that such Lender is requiring be prepaid (and if such amount constitutes less than all of the Principal Amount owing to such Lender, such amount shall be no less than $[Redacted – commercially sensitive information], shall be an integral multiple of $[Redacted – commercially sensitive information], and shall result in such Lender continuing to hold no less than $[Redacted – commercially sensitive information] of the Loan). Notwithstanding anything herein to the contrary, any Lender delivering to the Borrower a Change of Control Acceptance Notice shall have the right to withdraw such Change of Control Acceptance Notice in whole or in a portion thereof that is a principal amount of $[Redacted – commercially sensitive information] or in an integral multiple thereof, at any time prior to the close of business on the third (3rd) Business Day prior to the Change of Control Prepayment Date by delivery of a written notice of withdrawal to the Borrower and Administrative Agent.

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3.2Effect of Change of Control Acceptance Notice.
Upon receipt by the Borrower and Administrative Agent of a Change of Control Acceptance Notice from a Lender containing the information specified in Section 3.1.2, the Lender in respect of which such Change of Control Acceptance Notice was given shall (unless such Change of Control Acceptance Notice is withdrawn as specified in Section 3.1.2), thereafter be entitled to receive the Change of Control Prepayment Price with respect to the portion of the Loan so acceptance to be prepaid. The Change of Control Prepayment Price, together with all accrued and unpaid interest thereon, shall be paid to such Lender promptly on the Change of Control Prepayment Date. The portion of the Loan in respect of which a Change of Control Acceptance Notice has been given by the Lender thereof may not be converted into Common Shares pursuant to Article 4 on or after the date of the delivery of such Change of Control Acceptance Notice unless such Change of Control Acceptance Notice has first been validly withdrawn.
Article 4
CONVERSION
4.1Optional Conversion Prior to Maturity Date.
4.1.1At any time and from time to time, until the earlier of the Business Day preceding the Maturity Date, and the date of repayment in full, of the Principal Amount of the Loan and all accrued and unpaid interest thereon, each Lender may at its option elect to convert all or any portion of the Initial Principal Amount of the Loan owing to such Lender, into Common Shares at the Conversion Price and to convert all or any portion of the accrued and unpaid interest (including for greater certainty any interest earned on interest previously added to the Principal Amount pursuant to Section 2.4.1.3) into Common Shares at a conversion price equal to the Market Price of the Common Shares at time of the conversion of such amounts owing, subject to the approval of the TSX and the NYSE. The option of the Lender to convert any amounts pursuant to this Section 4.1 may be exercised by the delivery of a written notice (the “Conversion Notice”) by the Lender to the Borrower no later than three (3) Business Days prior to the proposed date of conversion, which proposed date shall then become the date fixed for conversion. Any Conversion Notice delivered by the Lender pursuant to this Section 4.1 may be withdrawn by written notice by the Lender to the Borrower at any time prior to the date fixed for conversion.
4.1.2Commencing [Redacted – commercially sensitive information] days following the Original Closing Date, on any date on which the Qualifying VWAP Criteria are satisfied, but subject to Section 4.2.2, the Borrower may at its option elect to require the Lenders to convert all or any portion of the Initial Principal Amount of the Loan owing to such Lender (the “Elected Principal Amount”) into Common Shares at the Conversion Price, upon delivery of a Conversion Notice by the Borrower to the Lenders, the date of conversion will be a date selected by the Borrower in such Conversion Notice, provided such date shall be not more than three (3) Business Days following delivery of such notice. Any Conversion Notice delivered by the Borrower pursuant to this Section 4.1 shall be irrevocable.
4.2Mechanics of Conversion.

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4.2.1At the date fixed for the conversion of any amounts hereunder, the Borrower shall deliver to each converting Lender in electronic form the number of Common Shares obtained by dividing the Canadian Dollar Equivalent Amount of such amounts being converted in respect of such Lender by: the Conversion Price (rounded down to the nearest whole number of Common Shares), or in the case of a conversion of accrued and unpaid interest (including interest added to the Principal Amount pursuant to Section 2.4.1.3) under Section 4.1.1, where the TSX and the NYSE have not approved the conversion of such interest at the Conversion Price, a conversion price equal to the Market Price of the Common Shares on the TSX at time of the conversion of such amounts owing, subject to the approval of the TSX and the NYSE (rounded down to the nearest whole number of Common Shares) as well as such other documentation as such Lender may reasonably require regarding the calculation of such number of Common Shares to be issued to attest that the securities are duly and properly issued, as fully paid and non-assessable Common Shares and, if the Common Shares are then listed on a national exchange or market, are Freely Tradeable. The Lender will be treated as having become the holder of record of the Common Shares issuable upon the conversion on the date fixed for conversion. Notwithstanding the foregoing, if the Borrower fails to issue and deliver the aforesaid Freely Tradeable Common Shares to a Lender, such Lender shall retain all rights contained under this Agreement until such Freely Tradeable Common Shares are issued and delivered.
4.2.2Notwithstanding Section 4.2.1, if at any time the issuance of Common Shares to a Lender upon conversion by a Lender of any portion of the Loan is not permitted by the TSX and the NYSE (or any other stock exchange on which the Common Shares are listed), then the unconverted portion of the Loan (and any accrued and unpaid interest and fees or other amounts payable hereunder) will at the option of the Lender remain outstanding or become due and payable in cash on the date fixed for the conversion.
4.3Hold Period.
Unless permitted under Applicable Securities Laws, a Lender under this Agreement must not assign its rights or obligations hereunder until the date that is four (4) months and a day from the Original Closing Date.
4.4U.S. Securities Laws.
4.4.1The Common Shares being acquired by Lenders are for investment only and not with a view of any distribution thereof, except in accordance with the Applicable Securities Law and the U.S. Securities Act. Lenders understand that the Common Shares have not been registered under the U.S. Securities Act, or the securities laws of any state and must be held indefinitely unless subsequently registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from registration is or becomes available. Each Lender is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the U.S. Securities Act and has not acquired Common Shares as a result of any general solicitation or general advertising. The Lenders will not distribute any Common Shares or any portion thereof in violation of the U.S. Securities Act or the applicable securities laws of any state. The Lenders (i) are familiar with the assets and operations of the Borrower, (ii) have been given the opportunity to ask questions of representatives of the Borrower and to obtain such information about the Borrower and their assets and operations as the Lenders have reasonably requested and (iii) have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Common Shares. In formulating a decision to enter into this Agreement, each Lender has relied solely upon the representations and warranties and covenants of the Borrower in this Agreement, upon an independent investigation of the Borrower and upon consultations with such Lender’s legal and financial advisors with respect to this Agreement and the nature of this investment.
4.4.2Each Lender understands and acknowledges that any Common Shares acquired by it will be considered “restricted securities” within the meaning of Rule 144(a)(3) under the U.S.

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Securities Act (“Restricted Securities”). To induce the Corporation to issue the Common Shares to the Lender without a U.S. Securities Act restrictive legend, the Lender represents, warrants and covenants to the Borrower as follows (collectively, the “Restricted Security Agreements”): (i) if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Common Shares, if any, it will do so only: (A) to the Borrower (though the Borrower is under no obligation to purchase any such securities), (B) pursuant to an effective registration statement under the U.S. Securities Act, or (C) outside the United States in accordance with Rule 903, or if the Lender is not an affiliate (as defined under the U.S. Securities Act) of the Borrower, in accordance with Rule 904 of Regulation S and in compliance with applicable local laws or regulations; (ii) it will cause any CDS Clearing and Depository Services Inc. (“CDS”) participant holding the Common Shares on its behalf, and the beneficial purchaser of the Common Shares, if any, to comply with the Restricted Security Agreements; and (iii) until the Common Shares no longer constitute Restricted Securities or until the resale of such Common Shares are registered under an effective registration statement under the U.S. Securities Act, it will not deposit any of the Common Shares into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any the Common Shares with Cede & Co. or any successor thereto.
4.4.3Each Lender understands and acknowledges that the Common Shares will not be represented by certificates that bear a U.S. restrictive legend or identified by a restricted CUSIP number in reliance on the acknowledgments, representations and agreements contained herein, including the Restricted Security Agreements set forth above.
4.4.4Each Lender has implemented appropriate internal controls and procedures to ensure compliance with the Restricted Security Agreements.
4.4.5The Borrower and the Lender covenant and agree that they shall enter into a registration rights agreement by no later than January 31, 2025, substantially in the same form as the registration rights agreement entered into between the Borrower and the Lender on December 13, 2021, in respect of all Common Shares held by the Lender and its Affiliates as of the date hereof and all Common Shares issuable upon the exercise or conversion of other securities of the Borrower held by the Lender and its Affiliates as of the date hereof, including any Common Shares issuable upon conversion hereunder and any Common Shares issuable upon the exercise of Common Share purchase warrants (including the Warrants).
4.5Lenders’ Conversion Limitations.
Unless otherwise agreed in writing by both the Borrower and the Lenders, the Borrower shall not effectuate any conversion of the Loan, and the Lenders shall not have any right to convert the Loan, to the extent that such conversion would result in such Lender (together with such Lender’s Affiliates and any other Persons acting as a group together with such Lender or any of such Lender’s Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Shares for purposes of the Relevant Section (as defined below) of the Exchange Act (“Attribution Parties”)), beneficially owning more than 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of shares of Common Shares issuable upon conversion of the Loan (subject to adjustment under this Section 4.5, such Lender’s “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Shares beneficially owned by the Lenders and their Attribution Parties shall include the number of Common Shares issuable upon conversion of any portion of the Loan with respect to which such determination is being made, but shall exclude the number of shares of Common Shares which would be issuable upon (i) conversion of any remaining portion of the Loan by the Lenders or any of their Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Lenders or any of their Attribution Parties.

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For purposes of this Section 4.5, (i) the determination of any “group” status shall be made in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) the determination of “beneficial ownership” shall be made in accordance with the determination of whether a person is a beneficial owner of more than 10% of the Common Shares outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Lenders that the Borrower is not representing to the Lenders that such calculation is in compliance with the Relevant Section of the Exchange Act and that the Lenders are solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitations contained in this Section 4.5 apply to the Lenders, the determination of whether any portion of the Loan are convertible, and the portion thereof that is convertible in relation to other securities owned by such Lender and such Lender’s Attribution Parties, shall be calculated by the Lender and the submission of a Conversion Notice shall be deemed to be a determination by such Lender in relation to other securities owned by such Lender and such Lender’s Attribution Parties that the portion of the Loan set forth in the applicable Conversion Notice is convertible. Upon receipt of a Conversion Notice, the Borrower shall independently confirm whether the conversion of any portion of the Loan set forth in the Conversion Notice by the Lender would result in the violation by the Lender of its Beneficial Ownership Limitation and, if so, shall instruct the Lender of such violation and shall not effectuate any conversion of any portion of the Loan that would result in such violation for the Lender. In making such determination, the Borrower shall be able to rely for all purposes on the information in a Conversion Notice as such Lender’s total beneficial ownership, inclusive of Attribution Parties. In the event that the issuance of Common Shares to the Lender upon the conversion of any portion of the Loan results in the Lender being deemed to beneficially own, in the aggregate, more than the Lender’s Beneficial Ownership Limitation, the number of shares so issued by which the Lender’s aggregate beneficial ownership exceeds the Lender’s Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Lender shall not have the power to vote or to transfer the Excess Shares. Upon the written request of a Lender, the Borrower shall within two (2) Business Days confirm in writing to such Lender the number of Common Shares then outstanding. The Lender, upon notice to the Borrower, may increase or decrease its Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the Common Shares outstanding and the provisions of this Section 4.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Borrower. The limitations contained in this paragraph shall apply to a successor Lender which successor Lender shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this Section 4.5.

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Article 5
ADJUSTMENT PROVISIONS
5.1Adjustment of Conversion Price.
The Conversion Price shall be subject to adjustment from time to time upon the occurrence of the events and in the manner provided for in this Article 5.
5.2Share Reorganization.
5.2.1Whenever the Borrower after the date of this Agreement:
(a)issues Common Shares or securities exchangeable for or convertible into Common Shares to holders of all or substantially all Common Shares by way of a stock dividend or other distribution (other than pursuant to a Rights Offering);
(b)subdivides the outstanding Common Shares into a greater number of shares; or
(c)combines or consolidates the outstanding Common Shares into a lesser number of shares,
(each of such events being herein called a “Share Reorganization”), then the Conversion Price shall in each case be adjusted effective immediately after the record date for such dividend or other distribution or, in the case of a subdivision, combination or consolidation, effective immediately after the record date or the effective date thereof if no record date is fixed, as the case may be, by multiplying the Conversion Price in effect immediately before the record date or effective date, as applicable, by a fraction of which:
(i)the numerator is the number of Common Shares outstanding on that record date or effective date before giving effect to the Share Reorganization; and
(ii)the denominator is the number of Common Shares that are or would be outstanding immediately after giving effect to the Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed in the Share Reorganization, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date).
5.2.2To the extent that convertible or exchangeable securities issued pursuant to a Share Reorganization are not converted into or exchanged for Common Shares before the expiration of the right to do so, the Conversion Price will be readjusted to the price which would then be in effect based upon the number of additional Common Shares actually delivered upon the conversion or exchange of such convertible or exchangeable securities, but subject to any other adjustment required hereunder by reason of any event arising after the record date for such Share Reorganization.
5.3Rights Offering.

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5.3.1Whenever the Borrower after the date of this Agreement issues rights, options or warrants to holders of all or substantially all Common Shares pursuant to which such holders are entitled, during a period ending not more than forty-five (45) days after the record date as at which holders so entitled are determined, to subscribe for, purchase or otherwise acquire Common Shares or securities convertible into or exchangeable for one or more Common Shares or fractions thereof, at a price per share (the “Per Share Cost”) that is less than 95% of the Current Market Price on that record date (any such issuance being herein called a “Rights Offering”), then the Conversion Price will be adjusted, effective immediately after that record date, by multiplying the Conversion Price in effect immediately prior to such record date by the fraction of which:
(a)the numerator is the sum of the number of Common Shares outstanding on the record date for the Rights Offering and a number determined by dividing the product of the Per Share Cost and
(i)where the event giving rise to the application of this Section 5.3 was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the maximum number of Common Shares that may be so subscribed for or purchased under the Rights Offering; or
(ii)where the event giving rise to the application of this Section 5.3 was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Common Shares, the number of Common Shares for which the maximum number of securities that may be so subscribed for or purchased under the Rights Offering could have been exchanged or into which they could have been converted;
by the Current Market Price on the record date; and
(b)the denominator is the sum of the number of Common Shares outstanding on that record date and the total number of additional Common Shares offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable) pursuant to the Rights Offering.
5.3.2The adjustment set forth in Section 5.3.1 above will be made successively whenever a record date is fixed, provided if two (2) or more such record dates referred to in this Section 5.3 are fixed within a period of thirty (30) days, the adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any rights, options or warrants issued pursuant to a Rights Offering are not exercised before the expiration thereof, or any convertible or exchangeable securities received upon exercise of any rights, options or warrants issued pursuant to a Rights Offering are not converted into or exchanged for Common Shares before the expiration of the right to do so, the Conversion Price will be readjusted to the price which would then be in effect based upon the number of additional Common Shares actually delivered upon the exercise of such rights, options or warrants, or issued upon the conversion or exchange of such convertible or exchangeable securities, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date for such Rights Offering.
5.4Special Distribution.
5.4.1Whenever the Borrower after the date of this Agreement issues by way of a dividend or otherwise distributes to holders of all or substantially all Common Shares:

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(a)shares of the Borrower other than Common Shares;
(b)evidences of indebtedness;
(c)cash or other assets; or
(d)rights, options or warrants to acquire shares or other securities of the Borrower, evidences of indebtedness, cash or other assets,
and such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non excluded events being herein called a “Special Distribution”), the Conversion Price will be adjusted, in each case effective immediately after the record date at which holders of Common Shares on which the Special Distribution is to be paid are determined, to a price determined by multiplying the Conversion Price in effect on such record date by a fraction of which:
(i)the numerator is:
(A)the product of the number of Common Shares outstanding on such record date, and the Current Market Price on such record date; less
(B)the amount by which the aggregate fair market value (as determined in good faith by the Board, subject to the prior approval of the TSX and the NYSE or, if required, any other stock exchange on which the Common Shares are then listed, other applicable exchange or market, as required) of such securities or property or other assets so issued or distributed in the Special Distribution exceeds the fair market value of any consideration received therefor by the Borrower from the holders of Common Shares (as determined in good faith by the Board); and
(ii)the denominator is the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date.
5.5Corporate Reorganization.
5.5.1Whenever there is after the date of this Agreement:
(a)a reclassification of the Common Shares, a change of Common Shares into other shares or securities, or any other capital reorganization of the Borrower affecting Common Shares, to which none of Sections 5.2, 5.3 or 5.4 applies;
(b)a consolidation, merger or amalgamation of the Borrower with or into another body corporate or entity (other than any such event which does not result in a reclassification of the Common Shares or a change of Common Shares into other shares or securities); or

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(c)a transaction whereby all or substantially all of the Borrower’s undertaking and assets become the property of another corporation or entity, (any such event being herein called a “Corporate Reorganization”), a Lender, if it thereafter exercises its right of conversion under this Agreement, will acquire and will accept, for the same aggregate consideration, in lieu of the Common Shares to which such Lender would otherwise have been entitled upon such conversion, the number or amount and class, series or kind of shares or other securities, cash or other property that the Lender would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, the Lender had been the holder of the number of Common Shares that the Lender would have acquired upon such conversion immediately before the Corporate Reorganization. As a condition precedent to taking any action that would constitute a Corporate Reorganization, the Borrower shall take all action that is necessary in order that the Borrower, any successor to the Borrower, or any successor to its assets and undertaking, may validly and legally issue as fully paid and non-assessable such shares, securities, cash or other property to which the Lenders are entitled under this Section 5.5 and that the Lenders shall thereafter be entitled to receive such shares, securities, cash or other property, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Article 5. If necessary as a result of any Corporate Reorganization, appropriate alterations (subject to the prior approval of the TSX and the NYSE or, if required, any other stock exchange on which the Common Shares are then listed, or other applicable exchange or market, as required) shall be made to the provisions set forth in this Article 5 with respect to the rights and interests of the Lenders to the end that such provisions will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, securities, cash or other property thereafter deliverable on the exercise of the Lenders’ rights of conversion under this Agreement, and any such adjustment will be made by and set forth in an amendment hereto.
5.6Conversion Rights Adjustment Rules.
5.6.1The following rules and procedures are applicable to adjustments made pursuant to this Article 5:
(a)any Common Shares owned by or held for the account of the Borrower shall be deemed not to be outstanding for the purpose of any computation pursuant to this Article 5;
(b)the adjustments and readjustments provided for in this Article 5 are cumulative and, subject to Section 5.6(a), will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and other events that require adjustment of the Conversion Price or the number or kind of shares, securities, cash or other property issuable hereunder;
(c)no adjustment in the Conversion Price shall be required unless it would result in a change of at least 1% in the Conversion Price then in effect, provided however, any adjustments which, except for the provisions of this paragraph, would otherwise have been required to be made, shall be carried forward and taken into account in the next adjustment;
(d)no adjustment will be made as a result of an event described in Sections 5.2.1(a), 5.3 or 5.4 if the Lenders are entitled to participate in the event (subject to the prior approval of the TSX and the NYSE or, if required, any other stock exchange on which the Common Shares are then listed) on the same terms, mutatis mutandis, as if it had exercised its right of conversion in respect of the entire Principal Amount of the Loan and any accrued and unpaid interest immediately before the effective date of or record date for the event;

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(e)no adjustment in the Conversion Price shall be made in respect of the issue of Common Shares or securities convertible into Common Shares pursuant to:  this Agreement; upon conversion, exchange or exercise of securities of the Borrower existing as of the date of this Agreement or issued pursuant to clause (e); or any equity incentive plan for officers, employees or directors of the Borrower or any other Project Entity;
(f)any dispute that arises at any time with respect to any adjustment or determination made pursuant to this Article 5 (including, without limiting the generality of the foregoing, a determination under Section 5.7 as to whether any action taken by the Borrower requires that an adjustment be made) shall be conclusively determined by such Canadian nationally recognized independent investment banking or accounting firm selected by the Borrower and acceptable to the Majority Lenders, acting reasonably. The matters in dispute shall be determined by the investment banking or accounting firm so appointed within ten (10) days of its appointment. The determination of the matters in dispute by the investment banking or accounting firm so appointed shall be final and binding on the Borrower and the Lenders, absent manifest error;
(g)in the absence of a resolution of the directors of the Borrower fixing the record date for an event referred to in Sections 5.2, 5.3, 5.4 and 5.5, and except as otherwise required by law, the Borrower will be deemed to have fixed as the record date therefor the date on which the event is effected; and
(h)if the Borrower sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall thereafter legally abandon its plans to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Conversion Price shall be required by reason of the setting of such record date.
5.7Other Actions.
If the Borrower shall take any action of the nature of those described in Sections 5.2, 5.3, 5.4 and 5.5 affecting the Common Shares, other than actions described in those Sections, which would affect the rights of the Lenders to acquire Common Shares hereunder or the Conversion Price, the Common Shares and/or the Conversion Price will be adjusted, in such manner, and at such time, as the Board determines, acting reasonably and in good faith, will result in an adjustment to the rights of the Lenders to receive Common Shares and/or an adjustment to the Conversion Price that is consistent with the principles governing the basis on which such adjustment is to be made in the event that the Borrower takes one (1) or more of the actions specifically referred to in Sections 5.2, 5.3, 5.4 and 5.5 (subject to the prior approval of the TSX and the NYSE or, if required, any other stock exchange on which the Common Shares are then listed).

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5.8Postponement of Issuance of Common Shares.
5.8.1In any case in which this Article 5 results in a decrease of the Conversion Price taking effect immediately after the record date for an event, if any amount is converted pursuant to Section 4.1 after that date and before the consummation of the event, the Borrower may postpone until such consummation:
(a)issuing to each Lender such of the Common Shares to which such Lender is entitled pursuant to such exercise as exceeds those to which such Lender would have been entitled if such conversion had taken place immediately before that date; and
(b)delivering to each Lender any distributions declared with respect to such additional Common Shares,
but such Common Shares and any such distributions shall be so issued and delivered to the Lenders upon consummation of that event with the number of such Common Shares and amount of any such distributions calculated on the basis of the Conversion Price, as applicable, on the exercise date adjusted for consummation of that event. The Borrower shall deliver to the Lender an appropriate instrument evidencing the Lenders’ rights to receive such Common Shares and any such distributions upon consummation of that event.
5.9No Requirement to Issue Fractional Shares.
The Borrower shall not be required to issue fractional shares upon conversion of any amount under this Agreement. If any fractional interest in a share would, except for the provisions of this Section 5.9, be deliverable to a Lender upon the conversion, the Borrower shall, in lieu of delivering any certificate representing such fractional interest, satisfy such fractional interest by paying to such Lender an amount of lawful money of Canada equal to the total amount tendered for conversion remaining after so much of the amount tendered for conversion as may be converted into a whole number of Common Shares has been so converted.
5.10Certificate as to Adjustment.
The Borrower shall immediately after the occurrence of any event which requires an adjustment or readjustment as provided for in this Article 5, deliver a certificate signed by an officer of the Borrower to the Lenders specifying the nature of the event requiring such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the adjustment specified therein shall, if so requested by the Majority Lenders, be verified by an opinion of an investment banking or accounting firm in accordance with Section 5.6.1(f).
5.11Notice of Certain Events.
At least fourteen (14) days (or, if such period is not practicable, as soon as is practicable) before the effective date of or record date for an event referred to in Sections 5.2, 5.3, 5.4 and 5.5 that requires or might require an adjustment to the Conversion Price or the Common Shares which the Lenders are entitled to acquire on the exercise of its conversion rights, the Borrower shall give notice to the Lenders of the particulars of the event and, to the extent determinable, any adjustment required.

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If any adjustment for which a notice pursuant to this Section 5.11 is given is not then determinable, the Borrower shall, promptly after the adjustment is determinable, give notice to the Lenders of the adjustment.
Article 6
OTHER PROVISIONS RELATING TO THE FACILITY
6.1Several Obligations.
Each Lender is severally liable for the Principal Amount advanced by such Lender and the Lenders are not jointly liable or jointly and severally liable. No Lender shall be obligated to fund its portion of the Loan unless it is reasonably confident that the other Lenders will fund their respective portions of the Loan.
6.2Default Interest.
The Borrower shall pay to the Lenders interest on overdue amounts both before and after demand, default and judgment, and on the Principal Amount upon the occurrence and continuation of an Event of Default, at a rate per annum equal to, subject to and only to the extent permitted by Applicable Law, the Default Rate, calculated on a daily basis on the actual number of days elapsed in a three hundred sixty (360)-day year, computed from the date the amount becomes due for so long as the amount remains overdue. Such interest shall be payable upon demand made by the Lenders and shall be compounded on each Quarterly Date.
6.3Payments Generally.
All cash payments made pursuant to this Agreement (in respect of principal, interest or otherwise) shall be made by the Borrower to the Lenders by way of deposit by or on behalf of the Borrower to the account specified therefor by the Lenders to the Borrower from time to time no later than 1:00 p.m. (New York City time) on the due date thereof. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the applicable Lender otherwise agrees in writing. All payments hereunder shall be made to the Lenders pro rata according to their Applicable Percentage.
6.4Application of Payments.
Any amounts prepaid or repaid pursuant to Section 2.5 shall not be reborrowed, and the Lenders’ Principal Amount in respect thereof shall be cancelled.
6.5Payments – No Deduction.
6.5.1All payments (which for this purposes, shall be deemed to include the issuance of Common Shares) made in respect of this Agreement or any other Loan Document (each such amount, a “Payment”) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any Taxes, other than Excluded Taxes, except to the extent otherwise required by Applicable Law.

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6.5.2If the payor of any Payment (the “Payor”) is required by Applicable Law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any Payment (any such Tax withheld by the Payor, an “Indemnified Withholding Tax”) to a Lender, then the amount otherwise payable to such Lender shall be increased by such amount (“Additional Amounts”) as may be necessary so that after making all required deductions or withholdings such Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made from such Payment, and the Payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law.
6.5.3If a Lender becomes liable for any Tax on any Payment, other than (i) any Excluded Taxes or (ii) any Indemnified Withholding Tax in respect of which the Lender has received Additional Amounts in accordance with Section 6.5.2 (any such other Tax, an “Indemnified Other Tax”), then the Payor shall indemnify such Lender for such Tax, and the indemnity payment shall be increased as may necessary so that after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Lender shall receive the full amount of Taxes for which it is liable, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such Indemnified Other Tax delivered to the Payor by such Lender shall be conclusive absent manifest error.
6.5.4If requested by the Borrower, the Lenders shall use reasonable commercial efforts to dispute the imposition or assertion by the relevant Governmental Body of any Indemnified Taxes, all at the Borrower's expense; provided, however, that the Lender may refuse to do so if doing so would have an adverse impact on it (including by disputing the imposition or assertion of such Taxes if there is no reasonable basis to do so), as determined by the Lenders, acting reasonably. In the event that the Lender proceeds with disputing the imposition or assertion of such Taxes, the Lender will have carriage of such dispute and any related communications and proceedings, provided that Lender shall (i) timely keep the Borrower informed of any material developments relating to the dispute and proceedings, (ii) timely provide the Borrower with copies of any written correspondence with the relevant Governmental Body relating to the dispute or proceedings, (iii) give due consideration to any suggestions by the Borrower relating to the conduct of the dispute or proceedings, and (iv) not settle, compromise or otherwise resolve such dispute without the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding clause (iv) of the immediately foregoing sentence, the Lender shall be entitled to discontinue such dispute at any time that it determines, acting reasonably, that the continuation of such dispute would have an adverse impact on it. In no event shall the Lender have any liability whatsoever to the Borrower for any decision by it to commence, settle, compromise, resolve or discontinue such dispute, the manner in which the Lender carries out such dispute or the results thereof.
6.5.5If a Lender receives a refund of any Indemnified Taxes, or the Lender, acting reasonably, determines that, because of the payment of such Indemnified Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 6.5 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The Payor, upon the request of a Lender, agrees to repay the amount paid over to the Payor to such Lender, without interest, if such Lender is required to repay such refund or reduction to such Governmental Body. This paragraph shall not be construed to require a Lender to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

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6.5.6Any Lender that is entitled to an exemption from or reduction of Taxes under the law of the jurisdiction in which the Borrower or any Payor is resident for tax purposes, any treaty to which such jurisdiction is a party, or otherwise, with respect to any payments made in respect of this Agreement shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding Taxes. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 6.5.6 that such Lender is not legally able to deliver.
6.5.7Following the execution and delivery of this Agreement, each of the parties hereto will co-operate reasonably with the other parties hereto in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate the reduction of the Borrower’s or any other Group Member’s obligations to pay any Additional Amounts or Indemnified Other Taxes pursuant to this Section 6.5 or for any other reasonable tax planning purpose of any party, provided that such adjustments have no material adverse impact on the non-proposing party and that the costs of such adjustments shall be paid for by the proposing party. For greater certainty, if, as a result of a change in Applicable Law or in the interpretation of any Applicable Law by a relevant Governmental Body (a “Change in Law”), the Borrower or any other Group Member is required to pay any Indemnified Taxes pursuant to this Section 6.5 which are materially in excess of the Indemnified Taxes which would have been paid to a Buyer prior to the Change in Law, the parties agree that, upon the request of the Borrower, the parties shall negotiate in good faith to implement any proposed adjustments to the structure or terms of this Agreement and any other relevant agreement between the Parties so that the Borrower is no longer materially and adversely affected by such Change in Law; provided that, notwithstanding anything in this Agreement to the contrary, no party shall be obligated to execute any such amendment if doing so would have an adverse impact on such party, as determined by such party in its sole and absolute discretion acting reasonably.
6.6Illegality.
If any Applicable Law comes into force after the Effective Date, or if any change in any existing Applicable Law or in the interpretation or application thereof by any court or Governmental Body now or hereafter makes it unlawful for a Lender to have advanced or acquired an interest in the Loan or to give effect to its obligations in respect thereof, such Lender may, by written notice thereof to the Borrower, declare its obligations under this Agreement to be terminated, and the Borrower shall prepay, within the time required by such law, the Principal Amount together with accrued interest thereon and any other amounts owing under this Agreement as may be applicable to the date of such payment. If any such event shall, in the opinion of such Lender, only affect part of its obligations under this Agreement, the remainder of this Agreement shall be unaffected, and the obligations of the Credit Parties under the Loan Documents shall continue.

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Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the judgment of such Lender, acting reasonably, otherwise be materially disadvantageous to such Lender.
6.7Change in Circumstances.
If the introduction of or any change in any Applicable Law relating to a Lender or any change in the interpretation or application thereof by any Governmental Body or compliance by a Lender with any request or direction of any Governmental Body:
(a)subjects such Lender or causes the withdrawal or termination of a previously granted exemption with respect to any Taxes or changes the basis of taxation of payments due to the Lender or increases any existing Taxes on payments of amounts owing to such Lender (other than Excluded Taxes);
(b)imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, such Lender;
(c)imposes on such Lender or requires there to be maintained by such Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects such Lender’s allocation of capital resources to its obligations) in respect of such Lender’s obligations hereunder; or
(d)imposes on such Lender any other condition or requirement with respect to this Agreement (other than Excluded Taxes);
and such occurrence has the effect of:
(e)increasing the cost to such Lender of agreeing to make or making, maintaining or funding the Facility, the Loan or any portion thereof;
(f)reducing the amount of the Obligations owing to such Lender;
(g)directly or indirectly reducing the effective return to such Lender under this Agreement or on its overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a higher rate of income tax being imposed on such Lender’s overall income); or
(h)causing such Lender to make any payment or to forego any interest, fees or other return on or calculated by reference to any sum received or receivable by such Lender hereunder;
then such Lender shall also provide a notice to the Borrower with sufficient particulars (including, for greater certainty, the details of calculations relevant thereto), the facts relevant to the application of this Section 6.7, and, absent manifest error in such notice, the Borrower shall promptly upon demand by such Lender pay or cause to be paid to such Lender such additional amounts as shall be sufficient to fully indemnify such Lender for such additional cost, reduction, payment, foregone interest or other return provided that the Borrower shall not be required to pay such additional amounts unless such additional amounts are being demanded by such Lender as a general practice from its borrowers similarly obligated.

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Such Lender shall provide to the Borrower a certificate in respect of the foregoing which incorporates reasonable supporting evidence thereof and any such certificate will be prima facie evidence thereof except for manifest error.
6.7.1For purposes of the foregoing, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and  all requests, rules, regulations, guidelines or directives whether concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed a “change in Applicable Law” regardless of the date enacted, adopted, applied or issued.
6.8Payment of Costs and Expenses.
6.8.1The Borrower shall pay to the Administrative Agent and the Lenders all reasonable and documented out of pocket due diligence expenses, including but not limited to documented legal and mining consultants' costs incurred by the Administrative Agent and the Lenders on or prior to the date of this Agreement, including all reasonable and documented out of pocket costs associated with the drafting of this Agreement and the other Loan Documents.
6.8.2The Borrower shall pay to the Administrative Agent and the Lenders on demand all reasonable and documented costs and expenses of the Administrative Agent and the Lenders and their agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) in connection with this Agreement and the other Loan Documents incurred after the date of this Agreement in connection with the following:
(a)any actual or proposed amendment or modification of the Loan Documents or any waiver thereunder and all instruments supplemental or ancillary thereto; and
(b)the defence, establishment, protection or enforcement of any of the rights or remedies of the Lenders under this Agreement or any of the other Loan Documents.
6.9Indemnities.
6.9.1The Credit Parties shall, jointly and severally, indemnify and save harmless the Administrative Agent and the Lenders from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including the reasonable and documented fees, expenses and disbursements of one outside legal counsel, per applicable jurisdiction to the Lenders and, in the case of an actual or perceived conflict of interest where the party to be indemnified affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, but excluding consequential special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a claim by a third party), which may be incurred by the Administrative Agent or the Lenders as a consequence of or in respect of default by the Borrower in the payment when due of any Obligation or any other Default or Event of Default hereunder which is continuing, the entering into by the Administrative Agent and the Lenders of this Agreement and any amendment, waiver or consent relating hereto, and the performance by the Administrative Agent and the Lenders of their obligations under this Agreement (which for greater certainty will not include any grossly negligent act or wilful misconduct on the part of the Administrative Agent or any Lender or any changes in the value of the Loan as a result of market interest rate fluctuations and credit rate spread), the application by the Borrower of the proceeds of the Facility, the development or operation of the Project, or (e) the entering into of the Warrant Certificates or the issuance of the Warrants, except for any such any such claim, demand, liability, damage, loss, cost, charge or expense that a non-appealable court of competent jurisdiction determined arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct. A certificate of an officer of the Administrative Agent or the applicable Lender as to any such claim, demand, liability, damage, loss, cost, charge or expense and containing reasonable details of the calculation shall be, absent manifest error, prima facie evidence of the amount of such claim, demand, liability, damage, loss, cost, charge or expense.

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6.9.2The Credit Parties shall, jointly and severally, indemnify and save harmless the Administrative Agent and each Lender and their Affiliates, agents, officers, directors and employees (each an “Indemnified Party”) from all Claims which may be asserted against or incurred by such Indemnified Party under or on account of any applicable Environmental Law (including the assertion of any Encumbrance thereunder), whether as a lender to the Borrower, or as successor to or assignee of any right or interest of any Project Entity or as a result of any order, investigation or action by any Governmental Body relating to any one of their business or property in which it has a direct or indirect interest, including any Claims arising from:
(a)the Release of a Hazardous Substance, the threat of the Release of any Hazardous Substance, or the presence of any Hazardous Substance affecting the real or personal property directly or indirectly owned or operated by any Group Member, whether or not the Hazardous Substance originates or emanates from such Group Member’s directly or indirectly held property or any other real property or personal property located thereon;
(b)the Release of a Hazardous Substance owned by, or under the charge, management or control of any Group Member or any predecessors or assignors thereof;
(c)any costs of removal or remedial action incurred by any Governmental Body or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources in relation to the real property or personal property directly or indirectly owned or operated by any Group Member or any contiguous real property or personal property located thereon, including reasonable and documented costs of assessing such injury, destruction or loss incurred pursuant to Environmental Law;
(d)liability for personal injury or property damage arising by reason of any civil law offences or quasi-criminal offences or under any statutory or common tort law theory and any and all other third party Claims of any and every nature whatsoever, including, without limitation, damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity at, near, or with respect to the real or personal property directly or indirectly owned or operated by any Group Member; and/or
(e)any other matter relating to the environment and Environmental Law affecting the property or the operations and activities of any Group Member within the jurisdiction of any Governmental Body; except for any such Claims that a non-appealable court of competent jurisdiction determined arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct.

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6.10Maximum Rate of Interest.
6.10.1Notwithstanding anything herein or in any of the other Loan Documents to the contrary:
(a)in the event that any provision of this Agreement or any other Loan Document would oblige the Borrower to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Effective Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows:
(i)by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other Applicable Law;
(ii)by reducing the amount or rate of interest exigible under Sections 2.4 and 6.2; and
(iii)any amount or rate of interest referred to in this Section 6.10 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Agreement (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada) or any other Applicable Law) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination, absent manifest error.
Article 7
SECURITY
7.1Security Documents.
As security for the due and punctual payment of all of the Obligations, the Borrower shall, and as security for the Guarantee by each of the Guarantors the Borrower shall cause each of the Guarantors to, on or prior to the Effective Date, grant a continuing security interest and an Encumbrance in favour of the Collateral Agent over all of the Collateral (subject only to Permitted Encumbrances and the Intercreditor Agreement), and in furtherance thereof shall deliver or cause to be delivered to the Collateral Agent, for the benefit of the Lenders, in form and substance satisfactory to Lenders’ counsel, acting reasonably:
7.1.1a Guarantee of the Obligations from each Guarantor;
7.1.2a Security Agreement from each Credit Party;

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7.1.3subject to Section 9.1.1(l), the Nevada Security Documents;
7.1.4Pledge Agreements from each Credit Party with respect to equity interests it holds in any other Credit Party;
7.1.5an assignment of the proceeds of any property insurance policy relating to the Collateral in which the Credit Party has an interest;
7.1.6if required pursuant to the Gold Prepay Agreement or any Refinancing Facility, a specific assignment of the Material Contracts that any Credit Party is party to or bound by, together with applicable acknowledgements from the counterparties thereto;
7.1.7deposit account control agreements between each Credit Party, the Collateral Agent, and JPMorgan Chase Bank, N.A. in respect of each Proceeds Account; and
7.1.8all share or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements or as otherwise reasonably required by the Administrative Agent or the Lenders for the purposes of granting, protecting or ensuring a (subject only to Permitted Encumbrances) perfected Encumbrance in favour of the Collateral Agent, for the benefit of the Purchasers, in all assets and property of, and pledged equity in, the Credit Parties (other than Excluded Assets).
7.2Additional Security from New Subsidiaries.
The Borrower shall cause each Person that becomes a Credit Party after the date hereof (by way of acquisition or otherwise) to promptly deliver to the Collateral Agent (a) a Guarantee of the Obligations, (b) security over the undertaking, property and assets of such Subsidiary substantially to the same effect as the Security provided for in Section 7.1, (c) a third party legal opinion from the Borrower’s counsel concerning such Subsidiary, Guarantee and security, to all be delivered to the Administrative Agent, the Lenders and the Collateral Agent contemporaneously with such Person first becoming a Credit Party, together with all share or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, consents, authorizations, registrations (or evidence of the filing of the same with the applicable authority for the purposes of registration) and supporting documentation (including updates to disclosure schedules hereto) in respect thereof as necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.
7.3Further Assurances—Security.
7.3.1The Borrower shall, and the Borrower shall cause each other Guarantor to, take or cause to be taken such action and execute and deliver or cause to be executed and delivered to the Collateral Agent such agreements, documents and instruments as the Administrative Agent or the Collateral Agent shall reasonably request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Lenders’ counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Section 7.1 or 7.2 as first-ranking Encumbrances (subject to the Intercreditor Agreement) of the Person granting such Encumbrances, subject only to the Permitted Encumbrances, in all jurisdictions reasonably required by the Administrative Agent or the Collateral Agent, in each case within a reasonable time after the request therefor by the Administrative Agent or the Collateral Agent or the Administrative Agent’s counsel, and in each case, in form and substance satisfactory to the Administrative Agent’s counsel, acting reasonably.

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7.3.2The Borrower shall not, and the Borrower shall not permit any other Guarantor to, change its legal or operating name or the location of its chief executive office, except with at least 15 days’ prior written notice to the Administrative Agent and the Collateral Agent.
7.3.3The Borrower shall promptly notify the Lenders of (i) the acquisition by any Project Entity of any Project Real Property, whether owned or leased (and in the case of any leased property, provide the Collateral Agent with a charge over such leasehold interest on terms satisfactory to the Administrative Agent and the Collateral Agent, acting reasonably), and (ii) any new locations of tangible assets of any Project Entity, other than inventory in transit.
7.4Security Effective Notwithstanding Date of Advance.
The Security shall be effective and the undertakings in this Agreement and the other Loan Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments under this Agreement or any of the other Stream Documents, but shall constitute continuing security to and in favour of the Collateral Agent for the benefit of the Lenders for the Obligations from time to time.
7.5No Merger.
The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lenders shall in any way affect any of the provisions of this Agreement, the other Loan Documents or the Security.
7.6Release of Security.
7.6.1Subject to Section 7.6.2, following indefeasible payment and performance in full of all Obligations under this Agreement and the other Loan Documents, the Administrative Agent will promptly, at the request, cost and expense of the Borrower, direct the Collateral Agent to release and discharge the right and interest of the Administrative Agent and the Lenders in the Collateral.
7.6.2Subject to the Intercreditor Agreement, if any Collateral is disposed of as permitted by this Agreement or is otherwise released from the Security at the direction or with the consent of the Administrative Agent, at the request, cost and expense of the Borrower (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such disposition), the Administrative Agent shall direct the Collateral Agent to discharge such Collateral from the Security and deliver and re-assign to the relevant Credit Party (without any representation or warranty) any of such Collateral as is then in the possession of the Collateral Agent.

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7.7Stockpiling.
If the Owner or any other Credit Party intends to stockpile, store, warehouse or otherwise place Minerals or other minerals forming part of the Collateral off the Project Real Property, before doing so, such Owner or other Credit Party shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Collateral Agent a written acknowledgement in form and substance satisfactory to the Administrative Agent, acting reasonably, which provides that the Owner’s and/or its Affiliates’, as applicable, rights to the Minerals or other minerals forming part of the Collateral shall be preserved and which acknowledges the Lenders’ Encumbrances thereon and provides the Collateral Agent with a right of access in the event of enforcement by the Collateral Agent of the Security Documents.
7.8Consent to Refinancing Facility and Agreement to Subordinate.
The Lenders hereby consent to any Refinancing Facility, provided that such Refinancing Facility is subject to an intercreditor agreement on substantially similar terms and conditions as the Intercreditor Agreement, and agree that in connection with the Borrower entering into any Refinancing Facility the Administrative Agent shall enter into such an intercreditor agreement with the lenders under such Refinancing Facility (or an agent on behalf of such lenders).
Article 8
REPRESENTATIONS AND WARRANTIES
8.1Representations and Warranties of Credit Parties.
The Borrower, as to itself and as to each of its Subsidiaries and, where applicable, each Credit Party represents and warrants to the Administrative Agent and the Lenders at the date hereof and the date of each Compliance Certificate hereunder, as follows:
8.1.1Organization and Powers. The Borrower and each other Project Entity: has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; except as disclosed in Schedule 8.1.1, has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Loan Documents to which it is or will become a party, and to perform its obligations thereunder; and is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of its business or the property or assets owned or leased by it make such qualification, licensing or registration necessary. No proceeding has been instituted or, to the knowledge of the Borrower, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. The Borrower and each other Project Entity is up-to-date in all of its corporate filings in all material respects and is (if applicable) in good standing under Applicable Laws.

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8.1.2Authorization; No Conflict. Except as disclosed in Schedule 8.1.2, the execution and delivery by the Borrower and each other Project Entity of the Loan Documents to which it is or will become a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: contravene any provision of its constitutional documents or any resolution of its shareholders, partners or directors (or any committee thereof); conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any Material Contract; violate any Applicable Law; or other than as contemplated by the Loan Documents result in, or require, the creation or imposition of any Encumbrance on any property or assets of a Project Entity.
8.1.3Execution; Binding Obligation. Each Loan Document to which the Borrower or any other Credit Party is or will become a party: has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the Borrower or the applicable Credit Party; and constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of the Borrower and such other Credit Party as applicable, enforceable against the Borrower and such other Credit Party, as applicable, in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to generally applicable principles of equity.
8.1.4Consents. Except as disclosed in Schedule 8.1.4, no Group Member is required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Loan Document or other Key Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herein and therein, other than those that have already been obtained and copies of which have been provided to the Administrative Agent, including the conditional approval of the TSX and the NYSE of the transactions contemplated by the Key Transactions Documents that require such approval, and filings required to be made on or following the Effective Date pursuant to such conditional approval.
8.1.5Corporate Structure; Subsidiaries; Other Ventures. Schedule 8.1.5 sets forth the true and complete list of all Subsidiaries of the Borrower, including the type and number of issued and outstanding shares or other equity interests of each such Subsidiary and the Person in whose name such shares or equity interests are registered. Except as set out in Schedule 8.1.5, no Person (other than a Credit Party) has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire (whether or not subject to conditions) common shares or other equity interests of any Project Entity. No Project Entity is engaged in any joint purchasing arrangement, joint venture, partnership and other joint enterprise with any other Person. No Person has a direct or indirect ownership interest in any Project Entity (other than the Borrower) except as set out in Schedule 8.1.5, or the Project Property or is otherwise involved in any manner in the operation of the Projects, other than the Borrower and the Project Entities.
8.1.6Principal Place of Business and Other Locations. The jurisdiction of incorporation, principal place of business, location of corporate records, and location of tangible assets (except for inventory which is in transit) of each Credit Party as of the date hereof is set out in Schedule 8.1.6 (or if such Schedule is replaced in accordance with this Agreement, such replacement Schedule).
8.1.7Residence for Tax Purposes. The Borrower is a resident of Canada (and no other jurisdiction) for tax purposes. Each of the Subsidiaries of the Borrower is a resident of the United States for tax purposes (and no other jurisdiction).
8.1.8Solvency. Neither the Borrower nor any other Project Entity is or can reasonably be expected to become insolvent within the meaning of Applicable Law.

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8.1.9No Defaults; Material Contracts. No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give any Project Entity or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract, Authorization or Order to which it is a party or by which it or its properties and assets may be bound, and, to the knowledge of the Borrower, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:
(a)all Material Contracts as of the date hereof are set out in Schedule 1.1.117, and true and complete copies thereof have been made available to the Administrative Agent;
(b)no Project Entity nor, to the knowledge of the Borrower, any other Person, is in default or breach in any material respect in the observance or performance of any term, covenant or obligation to be performed by such Project Entity or such other Person under any Material Contract to which such Project Entity is a party or by which it is otherwise bound (including its property and assets) and each such Material Contract is in good standing, constitutes a valid and binding agreement of each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to generally applicable principles of equity; and
(c)neither the Borrower nor any other Project Entity has any knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such Material Contract and no Project Entity has received notice of any intention to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby.
8.1.10Title to Real Property. The Project Entities, subject to Permitted Encumbrances:
(a)have or has valid and subsisting leasehold title to all leases of real property and Mineral Interests included within the Real Property;
(b)have or has valid possessory and record title to all Mineral Interests included within the Real Property, except such Mineral Interests that are leased to the Project Entities and are covered under paragraph (a); and
(c)have or has good and marketable title to such other real property interests included within the Real Property and not otherwise included under paragraphs (a) and (b).
Such Real Property is free and clear of all Encumbrances other than Permitted Encumbrances. Except as disclosed in Schedule 1.1.158 and Schedule 1.1.174 as of the date hereof, neither the Borrower nor any Project Entity holds any freehold, leasehold or other real property interests or rights (including licenses from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements).

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8.1.11Other Project Property. The Project Entities have good and valid title to, or leasehold interest in, all other Project Property that is not Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.
8.1.12Project Property. Without limiting the generality of Section 8.1.10 and Section 8.1.11, except as set out in Schedule 8.1.12:
(a)Granite Creek Owner owns or otherwise has valid rights to use all of the Granite Creek Project Property, and no Person other than the Granite Creek Owner has any rights to participate in the Granite Creek Project Real Property or operate the Granite Creek Project;
(b)the Granite Creek Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Granite Creek Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(c)other than the Royalties, the Offtake Agreement, the Gold Prepay Agreement, this Agreement, the Convertible Debt Agreements and the NGM Consent Agreement, none of the Granite Creek Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;
(d)other than pursuant to Applicable Laws, there are no restrictions on the ability of Granite Creek Owner to exploit the Granite Creek Project Real Property; the Granite Creek Owner owns or otherwise has valid rights to use all of the Granite Creek Project Property, and no Person other than the Granite Creek Owner has any rights to participate in the Granite Creek Project Real Property or operate the Granite Creek Project;
(e)Ruby Hill Owner owns or otherwise has valid rights to use all of the Ruby Hill Project Real Property, and no Person other than Ruby Hill Owner has any rights to participate in the Ruby Hill Project Real Property or operate the Ruby Hill Project;
(f)the Ruby Hill Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Ruby Hill Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(g)other than the Royalties, the Offtake Agreement, the Gold Prepay Agreement, this Agreement and the Convertible Debt Agreements, none of the Ruby Hill Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;
(h)other than pursuant to Applicable Laws, there are no restrictions on the ability of the Ruby Hill Owner to exploit the Ruby Hill Project Real Property;

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(i)McCoy-Cove Owner owns or otherwise has valid rights to use all of the McCoy-Cove Project Property, and no Person other than the McCoy-Cove Owner has any rights to participate in the McCoy-Cove Project Real Property or operate the McCoy-Cove Project;
(j)the McCoy-Cove Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the McCoy-Cove Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(k)other than the Royalties, the Offtake Agreement, the Gold Prepay Agreement and this Agreement, none of the McCoy-Cove Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;
(l)other than pursuant to Applicable Laws, there are no restrictions on the ability of McCoy-Cove Owner to exploit the McCoy-Cove Project Real Property; the McCoy-Cove Owner owns or otherwise has valid rights to use all of the McCoy-Cove Project Property, and no Person other than the McCoy-Cove Owner has any rights to participate in the McCoy-Cove Project Real Property or operate the McCoy-Cove Project;
(m)Lone Tree Owner owns or otherwise has valid rights to use all of the Lone Tree Project Property, and no Person other than the Lone Tree Owner has any rights to participate in the Lone Tree Project Real Property or operate the Lone Tree Project;
(n)the Lone Tree Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Lone Tree Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(o)other than the Royalties, the Offtake Agreement, the Gold Prepay Agreement and this Agreement, none of the Lone Tree Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and
(p)other than pursuant to Applicable Laws, there are no restrictions on the ability of Lone Tree Owner to exploit the Lone Tree Project Real Property; the Lone Tree Owner owns or otherwise has valid rights to use all of the Lone Tree Project Property, and no Person other than the Lone Tree Owner has any rights to participate in the Lone Tree Project Real Property or operate the Lone Tree Project.
8.1.13Maintenance of Project Property. Except as disclosed in Schedule 8.1.13, all mining concession, maintenance fees, recording fees, and Taxes and all other amounts have been paid when due and payable and all other actions and all other obligations as are required to maintain the Project Property in good standing, have been taken and complied with in all material respects.

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8.1.14No Expropriation. No Project Property, nor any part thereof, has been taken or expropriated by any Governmental Body nor has any notice been given or proceeding commenced by a Governmental Body in respect thereof nor, to the knowledge of the Borrower, is there any intent or proposal to give any such notice or commence any such proceeding.
8.1.15Insurance. The Project Property and the businesses and operations of the Project Entities are insured under coverage obtained by the Group Members with reputable insurance companies (not Affiliates of the Borrower) in such amounts, with such deductibles and covering such risks as is consistent with insurance carried by reasonably prudent participants in comparable businesses in the relevant jurisdictions, and such coverage is in full force and effect. No Project Entity has breached the terms and conditions of any policies in respect thereof in any material respect nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by any Project Entity under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause. To the knowledge of the Borrower, the Group Members will be able to  renew existing insurance coverage as and when such policies expire, or obtain comparable insurance coverage from similar institutions as may be necessary or appropriate to conduct the business of the Project Entities and at a comparable cost.
8.1.16Authorizations and Other Rights. The Project Entities have obtained or been issued all such Authorizations and Other Rights as are necessary for the conduct of their respective businesses and operations as currently conducted except for those Authorizations and Other Rights which, if not held, do not have and could not reasonably be expected to have a material impact on the Project Entities’ ability to develop or operate the Projects and carry on the business of the Project Entities. Without limiting the foregoing, the Project Entities have obtained or been issued all Project Authorizations other than such Authorizations and Other Rights that are not necessary for the conduct of development activities and operations (including commercial production transactions) as such activities and operations are currently being conducted, but that are expected to be obtained in the ordinary course of business, by the time they are necessary for the conduct of development activities and operations (including commercial production transactions) as contemplated by the Mine Plans, or the failure of which to be obtained would not be material to the development and operation of the Projects or the ongoing operation of commercial production (including commercial production transactions). Without limiting the foregoing:
(i)all Material Project Authorizations, whether obtained or issued by the date hereof or not, are set out in Schedule 1.1.118, along with the status of such Material Project Authorizations. True and complete copies all Material Project Authorizations which have been obtained or issued as of the date hereof have been made available to the Lenders, and no Project Entity is in breach or default of the terms and conditions thereof in any material respect; all of such Material Project Authorizations are in good standing, and no proceeding is pending or, to the knowledge of the Borrower, threatened to revoke or limit any such Material Project Authorizations; and
(ii)to the knowledge of the Borrower, there are no facts or circumstances that might reasonably be expected to adversely affect the issuance, renewal or obtaining of any such Authorizations.

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8.1.17Bank Accounts. The Credit Parties have no other bank accounts other than as set out in Schedule 8.1.17.
8.1.18Applicable Laws; Conduct of Operations. The Borrower and its Subsidiaries, including in the conduct of operations at the Projects, are and have been in compliance in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, all exploration, development and mining operations in respect of the Project Real Property have been conducted in accordance with Good Industry Practice and all material workers’ compensation and health and safety regulations have been complied with. There are no pending or, to the knowledge of the Borrower, proposed changes to Applicable Laws that would render illegal or materially restrict the development of the Projects or the conduct of operations at the Projects, or that could otherwise reasonably be expected to result in a Material Adverse Effect.
8.1.19AML Legislation. Without limiting the generality of Section 8.1.18, the Group Members are in compliance with, and have not been charged under, AML Legislation.
8.1.20Anti-Corruption and Sanctions. Without limiting the generality of Section 8.1.18 the Group Members, and their respective officers, employees and, to the knowledge of the Borrower, their directors and agents, are in compliance with, and have not been charged under, Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in any Group Member being designated as a Sanctioned Person or Sanctioned Entity. None of the Group Members or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or to the knowledge of the Borrower, any agent of any of them that will act in any capacity in connection with or benefit from the Facility, has used, or authorized the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, has made, or authorized the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds, or is a Sanctioned Person or a Sanctioned Entity. The Loan, use of proceeds or other transaction contemplated by this Agreement will not violate Anti-Corruption Laws or applicable Sanctions.
8.1.21Environmental Compliance. Without limiting the generality of Sections 8.1.16 and 8.1.18, except as set out in Schedule 8.1.21:
(a)the Project Entities, including without limitation, in the conduct of operations at the Projects, have been and are in compliance in all material respects with all Environmental Laws, the HSEC Policy [Redacted – commercially sensitive information];
(b)the Project Entities have, obtained all material Authorizations required under Environmental Laws necessary to construct, develop and operate the Projects or to conduct any other exploration, development, drilling or mining operations being conducted by it;
(c)No Project Entity has used or permitted to be used, except in material compliance with Environmental Laws, any of the Project Real Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance;
(d)There is no presence of any Hazardous Substance on, in or under any of the Project Real Property and no Hazardous Substances will be generated from any Project Entity’s use of the Project Real Property (including without limitation as a result of the conduct of operations at the Projects) except in compliance in all material respects with Environmental Laws;

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(e)none of the Project Entities, nor any of the Project Real Property, is subject to any pending or, to the knowledge of the Borrower, threatened:
(i)material claim, notice, complaint, allegation, investigation, application, order, requirement or directive, each in writing, that relates to environmental, natural resources, Hazardous Substances, human health or safety matters or any other matter covered by Environmental Laws, and which would reasonably require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of the Borrower, there is no basis for such a claim, notice, complaint, allegation, investigation, application, order, requirement or directive); or
(ii)material allegation, demand, direction, Order, notice or prosecution with respect to any matter covered by Environmental Laws including any Applicable Laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Project Real Property, and no Project Entity has settled any allegation of non-compliance with Environmental Laws prior to prosecution;
(f)the Borrower has made available to the Administrative Agent a true and complete copy of each material environmental audit, assessment, study or test of which it is aware relating to the Projects, including any environmental and social impact assessment study reports and any other material environmental information;
(g)the Borrower has provided to the Administrative Agent a true and complete copy of the HSEC Policy in effect as of the date hereof. The HSEC Policy is consistent with Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters [Redacted – commercially sensitive information];
(h)there are no material environmental liabilities in respect of the operations at the Projects other than those identified in the Material Project Authorizations; and
(i)there are no pending or, to the knowledge of the Borrower, proposed (in writing) changes to Environmental Laws or environmental Authorizations referred to in paragraph (e)(ii) above that would render illegal or materially restrict the conduct of operations at the Projects, or that could otherwise reasonably be expected to result in a Material Adverse Effect.
8.1.22Community Matters. The applicable Project Entity’s consultation and dealing with any Aboriginal and other persons and groups located on or near the vicinity of the Project Real Property affected by any Project, regarding the proposed exploration, development, construction, operating, closure and rehabilitation of the Project Property and the Projects have been consistent in scope with similar projects of that nature and in material compliance with HSEC Policy (or a substantially similar policy). Other than as disclosed in Schedule 8.1.22, no Project Entity has received notice that the Project Real Property or any of the Projects is subject to any Aboriginal Claims, and, to the knowledge of the Borrower, there are no current or pending Aboriginal Claims affecting Project Real Property or any Project. No Project Entity has received notice of any claim or assertion, written or oral, whether proven or unproven, from any other such affected persons or groups, or Persons acting on their behalf, with respect to any title (including collective title), rights or other interests which could reasonably be expected to conflict with a Project if such claim or assertion were valid. The Borrower has disclosed all Aboriginal Information, and all other material correspondence, notices and other documents from or involving such other affected persons or groups, or Persons acting on their behalf, of which it is aware to the Lenders, and other than as disclosed in Schedule 8.1.22, no Project Entity has entered into any written or oral agreements with any Aboriginal or other such affected persons or groups to provide benefits, pecuniary or otherwise, with respect to the Projects at any stage of development and the Project Entities have not offered any Aboriginal or other such affected persons or groups any benefits with respect to any Project at any stage of development.

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8.1.23Employee and Labour Matters. The Project Entities are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving any Project Entities or directly affecting a Project. Except as set out in Schedule 8.1.23, none of the Project Entities are a party to a collective bargaining agreement.
8.1.24Security. Granite Creek Owner, Ruby Hill Owner, McCoy Cove Owner and Lone Tree Owner have each implemented security practices and procedures at the applicable Projects in accordance with Applicable Laws and consistent with the HSEC Policy and Good Industry Practice.
8.1.25Employee Benefit Plans. Each Employee Benefit Plan mandated by a Governmental Body that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Bodies. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with IFRS or GAAP, as applicable, that have not been fully accrued on the Financial Statements or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws. For purposes of this Section 8.1.25, “Employee Benefit Plan” means any employee benefit plan, pension plan, program, policy or arrangement sponsored, maintained or contributed to by any Project Entity or with respect to which any Project Entity has any liability or obligation.
8.1.26Taxes.
8.1.26.1All Taxes due and payable by the Project Entities (whether or not shown as due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Body) have been timely paid when due. All assessments and reassessments received by any Project Entity in respect of Taxes have been paid when due.
8.1.26.2All Tax Returns required by Applicable Law to be filed by or with respect to any Project Entity have been properly prepared and timely filed when due and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading in any material respect.
8.1.26.3Adequate provision has been made by the Borrower in the Financial Statements and by Ruby Hill Acquired Entity in the Ruby Hill Acquired Entity Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the most recent financial statements delivered pursuant to Section 9.5 and Section 9.6.

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8.1.26.4Since the respective dates of the most recent financial statements delivered pursuant to Section 9.5 and Section 9.6, the Ruby Hill Acquired Entity has not incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes, other than liabilities incurred in the ordinary course of business other than Permitted Debt.
8.1.26.5No Project Entity has ever incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes.
8.1.26.6Other than as disclosed in Schedule 8.1.26.6, no audit or other proceeding by any Governmental Body is pending or, to the knowledge of the Borrower, threatened with respect to any Taxes due from or with respect to any Project Entity, and no Governmental Body has given written notice of any intention to assert any deficiency or claim for additional Taxes against any Project Entity. There are no matters under audit or appeal or in dispute, or, to the knowledge of the Borrower, under discussion, with any Governmental Body relating to Taxes.
8.1.26.7No Governmental Body of a jurisdiction in which any Project Entity does not file Tax Returns has made any written claim that any Project Entity is or may be subject to taxation by such jurisdiction. To the knowledge of the Borrower, there is no basis for a claim that any Project Entity is subject to Tax in a jurisdiction in which such Project Entity does not file Tax Returns.
8.1.26.8Other than as disclosed in Schedule 8.1.26.8, there are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to any Project Entity for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. No Project Entity is bound by any tax sharing, allocation or indemnification or similar agreement.
8.1.26.9The Project Entities have withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and have paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Body.
8.1.26.10[Redacted – commercially sensitive information].
8.1.27Intellectual Property. Each of the Project Entities owns, licenses or otherwise has the right to use all material licenses, Authorizations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto (other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the Project Entities’ ability to develop or operate the Projects and carry on the Project Entities’ Business). No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by a Project Entity infringes upon or conflicts with any rights owned by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened.
8.1.28Books and Records. The minute books and corporate records of each Project Entity are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof), as applicable, of the Project Entity (and true and correct copies thereof have been provided by the Borrower to the Administrative Agent).

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8.1.29Financial Statements.
8.1.29.1The Ruby Hill Acquired Entity Financial Statements have been prepared in accordance with IFRS or GAAP, as applicable, applied on a consistent basis throughout, and the Ruby Hill Acquired Entity Financial Statements present fairly, in all material respects, the financial condition of the Ruby Hill Acquired Entity, on a consolidated basis, as at the dates specified therein and for the periods then ended. The Borrower does not intend to correct or restate, nor, to the knowledge of the Borrower, is there any basis for any correction or restatement of, any aspect of the Ruby Hill Acquired Entity Financial Statements.
8.1.29.2The Financial Statements have been prepared in accordance with IFRS or GAAP, as applicable, applied on a consistent basis throughout and complied, as of their date of filing, with the applicable published rules and regulations of any stock exchange on which the Borrower’s securities are listed and Securities Laws, and the Financial Statements present fairly, in all material respects, the financial condition of the Borrower and its Subsidiaries, on a consolidated basis, as at the date specified therein and for the period then ended. The Borrower does not intend to correct or restate, nor, to the knowledge of the Borrower, is there any basis for any correction or restatement of, any aspect of the Financial Statements.
8.1.29.3Except as disclosed in Schedule 8.1.29.3, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Borrower or any of its Subsidiaries with unconsolidated entities or other Persons.
8.1.29.4Grant Thornton LLP Chartered Accountants is the auditor of the Borrower and is “independent” as required under Securities Laws. There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators) with the present or any former auditor of the Borrower.
8.1.29.5The Borrower is in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators.
8.1.30Absence of Change. Except as disclosed in the Financial Statements, the Ruby Hill Acquired Entity Financial Statements or the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, since December 31, 2020, there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.
8.1.31Related Party Transactions. Except as disclosed in Schedule 8.1.31 hereto, or as otherwise disclosed in writing by the Borrower to the Administrative Agent prior to the date hereof or as permitted by this Agreement after the date hereof, no Project Entity has: made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party thereof; or been a party to any Contract with any Related Party thereof, other than independent contractor or indemnification agreements entered into with officers or directors of a Project Entity which, in the case of clause 8.1.31(a) or 8.1.31(b), remains in effect on the date hereof.

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8.1.32No Liabilities. No Project Entity has any material liabilities, contingent or otherwise, other than those reflected in the Financial Statements or the Ruby Hill Acquired Entity Financial Statements, as applicable.
8.1.33Litigation. There are no Orders which remain unsatisfied against any Project Entity or consent decrees or injunctions to which any Project Entity is subject. Except as disclosed in Schedule 8.1.33, there are no material investigations, actions, suits or proceedings at law or in equity or by or before any Governmental Body pending or, to the knowledge of the Borrower, threatened against or directly affecting any Project Entity (or any of its properties or assets) or otherwise having a material impact on the ability of the Project Entity to develop or operate the Project and, to the knowledge of the Borrower, there is no ground on which any such action, suit or proceeding might be commenced.
8.1.34Debt Instruments. No Project Entity has any Debt other than Permitted Debt.
8.1.35No Subordination. There is no Contract to which a Project Entity is a party or by which it or any of its properties or assets may be bound that requires the subordination in right of payment of any of the Obligations under the Loan Documents to any other obligation of it.
8.1.36Securities.
8.1.36.1The common shares of the Borrower are listed and posted for trading on the TSX and the NYSE and no order ceasing or suspending trading in any securities of the Borrower or prohibiting the sale or issuance of the common shares or the trading of any of the Borrower’s issued securities has been issued and no (formal or informal) proceedings for such purpose are pending or, to the knowledge of the Borrower, have been threatened. The Borrower has not taken any action which would reasonably be expected to result in the delisting or suspension of the common shares on or from the TSX and the NYSE and the Borrower is currently in compliance in all material respects with the rules and regulations of the TSX and the NYSE.
8.1.36.2The Borrower has the full power and authority to create and issue the Warrants. The creation and issuance of the Warrants has been duly authorized and, when issued and delivered against payment of the consideration set forth in any Warrant Certificate, the common shares issuable upon exercise of the Warrants will be validly issued as fully paid and non-assessable common shares and, subject to applicable Securities Laws (including with respect to required hold periods) and will be listed on the TSX and the NYSE and be freely transferable. Upon issuance of the Warrants in accordance with the terms hereof, the Warrants will be issued free and clear of all Encumbrances, other than as may be imposed as a result of the application of any Applicable Laws to the Warrants or as are imposed as a result of any actions taken by, or transactions entered into by, the applicable Lenders.
8.1.37Regulatory Compliance.
8.1.37.1The Borrower is a “reporting issuer” (or the equivalent) in each of the provinces in Canada and the United States and is not included on a list of defaulting reporting issuers maintained by the Securities Regulators. The Borrower has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer and has not received any notification from a Securities Regulator seeking to revoke the Borrower’s reporting issuer status.
8.1.37.2All filings and fees required to be made and paid by the Borrower pursuant to Securities Laws have been made and paid when due.

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8.1.37.3Except as set forth in Schedule 8.1.37.3, since the date on which the Borrower became a "reporting issuer" under applicable Securities Laws, as of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. There is no material change as of the date hereof relating to the Borrower which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators and made publicly available on SEDAR+. The Borrower has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Body which at the date hereof remains confidential.
8.1.37.4Technical Disclosure.  The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves disclosed in the Technical Reports and in the other technical reports disclosed in the Public Disclosure Documents for the Group Members’ mineral projects have been prepared and disclosed in accordance with accepted mining industry practices. The Borrower is in compliance, in all material respects, with the requirements prescribed by National Instrument 43-101 (as in effect on the date of publication of the relevant report or information). The Borrower has no knowledge that the mineral resources or mineral reserves (or any other material aspect of any technical reports) as disclosed in the Public Disclosure Documents were not, at the date of disclosure, inaccurate in any material respect. There are no outstanding unresolved comments of the TSX, the NYSE or any Securities Regulator in respect of the technical disclosure made in the Public Disclosure Documents. To the knowledge of the Borrower, there has been no material reduction in the aggregate amount of estimated mineral resources and reserves for the Group Members’ mineral projects from the amounts last disclosed publicly by the Borrower in the Public Disclosure Documents.
8.1.38No Default. No Default or Event of Default has occurred and is continuing under any Loan Document or any Key Transaction Agreement.
8.1.39Disclosure. All information which has been prepared by or on behalf of the Borrower relating to the Borrower and its Subsidiaries and disclosed in writing to the Administrative Agent or the Lenders is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading. All forecasts, projections and budgets which have been prepared by or on behalf of the Borrower relating to the Group Members and their Subsidiaries and the Projects and their respective businesses, properties and assets and delivered to the Administrative Agent or the Lenders represent the Borrower’s reasonable estimates and assumptions as to future performance, which the Borrower believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions. To the knowledge of the Borrower, there is no matter, thing, information, fact, data or interpretation thereof relative to the Group Members or their Subsidiaries or their respective businesses, properties and assets which could reasonably be expected to have a Material Adverse Effect that has not been disclosed to the Administrative Agent and Lenders.
8.1.40Foreign Controls. The execution, delivery and performance of the Loan Documents by the Project Entities are, under applicable foreign exchange control regulations or metals control regulations of the jurisdiction in which each Project Entity is organized and existing, not subject to any notification or authorization except (a) such as have been made or obtained or (b) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause 8.1.40 shall be made or obtained as soon as is reasonably practicable and, to the knowledge of the Borrower, there is no reason that any such authorizations will not be obtained in the ordinary course).

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8.2Survival of Representations and Warranties.
The representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement and shall continue until payment in full of the Obligations notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or the Lenders.
Article 9
COVENANTS
9.1Affirmative Covenants.
9.1.1So long as any Obligations remain outstanding, and except as otherwise consented to by the Majority Lenders, the Borrower shall, and shall cause, as applicable, each of the Project Entities to:
(a)duly and punctually pay the Obligations at the times and places and in the manner required by the terms of the Loan Documents;
(b)maintain its corporate existence; keep proper books of account and records; maintain its corporate status in all jurisdictions where it carries on business; and operate its business and the Project in accordance with Good Industry Practice and in compliance, in all material respects, with the Mine Plan, Applicable Law, Project Authorizations, Other Rights, Material Contracts, the HSEC Policy, the Anti-Corruption Policy and the ICMM Guidelines;
(c)except as otherwise permitted by this Agreement, maintain the Project Real Property in good standing, performing or causing to be performed all required assessment work thereon, paying or causing to be paid all concession, permit and license maintenances fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Project Real Property in compliance, in all material respects, with Applicable Law;
(d)at all times during its business hours and with reasonable frequency upon reasonable prior written notice from the Administrative Agent or a Lender and at all times and with reasonable frequency and without notice if an Event of Default shall have occurred and be continuing, permit representatives of the Administrative Agent or a Lender, at the cost and expense of the Borrower, to enter into or onto its property, to inspect any of the Collateral and to examine its financial books, accounts and records and to discuss its financial condition with its senior officers and its auditors; provided the Lenders severally agree to indemnify and save the Group Members and their respective directors, officers, employees and agents harmless from and against any and all losses suffered or incurred by any of them as a result of the actions of such Lenders or its representatives or agents during any such visit except to the extent that such losses arise from the gross negligence or willful misconduct of such indemnified persons;

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(e)keep insured with financially sound and reputable insurance companies all of its property (including the Project Property) in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions;
(f)provide the Administrative Agent promptly with such evidence of insurance as the Administrative Agent may from time to time reasonably require;
(g)use all commercially reasonable efforts to obtain, as and when required, and preserve and maintain, all Authorizations (including environmental Authorizations), Other Rights and Material Contracts which are required to permit the Project Entities to own, operate and maintain the Business and the Projects in the manner currently carried on, develop, and operate the Projects as contemplated by the Mine Plans and carry out the operation of commercial production transactions, and perform their obligations under the Loan Documents to which they are a party;
(h)pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate legal proceedings and, with respect to Taxes which are overdue, make arrangements satisfactory to the Administrative Agent regarding adequate provision for their payment;
(i)conduct all environmental remedial activities which a Person acting in a commercially reasonable manner and in accordance with Good Industry Practice would perform in similar circumstances to meet its environmental responsibilities and conduct and pay for any environmental investigations, assessments or remedial activities with respect to any of the Real Property owned or leased by them that the Administrative Agent may reasonably request, in each case as required by Environmental Laws, Project Authorizations, Other Rights, the ICMM Guidelines or by any Governmental Body;
(j) ensure that the only mining activities taking place on the Project Real Property are, in the case of the Ruby Hill Project, those under the control and direction of the Ruby Hill Owner, in the case of the Granite Creek Project, those under the control and direction of the Granite Creek Owner, in the case of the McCoy-Cove Project, those under the control and direction of the McCoy-Cove Owner and in the case of the Lone Tree Project, those under the control and direction of the Lone Tree Owner, in furtherance of the Projects, and  develop and operate the Projects in compliance with the requirements of any environmental permit, Order or other Authorization in respect of the Project;
(k)warrant and defend the right, title and interest of the Project Entities in and to any of the Project Property, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances;
(l)in the event that the Borrower enters into a new tolling agreement with NGM, the Borrower will use reasonable best efforts to ensure that a new direct agreement is entered into in favour of the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent and the Lenders, acting reasonably, within 60 days of entering into such tolling agreement;

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(m)by no later than February 15, 2025, the Credit Parties shall have delivered to the Collateral Agent, in form and substance satisfactory to the Administrative Agent and the Lenders, acting reasonably, either (a) a deposit account control agreement between the Gold Prepay Collateral Agent, the Stream Collateral Agent, the Collateral Agent, the Ruby Hill Owner, the Borrower and US Bank in respect of [Redacted – commercially sensitive information] the (“US Bank Escrow Account”), or (b) evidence of the closure of the US Bank Escrow Account;
(n)by no later than February 15, 2025, the Credit Parties shall have delivered each of the following to the Administrative Agent or the Collateral Agent, as applicable, in form and substance satisfactory to the Administrative Agent and the Lenders, acting reasonably:
(i)updated insurance certificates evidencing property and liability insurance coverage satisfactory to the Administrative Agent, acting reasonably, and listing the Collateral Agent as additional insured and loss payee, as applicable;
(ii)a deposit account control agreement between the Gold Prepay Collateral Agent, the Stream Collateral Agent, the Collateral Agent, the Ruby Hill Owner, the Granite Creek Owner and [Redacted – commercially sensitive information]; and
(iii)a blocked account agreement between the Gold Prepay Collateral Agent, the Stream Collateral Agent, the Collateral Agent, the Borrower and [Redacted – commercially sensitive information]; and
(o)by no later than March 31, 2025, the Credit Parties shall have delivered each of the following to the Collateral Agent, in form and substance satisfactory to the Administrative Agent and the Lenders, acting reasonably:
(i)the Nevada Security Documents;
(ii)an Officer’s Certificates of the Credit Parties certifying the articles and bylaws (or equivalent) of such Person, as applicable,  the incumbency of signing officers of such Person, and  the corporate resolutions (or equivalent) of such Person, as applicable, approving the execution, delivery and performance of such Person’s obligations under each of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereunder;
(iii)a certificate of status, compliance, good standing or like certificate with respect to each Credit Party issued by the appropriate government official in the jurisdiction of its incorporation; and
(iv)the Administrative Agent and the Collateral Agent shall have received a legal opinion, in form and substance satisfactory to Administrative Agent, acting reasonably, of legal counsel addressed to the Administrative Agent, the Collateral Agent and the Lenders relating to (A) the legal status of each Credit Party, (B) the corporate power and authority of the Credit Parties to execute, deliver and perform this Agreement, the Intercreditor Agreement and the other Loan Documents to which each is a party, as applicable, (C) the authorization, execution and delivery of this Agreement and the other Loan Documents by the Credit Parties, as applicable, (D) the enforceability of this Agreement and the other Loan Documents against the Credit Parties, as applicable, (E) the due registration or filing of the Nevada Security Documents and the perfection of the security interest of the Collateral Agent under the Nevada Security Documents and the results of the usual searches that would be conducted in connection with the Security created pursuant to the Nevada Security Documents, and (F) any other customary matters relating to this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby;

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(v)the Collateral Agent shall have received a customary updated title opinion or opinions, in form and substance satisfactory to the Administrative Agent and the Lenders’ counsel, acting reasonably, of the Borrower’s legal counsel addressed to the Administrative Agent, the Collateral Agent and the Lenders relating to the Project Real Property, including real property parcels occupied by the facilities and appurtenant improvements and access thereto; and
(vi)the Collateral Agent shall have received a title insurance policy or policies relating to the Project Real Property issued by a title insurer, in form and substance satisfactory to the Administrative Agent, acting reasonably.
9.2Notifications to the Lenders.
9.2.1The Credit Parties shall promptly notify the Lenders of the occurrence of:
(a)any Default or Event of Default;
(b)any material default by any party under or termination or threatened termination of any Material Contract, of which it becomes aware;
(c)the loss of or material non-compliance with the terms of, or any threat (whether or not in writing) by a Governmental Body to revoke or suspend, any Material Project Authorization;
(d)all material actions, suits and proceedings before any Governmental Body or arbitrator pending, or to the knowledge of the Borrower, threatened, against or directly affecting any Project Entity or the Projects, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the knowledge of the Borrower threatened, against or affecting any Project Entity or with respect to the ownership, use, maintenance and operation of the Projects;
(e)any violation or suspected violation of any Applicable Law by any Project Entity in any material respect;
(f)any material damage to the Projects, and whether a Group Member has made, or plans to make, any insurance claims with respect thereto with respect to such damage;
(g)any non-compliance by any Group Member with the ICMM Guidelines or the HSEC Policy in any material respect, or by any Group Member with the Anti-Corruption Policy in any material respect;
(h)any material disputes or disturbances pertaining to the Projects involving local communities, including, without limitation, any Aboriginal group;
(i)any material labour disruption involving the workforce at the Projects;

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(j)any event, circumstance or fact that could reasonably be expected to give rise to a “Seller Event of Default” as defined under the Stream Agreement, or any event or condition which, upon notice, lapse of time, or both, would constitute a “Seller Event of Default” as defined under the Stream Agreement, or any other agreement in respect of Debt of any Project Entity in a principal amount of $[Redacted – commercially sensitive information] or more without giving effect to any amendments or waivers from the creditor party thereunder; and
(k)any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect,
in each case, accompanied by an Officer’s Certificate of the Borrower setting forth details of the occurrence referred to therein.
9.2.2The Credit Parties shall promptly notify the Lenders, including in the notification the intended action to be taken by them, upon:
(a)any material claim, complaint, notice or order under any Environmental Laws affecting any Project Entity or any Project;
(b)learning of the existence of Hazardous Substances located on, above or below the surface of any land which any Project Entity occupies or controls, except those being stored, used or otherwise handled in compliance with Environmental Laws, or contained in the soil or water constituting such land, in each case which could reasonably be expected to have a material impact on the Project Entities’ ability to carry on the Business and to develop or operate the Projects;
(c)the occurrence of any reportable release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Substances that has occurred on or from such land which could reasonably be expected to have a material impact on any Project Entities’ ability to carry on the Business and to develop or operate the Projects;
(d)the occurrence of any change in business activity conducted by it which involves the storage, use or handling of Hazardous Materials or wastes or increases its environmental liability in any material manner; and
(e)any proposed change in the use or occupation of the Project Real Property which may have a material impact on the Project Entities’ ability to carry on the Business develop and to operate the Projects.
9.2.3The Credit Parties shall promptly (but in any event no less than fifteen (15) days prior to such change) notify the Lenders upon becoming aware of any proposed change or change in name or jurisdiction of incorporation or principal place of business of a Credit Party.
9.2.4The Project Entities shall promptly notify the Lenders of (a) the acquisition by any Credit Party of any real property (including mineral rights), whether owned or leased (and in the case of any leased property, provide the Collateral Agent with a charge over such leasehold interest on terms satisfactory to the Administrative Agent and the Collateral Agent, acting reasonably), (b) any new locations of tangible assets of any Credit Party (other than inventory in transit), (c) any new Material Contracts or any amendment or revision to any existing Material Contract, and (d) any new Material Project Authorization or any amendment, revision, reissuance or replacement of any existing Material Project Authorization, and in the case of both clauses (b) and (c) above, forthwith provide a true and complete copy of the same to the Lenders in accordance with Section 9.4.

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9.2.5As soon as practicable following a request thereof from the Administrative Agent, the Credit Parties shall provide any financial information, financial statements, budgets, forecasts, projections, lists of property and accounts and other statements as the Administrative Agent may reasonably request from time to time, including copies of any Tax Returns and any other elections, remittance forms or other documents filed by a Group Member pursuant to any legislation which requires a Group Member to pay, withhold, collect, or remit amounts.
9.3Other Reports.
The Credit Parties shall promptly deliver or furnish, or cause to be delivered or furnished, to the Lenders a copy of any material reports, certificates, documents and notices relating to the Projects which are delivered by a Group Member under other Key Transaction Agreements to the extent not already delivered to the Lenders under the Loan Documents.
9.4Material Contracts, Material Project Authorizations and Mine Plan.
9.4.1The Credit Parties shall promptly deliver or furnish, or cause to be delivered or furnished, to the Lenders a copy of:
(a)any new Material Contract or any amendment or revision to any existing Material Contract;
(b)any new Material Project Authorization or any amendment, revision, reissuance or replacement of any existing Material Project Authorization;
(c)any amendment, revision or supplement to or replacement of the Mine Plan (provided that any such amendment, revision, supplement or replacement shall be subject to Section 9.10.1(s));
(d)any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Project Real Property, or any material engineering or technical studies relating to the Projects; and
(e)any material reports, certificates, documents and notices relating to the Projects which are delivered to any Group Member by or on behalf of any third-party consultant or contractor.
9.5Quarterly Reporting.
9.5.1As soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year, the Borrower shall deliver to the Lenders:
(a)a Quarterly Operations Report and a Quarterly Production Report;
(b)a copy of the Borrower’s quarterly unaudited consolidated financial statements for such Fiscal Quarter, and the parties agree that the making of such documents publicly available on the Borrower’s SEDAR+ profile satisfies the delivery requirements under this Section 9.5.1(a); and
(c)a Compliance Certificate.

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9.6Annual Reporting.
9.6.1As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, the Borrower shall deliver to the Lenders:
(a)a copy of the Borrower’s audited annual consolidated financial statements for such Fiscal Year and the parties agree that the making of such documents publicly available on the Borrower’s SEDAR+ profile satisfies the delivery requirements under this Section 9.6.1(a);
(b)a Compliance Certificate; and
(c)an Officer’s Certificate of the Borrower listing the types of insurance coverages in effect for the Project Entities and stating the amounts of such insurance and the applicable deductibles under such insurance.
9.6.2As soon as available and in any event by no later than March 15 of each calendar year, the Borrower shall deliver to the Lenders an Annual Operations Report in respect of the immediately preceding calendar year.
9.6.1As soon as available and in any event by no later than November 30 of each calendar year, the Borrower shall deliver to the Lenders an Annual Forecast Report in respect of the upcoming calendar year, provided, however, that if the content of such report is dependent on information to be provided by third parties which has not been provided by such third parties within a reasonable period prior to November 30, the Borrower shall use its commercially reasonable efforts to provide such report as soon as possible after November 30, but shall, in any event, provide such report by December 15.
9.7Corporate Policies.
9.7.1On or prior to December 31, 2021, a senior officer of each Project Entity shall have executed and delivered to the Lenders a certificate, in form and substance satisfactory to the Administrative Agent, acting reasonably, that the Project Entities, including without limitation, in the conduct of operations at the Projects, have been and are in compliance in all material respects with the ICMM Guidelines.
9.7.2Subject to Section 9.7.1, the Borrower shall at all times maintain the HSEC Policy and shall periodically review and update the HSEC Policy to ensure that it is consistent with the ICMM Guidelines and Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters, ensure that all operations in respect of the Projects comply in all material respects with the ICMM Guidelines and the HSEC Policy, and keep, or cause the Project Entities to keep, all relevant documentation in order for the Lenders to verify such compliance. In the event of any non-compliance with Environmental Law, the ICMM Guidelines or the HSEC Policy, the Borrower shall, or shall cause the appropriate Project Entity to, develop and implement a Corrective Action Plan acceptable to the Administrative Agent, acting reasonably. The Borrower, and shall cause the other Project Entities to, upon the request of the Administrative Agent, acting reasonably, provide the Lenders with any information relating to measures or monitoring undertaken by or on behalf of the Project Entities under Environmental Law, the ICMM Guidelines, the HSEC Policy or any Corrective Action Plan.
9.7.3The Borrower shall, and the Borrower shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Administrative Agent upon becoming aware of any breach or suspected breach of the Anti-Corruption Policy. The Borrower shall not, without the prior written consent of the Lenders, acting reasonably, amend, terminate, replace or otherwise vary the Anti-Corruption Policy.

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9.8Changes to Accounting Policies.
If there is any material change in a period to the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements or components thereof as compared to any previous period, the Borrower shall provide the Lenders with all information which the Lenders reasonably require relating to the impact of any such material change on the comparability of the reports provided to the Lenders after any such material change to previous reports. Until the Administrative Agent has approved such material change in writing, the Borrower shall continue to prepare and provide any reports to the Lenders hereunder in accordance with the accounting policies, practices and calculation methods in effect prior to such material change.
9.9Common Shares Issuable upon Conversion.
9.9.1The Borrower shall:
(a)at all times reserve and keep available out of its authorized Common Shares solely for the purpose of issue and delivery upon the conversion of any amounts under this Agreement, and conditionally allot to the Lenders, such number of Common Shares as shall then be issuable upon the conversion of any amounts under this Agreement which may be converted into Common Shares. The Borrower covenants with the Lenders that all Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable;
(b)comply with all Applicable Securities Laws and the rules of the TSX and the NYSE (or any other stock exchange on which the Common Shares are then listed) relating to the issue and delivery of Common Shares upon the conversion of any amounts under this Agreement of the Loan, obtain any regulatory approval in respect thereof as may be required pursuant to such laws and rules, and use commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on the TSX and the NYSE (or any and each other stock exchange on which the Common Shares are then listed) prior to the issuance thereof; and
(c)take all such reasonable steps and actions and do all such things as may be necessary to maintain the listing and posting for trading of the Common Shares on the TSX and the NYSE (or any and each other stock exchange on which the Common Shares are then listed) and maintain its status as a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws, including in all provinces of Canada and in the United States.
9.10Negative Covenants.
9.10.1Except as otherwise provided in this Agreement, so long as any Obligations remain outstanding the Borrower shall not, and shall not permit any Project Entity to, without the prior written consent of the Majority Lenders:
(a)enter into any transaction or series of related transactions or any document or agreement related thereto whereby all or substantially all of the equity interests in a Project Entity, or all or substantially all of the Project Property, would directly or indirectly become the property of any other Person;

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(b) use, or authorize the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; make, or authorize the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds; or violate any provision of AML Legislation, Anti-Corruption Laws or any applicable Sanctions;
(c)dispose of all or any part of the Project Property except pursuant to a Permitted Asset Disposition or transfer or abandon all or any portion of any mining concession, claims (or other Mineral Interest) comprising part of the Project Property or any other interest in the Project Property;
(d)make any payment of royalties in respect of Minerals from the Ruby Hill Project Real Property or the Granite Creek Project Real Property, other than the amounts required by the Royalties, or enter into any royalty, stream financing or similar agreement with any other Person in relation to the Ruby Hill Project Real Property or the Granite Creek Project Real Property, other than the Royalties, the Stream Agreement and the Offtake Agreement;
(e)use the proceeds of the Facility for any purpose other than in accordance with Section 2.3;
(f)create, incur, assume or suffer to exist any Encumbrance upon all or any part of the Project Property, whether now owned or hereafter acquired, other than Permitted Encumbrances;
(g)make any Restricted Payment other than Permitted Restricted Payments provided that, except with respect to payments of contingent consideration by the Seller or the Lone Tree Owner under the Lone Tree Exchange Agreement, the Lone Tree Contingent Consideration Agreement or the Lone Tree Guarantee, no Default or Event of Default has occurred and is continuing or will result from such Restricted Payment;
(h)enter into any agreement or arrangement or take any action which restricts or purports to restrict the ability of any Credit Party to pay dividends or make any other distributions to any Credit Party or repay Debt owing to any Credit Party, or any Project Entity to deliver Minerals or perform its other obligations under this Agreement, the Offtake Agreement, the Prepay Agreement or the Stream Agreement (other than this Agreement, the Stream Agreement, the Prepay Agreement and the Offtake Agreement);
(i)create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than Permitted Debt;
(j)enter into any hedge instrument or incur any hedge obligations unless such hedge obligations are pursuant to Permitted Hedging Arrangements;

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(k)except as otherwise expressly contemplated by this Agreement or the Silver Stream Agreement, provide Financial Assistance, either directly or indirectly, to any Person other than the Borrower on an unsecured basis in favour of another Project Entity or a Subsidiary in connection with a Plant, or Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of the Owners to the extent required by Applicable Laws or a Governmental Body; provided exclusively with respect to the Mc-Coy Cove Project, Premier Gold shall not be restricted from providing Financial Assistance provided such Financial Assistance is not derived from the proceeds of the Loan, and provided further such Financial Assistance would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Lenders to perform and comply with their obligations under the Stream Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan;
(l)make any Investments, except: Investments in another Project Entity or a Subsidiary in connection with, and for the sole purpose of the development or maintenance of a Plant (or assets acquired pursuant to a Permitted Acquisition), provided that if such Investment is by way of Debt, such Debt must be Subordinated Intercompany Debt; short term Investments in money market instruments with remaining maturities of twelve (12) months or less at the date of purchase including securities issued by government agencies, and term deposits and bank accounts with financial institutions provided that such short-term Investments are readily convertible to cash; Investments under Permitted Hedging Arrangements; or Investments by the Borrower or Premier Gold (other than Investments in another Project Entity or a Subsidiary): (i) in which the business of the entity in which the Investment is made is engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Investment is not made in connection with the development, expansion or working capital requirements of one or more of the Projects, the consideration paid for such Investment shall not be derived from the proceeds of the Loan, and provided further such Investment would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Credit Parties to perform and comply with their obligations under the Loan Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan.
(m)not permit Owners to change in any material respect the nature of its business or operations from the Business, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the conduct of the respective Project or the Buffalo Mountain Project, or as reasonably required to perform its obligations under the Key Transaction Agreements;
(n)not permit the Owners to have any material liabilities other than pursuant to the Key Transaction Agreements or Permitted Debt;
(o)not permit any Group Member (other than the Owners) to acquire, own or hold any minerals produced from Project Real Property;
(p)make any Acquisitions other than Permitted Acquisitions;

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(q)directly or indirectly purchase, acquire or lease any property from, or sell, transfer or otherwise Dispose of any property to, or otherwise deal or enter into any agreement with, any Related Party (other than a Credit Party), except in the ordinary course of and pursuant to the reasonable requirements of such Person’s business and upon fair and reasonable terms that are no less favourable to the Project Entities than those that could be obtained in an arm’s length transaction with a Person that is not a Related Party;
(r)enter into any transaction to change or reorganize its capital structure or materially amend its articles, by laws or any other constating documents in a manner that prejudices the Lenders;
(s)change its Fiscal Year; change its legal or operating name, or the location of its principal place of business or location of its tangible assets (other than inventory in transit) except with at least fifteen (15) days' prior written notice to the Administrative Agent and the Collateral Agent; and
(t)take any action that would make it impractical or impossible a Project Entity to deliver  Refined Gold (as defined in the Offtake Agreement) pursuant to the Offtake Agreement or Refined Silver (as defined in the Stream Agreement) pursuant to the Stream Agreement.
Article 10
CONDITIONS PRECEDENT
10.1Conditions Precedent to Effective Date.
10.1.1The effectiveness of this Agreement and the obligations of the Lenders hereunder are subject to satisfaction by the Borrower and the other Credit Parties of each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Lenders:
(a)no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to this Agreement and the other Loan Documents;
(b)the Project Entities shall have performed and complied with all covenants and agreements required by this Agreement and the other Loan Documents to be performed or complied with by them on or prior to the Effective Date;
(c)all representations and warranties of the Project Entities made in or pursuant to this Agreement and the other Loan Documents shall be true and correct on the Effective Date;
(d)since December 31, 2024, there shall have been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;
(e)the Borrower shall have delivered, or caused to be delivered to the Administrative Agent, all of the following (in each case in form and substance satisfactory to the Lenders):

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(i)an executed copy of this Agreement, (B) the Intercreditor Agreement, and (C) the Security Documents (other than the Nevada Security Documents) granted by each of the Credit Parties;
(ii)an Officer’s Certificates of the Credit Parties certifying the articles and bylaws (or equivalent) of such Person, as applicable,  the incumbency of signing officers of such Person, and the corporate resolutions (or equivalent) of such Person, as applicable, approving the execution, delivery and performance of such Person’s obligations under each of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereunder;
(iii)a certificate of status, compliance, good standing or like certificate with respect to each Credit Party issued by the appropriate government official in the jurisdiction of its incorporation;
(iv)an Officer’s Certificate of the Borrower, certifying the matters set out in Sections 10.1.1(a) through 10.1.1(d);
(v)the Administrative Agent and the Collateral Agent shall have received a legal opinion, in form and substance satisfactory to Administrative Agent, acting reasonably, of legal counsel addressed to the Administrative Agent, the Collateral Agent and the Lenders relating to (A) the legal status of each Credit Party, (B) the corporate power and authority of the Credit Parties to execute, deliver and perform this Agreement, the Intercreditor Agreement and the other Loan Documents to which each is a party, as applicable, (C) the authorization, execution and delivery of this Agreement and the other Loan Documents by the Credit Parties, as applicable, (D) the enforceability of this Agreement and the other Loan Documents against the Credit Parties, as applicable, (E) the due registration or filing of the Security Documents (other than the Nevada Security Documents) and the perfection of the security interest of the Collateral Agent under the Security Documents (other than the Nevada Security Documents) and the results of the usual searches that would be conducted in connection with the Security created pursuant to the Security Documents (other than the Nevada Security Documents), and (F) any other customary matters relating to this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; and
(vi)such other documentation as the Administrative Agent may reasonably request in form and substance satisfactory to the Lenders, acting reasonably.
(f)the Security Documents shall have been executed and delivered by the Credit Parties, in form and substance satisfactory to the Administrative Agent, acting reasonably, and the Security Documents shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Collateral Agent, for the benefit of the Lenders, under the Security Documents;
(g)the Warrants shall have been issued;
(h)no preliminary or permanent injunction or other order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Loan Documents shall be in effect;

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(i)no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Loan Documents;
(j)all approvals, consents, Orders and Authorizations necessary for the completion of the transactions contemplated by the Loan Documents shall have been obtained including the conditional approval of the TSX and the NYSE for the issuance of the Warrants (subject only to customary conditions); and
(k)all amounts and fees payable to or for the account of the Administrative Agent or the Lenders that are due and payable (including the fees and disbursements of Lenders’ counsel in each of the applicable jurisdictions) shall have been paid or arrangements, satisfactory to the Lenders, shall be in place to pay such amounts and fees.
10.2Conditions Precedent to Original Closing Date.
10.2.1The effectiveness of the Original Convertible Credit Agreement and the obligations of the Lenders thereunder are subject to satisfaction by the Borrower and the other Credit Parties of each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Lenders:
(a)no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to this Agreement and the other Key Transaction Agreements;
(b)the Project Entities shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Original Closing Date;
(c)all representations and warranties of the Project Entities made in or pursuant to this Agreement and the other Loan Documents shall be true and correct on the Original Closing Date;
(d)since December 31, 2020, there shall have been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;
(e)the Borrower shall have delivered, or caused to be delivered to the Administrative Agent, all of the following (in each case in form and substance satisfactory to the Lenders):
(i)an executed copy of this Agreement, a Guarantee executed by each of the Guarantors; and the Subordination and Postponement of Claims by the Project Entities;
(ii)Officer’s Certificates of the Credit Parties certifying the articles and bylaws (or equivalent) of such Person, as applicable, the incumbency of signing officers of such Person, and the corporate resolutions (or equivalent) of such Person, as applicable, approving the execution, delivery and performance of such Person’s obligations under each of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereunder;

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(iii)a certificate of status, compliance, good standing or like certificate with respect to each Credit Party issued by the appropriate government official in the jurisdiction of its incorporation;
(iv)an Officer’s Certificate of each the Borrower, certifying the matters set out in Sections 10.2.1(a) through 10.2.1(d) and Section 10.2.1(g) through 10.2.1(h) and Section 10.2.1(j);
(v)a copy of the Mine Plans;
(vi)a copy of the Anti-Corruption Policy and the HSEC Policy satisfactory to the Administrative Agent;
(vii)a customary legal opinion dated the Original Closing Date addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent and Lenders’ counsel, acting reasonably, from counsel to the Credit Parties with respect to this Agreement and the transactions contemplated by the Loan Documents;
(viii)certified copies of the Lone Tree Exchange Agreement, the Ruby Hill Acquisition Agreement and related assignment agreements, and the Project Agreements, Project Authorizations and Material Contracts that have been obtained or entered into as of the Original Closing Date;
(ix)such other documentation as the Administrative Agent may reasonably request in form and substance satisfactory to the Lenders, acting reasonably.
(f)the Key Transaction Agreements shall have been entered into by the parties thereto and shall be in full force and effect;
(g)the Ruby Hill Acquisition shall have been completed in accordance with the Ruby Hill Acquisition Agreement have occurred;
(h)the transactions contemplated by the Lone Tree Exchange Agreement shall have occurred or shall occur concurrently with advancing the Loan hereunder;
(i)each of the Lenders shall have concluded its technical, legal, and financial due diligence, and conducted a site visit to the Project with results in form and substance satisfactory to it;
(j)the Borrower shall have certified to the Lenders that all Debt (other than Permitted Debt) of the Ruby Hill Acquired Entity has been, or upon completion of the Ruby Hill Acquisition will be, repaid, redeemed or defeased in full or otherwise satisfied and extinguished in full, and all existing commitments and Encumbrances (other than Permitted Encumbrances) in connection with any such existing Debt have been terminated and released;
(k)no preliminary or permanent injunction or other order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Key Transaction Agreements shall be in effect;

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(l)no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Key Transaction Agreements;
(m)all approvals, consents, Orders and Authorizations necessary for the completion of the transactions contemplated by the Loan Documents and the Key Transaction Agreements shall have been obtained including the other consents referred to in Schedule 8.1.4, as well as the approval of the TSX and the NYSE of the Key Transaction Agreements, the issuance and listing of the conversion shares subject to only customary listing conditions;
(n)all amounts and fees payable to or for the account of the Administrative Agent or the Lenders that are due and payable (including the fees and disbursements of Lenders’ counsel in each of the applicable jurisdictions) shall have been paid or arrangements, satisfactory to the Lenders, shall be in place to pay such amounts and fees; and
(o)evidence satisfactory to the Administrative Agent that all Material Project Authorizations required for the then current stage of development as contemplated by the Mine Plans have been obtained and that the applicable Owner has complied with all conditions provided for therein.
Article 11
EVENTS OF DEFAULT AND REMEDIES
11.1Events of Default.
The occurrence of any of the following events shall constitute an “Event of Default”:
(a)the Borrower fails to pay any amount of principal due hereunder by the due date thereof or interest due hereunder within two (2) Business Days of the due date thereof, or any fees or other Obligations within five (5) Business Days of the due date thereof;
(b)there is a breach of any other term, condition or provision of this Agreement, or any of the provisions of any other Loan Document not specified in this Section 11.1, and such breach remains unremedied for a period of fifteen (15) Business Days after the earlier of written notice by the Administrative Agent to the applicable Credit Party, and the applicable Credit Party becoming aware of such breach;
(c)any Credit Party or any Person that is a party to any Loan Document makes any representation or warranty under any Loan Document which is incorrect or incomplete when made or deemed to be made (except to the extent any such representation or warranty expressly relates to an earlier date, and in such case, shall be true and correct on and as of such earlier date) or, to the extent such representation or warranty is not already qualified by materiality, such representation or warrant is incorrect or incomplete in any material respect when made or deemed to be made;

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(d)any Credit Party ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due;
(e)any Credit Party fails to make any payment when such payment is due and payable to any Person in relation to any Debt having a principal amount in excess of $[Redacted – commercially sensitive information], and any applicable grace period in relation thereto has expired, or defaults in the observance or performance of any other agreement or condition in relation to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt to declare such Debt to become due prior to its stated maturity date;
(f)any Credit Party becomes bankrupt, whether voluntarily or involuntarily, or becomes subject to any proceeding seeking liquidation, arrangement, monitorship, relief of creditors or the appointment of a receiver or trustee over any of the Project Property, and such proceeding is not contested by the applicable Credit Party diligently, in good faith and on a timely basis and dismissed or stayed within thirty (30) days of its commencement or issuance (for greater certainty, such thirty (30) day grace period shall not apply if the applicable Credit Party becomes bankrupt voluntarily or any such proceedings are initiated by any Group Member);
(g)an order is made, or a resolution is passed for the winding up, liquidation or dissolution of any Credit Party;
(h)all or any portion of the Collateral is sold, transferred, Encumbered or assigned without the consent of the Lenders (other than pursuant to a Permitted Asset Disposition or other disposition permitted hereunder or Permitted Encumbrance, as applicable);
(i)an Encumbrancer or any other Person takes possession of any of the Collateral by appointment of a receiver, receiver and manager, or otherwise;
(j)the occurrence of any “Seller Event of Default” as defined in the Stream Agreement, without giving effect to any amendments or waivers from the stream purchasers thereunder;
(k)any Loan Document is repudiated or contested by any Credit Party in whole or in part, ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a court or other judicial entity or, in the case of the Security, to not constitute a first ranking priority Encumbrance in the Collateral, subject only to Permitted Encumbrances.;
(l)a final judgment, order, writ of execution, garnishment or attachment or similar process for an amount in excess of $[Redacted – commercially sensitive information] is issued or levied against any Credit Party or any material portion of the Project Property;

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(m)all or any portion of the Project Property is sold, transferred, Encumbered or assigned without the consent of the Lenders (other than pursuant to a Permitted Asset Disposition, other Disposition expressly permitted hereunder or Permitted Encumbrance, as applicable);
(n)an Encumbrancer or any other Person takes possession of a material portion of the Project Property or by appointment of a receiver, receiver and manager, or otherwise;
(o)the audit report to the financial statements of the Borrower are qualified in any material respect which is unacceptable to the Administrative Agent, acting reasonably;
(p)except as specifically permitted in this Agreement, the Borrower or any Credit Party takes or seeks to take any action to abandon all or any material portion of the Project Property, put the Project on care and maintenance, or  otherwise suspend development or mining operations at the Project (other than temporary suspensions for sound operational reasons not to exceed three (3) months);
(q)any Governmental Body directly or indirectly condemns, expropriates, nationalizes, seizes or appropriates any Credit Party or any material property which relates to or forms part of the Project Property;
(r)either the Owners fail to maintain mining operations at any Project,  any Governmental Body imposes or enforces formal or de facto exchange or currency controls or restrictions on export of metal, or any other factor or circumstance occurs which in any such case, in the sole opinion of the Administrative Agent, makes it impractical or impossible for the Borrower to make the required payments or gold deliveries hereunder (including mandatory prepayments), for any Project Entity to perform the obligations under the Offtake Agreement or the Stream Agreement, or for any Project Entity to otherwise perform its obligations under the Loan Documents;
(s)any Project Entity fails to obtain, or loses the right to, or benefit of, a Material Project Authorization, or any Authorization (including TSX and the NYSE approval) in respect of the transactions contemplated by the Key Transaction Agreements is modified in a manner adverse in a material respect to the Lenders;
(t) any Group Member, or any director or officer of any Group Member, has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any Sanctions, or any employee or agent of any Group Member has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any Sanctions, unless either such Group Member’s relationship with such employee or agent is terminated within ten (10) days of acquiring actual knowledge of such breach or charge, or  such Group Member takes such other action to remedy such breach or charge as may be acceptable to the Administrative Agent within ten (10) days of acquiring actual knowledge of such breach or charge and thereafter continues to take such action as may be acceptable to the Administrative Agent; or
(u)the occurrence of a Material Adverse Effect; or
(v)a material default occurs and is continuing under the Warrant Certificates or the Subscription Agreement after giving effect to any cure period thereunder.

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11.2Remedies Upon Default.
11.2.1Upon the occurrence of an Event of Default under Sections 11.1(d), 11.1(e), 11.1(f) or 11.1(j), to the extent permitted by Applicable Law, the Obligations shall automatically and immediately become due and payable and, upon the occurrence of and during the continuance of any other Event of Default, the Administrative Agent as instructed by the Majority Lenders may, by notice given to the Borrower declare all Obligations to be immediately due and payable and, in either case, the Administrative Agent, to the extent permitted by Applicable Law take such actions and commence such proceedings as may be permitted at law or in equity (whether or not provided for herein) at such times and in such manner as the Administrative Agent, in its sole discretion, may consider expedient, all without any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action except as required by law. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the other Loan Documents.
11.3Set-Off.
Upon the occurrence and during the continuance of an Event of Default, the Lenders may, without notice to the Borrower or to any other Person, combine, consolidate and merge all or any of the Credit Parties’ accounts with, and liabilities to, the Lenders and set off, any indebtedness and liability of the Lenders to any Credit Party, matured or unmatured, against and on account of the Obligations when due.
11.4Application of Proceeds.
11.4.1Any funds realized by Administrative Agent during the continuance of an Event of Default, shall be applied, subject to Applicable Law, in full or in part, together with any other sums then held by the Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent as follows:
(a)first, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest at the Default Rate from and after the date such amount is due, owing or unpaid until paid in full;
(b)second, to the payment in full in cash of all amounts owing in respect of interest and fees under this Agreement;
(c)third, to the payment in full in cash, pro rata, of the principal and other remaining obligations hereunder and all other Obligations, in each case equally and rateably in accordance with the respective amounts thereof then due and owing; and
(d)fourth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party) or as a final and non-appealable judgment of a court of competent jurisdiction may direct.

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Article 12
ADMINISTRATIVE AGENT
12.1Agency.
12.1.1Appointment and Authority. Each Lender hereby appoints OMF Fund III (F) Ltd. as Administrative Agent to act on its behalf as Administrative Agent under this Agreement and under the other Loan Documents and authorizes the Administrative Agent in such capacity to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 12 are solely for the benefit of the Lenders and no Credit Party shall have rights as a third-party beneficiary of any of such provisions.
12.1.2Decision-Making.
12.1.2.1Any amendment, waiver, discharge or termination with respect to this Agreement relating to the following matters shall be effective only if agreed between the Borrower and the Lenders:
(a)any amount payable by the Borrower to the Lenders, or any alteration in the currency or mode of calculation or computation of any amount payable by the Borrower to the Lenders hereunder;
(b)any change to Article 11 or what constitutes an Event of Default;
(c)any extension or reduction of the time for any payments required to be made by the Borrower to the Lenders;
(d)any extension or reduction of the notice period required in connection with any payment by the Borrower to the Lenders;
(e)any material change in the nature and scope of the Security or any release or discharge of any material portion of the Security, except that the Collateral Agent may from time to time without notice to or the consent of the Lenders execute and deliver partial releases of the Security from time to time in respect of any item of the Collateral to the extent expressly permitted in this Agreement;
(f)any provision of this Article 12; or
(g)the reduction or elimination of any rights of any Lender, acting alone or together with other Lenders, to exercise any rights or receive any information.
12.1.2.2Except for the matters described in this Section 12.1 above or otherwise expressly provided for in this Agreement, any amendment, waiver, discharge or termination with respect to this Agreement shall be effective only, if agreed between the Borrower and the Majority Lenders, in writing and any such amendment, waiver, discharge or termination that is so agreed shall be final and binding upon all of the Lenders. Subject to the other provisions of this Section 12.1, where the terms of this Agreement refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent or other determination of the Lenders, the action taken by and the consent or other determination given or made by the Majority Lenders shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Lenders.

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12.1.2.3The Administrative Agent shall provide the other Lenders with copies of all amendments, waivers or consents provided by the Administrative Agent with respect to any provisions of this Agreement or other Loan Documents promptly upon execution thereof.
12.1.2.4To the extent that any of the Lenders has an interest in the subject matter of any decision (other than the appointment of the Administrative Agent) requiring approval of the Lenders and such interest is adverse in any material respect from the interest of any other Lenders, in their capacity as Lenders, such Lender’s share shall be disregarded in determining the approval of the Majority Lenders or the Lenders, as applicable.
12.1.3Intercreditor Agreement. The rights and obligations of the Collateral Agent shall be governed by the provisions of the Intercreditor Agreement. The exercise of the Administrative Agent’s rights under the Intercreditor Agreement, including appointment of the Collateral Agent, shall, subject to Section 12.1, be taken at the direction of the Majority Lenders.
12.1.4Exculpatory Provisions.
12.1.4.1The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;
(b)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Group Member or any of its Affiliates that is communicated to or obtained by it or any of its Affiliates in any capacity.
12.1.4.2The Administrative Agent shall not be liable for any action taken or not taken by it in such capacity in the absence of its own gross negligence or wilful misconduct.
12.1.5Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent and hold it harmless (to the extent not reimbursed by the Borrower), rateably according to its Applicable Percentage (and not jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of the Loan Documents or the transactions therein contemplated. However, no Lender shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Administrative Agent’s gross negligence or wilful misconduct.
12.1.6Non-Reliance on Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any of its Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any of its Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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12.1.7Collective Action of the Lenders. Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Law, any collateral security and the remedies provided under the Loan Documents to the Administrative Agent are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any collateral security are to be exercised not severally, but by the Administrative Agent upon the decision of the Majority Lenders (or such number or percentage of the Lenders as shall be expressly provided for in Section 13.2 of this Agreement). Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action thereunder including, without limitation, any declaration of default, but that any such action shall be taken only by the Administrative Agent on the instruction of the Majority Lenders (or such number or percentage of the Lenders as shall be expressly provided for in Section 13.2 of this Agreement). Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall cooperate fully with the Administrative Agent to the extent requested by the Administrative Agent.
12.1.8Replacement of Administrative Agent. In the event that the Administrative Agent ceases to hold at least 50% of the Principal Amount, the Majority Lenders may (and, if requested by the outgoing Administrative Agent, shall within thirty (30) days of such request) appoint a new administrative agent to be the Administrative Agent for the Lenders and this Agreement shall be amended or supplemented to provide for such appointment.
12.1.9Payments. While no Event of Default is continuing, the Borrower shall make all payments required to be made under this Agreement directly to the Lenders pursuant to any payment instructions provided by the Lenders to the Borrower. Following an Event of Default that is continuing, provided the Administrative Agent has declared all Obligations immediately due and payable, all payments shall be made to the Administrative Agent for distribution to the Lenders according to the Applicable Percentage. If any Lender, by exercising any right of setoff or counterclaim or otherwise (including without limitation pursuant to Section 11.3 of this Agreement), obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Loan and accrued interest thereon or other Obligations greater than its Applicable Percentage thereof, then the Lender receiving such payment or other reduction shall notify the Administrative Agent of such fact, and purchase (for cash at face value) participations in the Loan and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the Applicable Percentage owing to them, provided the provisions of this Section shall not be construed to apply to (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Borrower’s obligations under or in connection with the Loan Documents, (y) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender, or (z) any payment to which such Lender is entitled in its capacity as a party to any Key Transaction Agreement other than a Loan Document.
Article 13
GENERAL
13.1Reliance and Non-Merger.
All covenants, agreements, representations and warranties any Credit Party made herein or in any other Loan Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of any Credit Party pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Administrative Agent and each Lender notwithstanding any investigation heretofore or hereafter made by the Administrative Agent, the Lenders or Lenders’ counsel or any employee or other representative of any of them and shall survive the execution and delivery of this Agreement and the other Loan Documents until all Obligations owed to the Administrative Agent or the Lenders under this Agreement and the other Loan Documents shall have been satisfied and performed and the Lenders shall have no further obligation to make the Loan hereunder.

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13.2Amendment and Waiver.
13.2.1No amendment or waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Credit Party from any provision hereof or thereof is effective unless it is in writing and signed by the Majority Lenders or the Administrative Agent upon the instructions of the Majority Lenders, and the relevant counterparty to such document, provided no such amendment, waiver or consent shall:
(a)increase the Principal Amount;
(b)subject any Lender to any additional obligation;
(c)extend the Maturity Date;
(d)reduce the principal or amount of, or rate of interest on, directly or indirectly, any Loan outstanding or any fees;
(e)postpone any date fixed for any payment of principal of, or interest on, the Loan or any fees;
(f)change the percentage of Applicable Percentage;
(g)alter the manner in which payments are shared under the terms of this Agreement;
(h)permit any termination of all or any substantial part of the Guarantees or release all or any substantial part of the Guarantees;
(i)reduce the priority of any payment obligation of the Borrower under this Agreement or any other Loan Document;
(j)change or amend the Conversion Price, or the method of calculating same, other than as provided for herein; or
(k)amend the terms of this Section 13.2 or the definition of Majority Lenders or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder,
in each case without the prior written consent of each Lender. Such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. The Administrative Agent shall provide the other Lenders with copies of all amendments, waivers and consents provided by the Administrative Agent with respect to any provisions of this Agreement or any other Loan Document promptly upon the execution thereof.

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13.3Notices.
13.3.1Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notices of change of address shall also be governed by this Section. Notices and other communications shall be addressed as follows:
(a)if to any Credit Party:
[Redacted – personal information]
with a copy to (which shall not constitute notice)
[Redacted – personal information]
(b)if to the Administrative Agent:
[Redacted – personal information]

with a copy to (which shall not constitute notice):

[Redacted – personal information]
or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.
(c)if to the Lenders, at the addresses noted on Schedule A or in any acknowledgement agreement executed pursuant to Section 13.5.4; and
13.3.2Any notices and communications given in respect of this Agreement must be given in the English language, or if given in any other language, that notice or communication must be accompanied by an English translation of it, which must be certified as being a true and correct translation of the notice or communication.
13.4Further Assurances.
Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, things, agreements, documents and instruments in connection with this Agreement and the other Loan Documents as the Administrative Agent may reasonably request from time to time for the purpose of giving effect to the terms of this Agreement and the other Loan Documents.

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13.5Assignment.
13.5.1This Agreement and the other Loan Documents shall enure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assignee of some or all of the parties’ rights or obligations under this Agreement and the other Loan Documents as permitted under this Section.
13.5.2The Borrower shall not assign all or any part of its rights, benefits or obligations under this Agreement or any of the other Loan Documents without the prior written consent of the Lenders, which may be unreasonably withheld.
13.5.3A Lender may assign or transfer all or any part of its rights in respect of the Obligations, this Agreement and any of the other Loan Documents to or in favour of any Person and have its corresponding obligations hereunder and thereunder assumed by such Person.
13.5.4Any assignment made hereunder shall become effective when the Borrower has been notified thereof by the Administrative Agent and the Lenders have received (i) an acknowledgement from the assignee Lender to be bound by this Agreement and the other Loan Documents and (ii) any documents required by local counsel and requested by the Administrative Agent to ensure the assignee receives the benefit of the Security. Any such assignee shall be treated as a party to this Agreement for all purposes of this Agreement and the other Loan Documents and shall be entitled to the full benefit hereof and thereof and shall be subject to the obligations of the Lenders to the same extent as if it were an original party in respect of the rights assigned to it and obligations assumed by it and the Lender making such assignment shall be released and discharged accordingly.
13.5.5The Lenders may provide to any permitted assignee or transferee such information, including confidential information, concerning this Agreement, the other Loan Documents and the financial position and the operations of the Project Entities as, in the reasonable opinion of the Lenders, may be relevant or useful in connection with this Agreement, the other Loan Documents or any portion thereof proposed to be acquired by such assignee or transferee, provided each recipient of such information agrees not to disclose such information to any other Person except as permitted pursuant to Section 13.9.1(e).
13.5.6In connection with any assignment pursuant to this Section 13.5, the Borrower agrees to enter into such documents as may reasonably be required by a Lender to evidence such assignment.
13.6Judgement Currency.
13.6.1If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to the Lenders in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Lenders could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied.
13.6.2The obligations of the Borrower in respect of any sum due in the Original Currency from it to any Lender under any of the Loan Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Lenders of any sum adjudged to be so due in the Other Currency, the Lenders may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Lenders in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Lenders against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Lenders in the Original Currency, the Lenders shall remit such excess to the Borrower.

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13.7Severability.
If any provision of this Agreement is determined to be invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality, or enforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.
13.8Entire Agreement.
This Agreement and the other Loan Documents constitute the entire agreement between the parties pertaining to the subject matter described herein and therein. There are no warranties, conditions or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement and the other Loan Documents. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneously with, or after the entering into of this Agreement and the other Loan Documents, or any amendment or supplement thereto, by any party to this Agreement or any of the other Loan Documents or its directors, officers, partners, employees or agents, where applicable, to any other party to this Agreement or any of the other Loan Documents or its directors, officers, partners, employees or agents, where applicable, except to the extent that the same has been reduced to writing and included as a term of this Agreement or any of the other Loan Documents.
13.9Confidentiality.
13.9.1The Credit Parties, the Administrative Agent and the Lenders each agree that it shall maintain as confidential and, without the prior written consent of the relevant party(ies), shall not disclose the terms of this Agreement and any non-public information concerning the other party or its business and operations, provided a party may disclose such information:
(a)where such information becomes publicly available or widely known by the public other than by a breach of this Agreement, or is known by the receiving party prior to the entry of this Agreement or obtained independently of this Agreement, and the disclosure of such information would not breach any other confidentiality obligations;
(b)if required by Applicable Law or requested by any Governmental Body having jurisdiction over such party;

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(c)to its Affiliates and those of its and its Affiliates’ directors, officers, employees, advisors and representatives who need to have knowledge of such information;
(d)in the case of a Lender and its Affiliates, to any limited partner or co-investor or prospective limited partner or co-investor in or with a private equity fund managed by the Lender or Affiliates of the Lender, to the extent such information is reasonably relevant to the current investment or future investment decision of any such limited partner or co-investor or prospective limited partner or co-investor, provided such persons undertake to maintain the confidentiality of it and are strictly limited in their use of the confidential information for the purpose of making an investment decision in or with respect to the Lender or Affiliates of the Lender; and
(e)to any Person to whom such party, in good faith, anticipates assigning an interest in this Agreement as contemplated by Section 13.5 and such Person’s Affiliates and the representatives, consultants and advisers of such Person or its Affiliates who have a legitimate need to know such information.
13.9.2In the case of disclosure pursuant to paragraphs 13.9.1(c), (d) or (e), the disclosing party shall be responsible to ensure that the recipient of such information does not disclose such information to the same extent as if it were bound by the same non-disclosure obligations of the disclosing party hereunder, and shall be liable to the disclosing party for any improper use or disclosure of such information by such recipient.
13.10Press Releases and Public Disclosure.
If the Borrower or any of its Subsidiaries is required by Applicable Law to file a copy of this Agreement on SEDAR+ (or otherwise publicly file a copy of this Agreement), the Borrower shall consult with the Administrative Agent with respect to, and agree upon, any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR+ (or otherwise). If the parties are unable to agree on such redactions, the Borrower shall redact this Agreement to the fullest extent permitted by Applicable Laws before filing it on SEDAR+ (or otherwise).
13.11Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to the conflict of laws rules.
13.12Submission to Jurisdictions.
Each of the parties irrevocably and unconditionally (a) submits to the nonexclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (b) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (c) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

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13.13Counterparts.
This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including facsimile), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.
13.14Amendment and Restatement.
On and from the date hereof, this Agreement amends and restates the Original Convertible Credit Agreement. This Agreement does not constitute a novation of the Original Convertible Credit Agreement or any of the indebtedness, liabilities or obligations of the Borrower thereunder. The amendment and restatement of the Original Convertible Credit Agreement hereby shall not be construed to discharge or otherwise affect any “Obligations” (as defined in the Original Convertible Credit Agreement) of the Credit Parties accrued or otherwise owing under the Original Convertible Credit Agreement, it being understood that such “Obligations” (as defined in the Original Convertible Credit Agreement) shall continue as Obligations hereunder.

[The remainder of this page intentionally left blank.]



IN WITNESS WHEREOF this Agreement has been executed by the parties as of the date first written above.
i-80 GOLD CORP., as Borrower



By:
(signed) “Richard Young”




Name:    Richard Young
Title:    Chief Executive Officer
I/We have the authority to bind the Corporation



By:





Name:    
Title:    
I/We have the authority to bind the Corporation

PREMIER GOLD MINES USA, INC., as Guarantor



By:
(signed) “Richard Young”




Name:    Richard Young
Title:    President and Secretary
I/We have the authority to bind the Corporation



By:





Name:    
Title:    
I/We have the authority to bind the Corporation



OSGOOD MINING COMPANY, LLC, as Guarantor



By:
(signed) “Richard Young”




Name:    Richard Young
Title:    President and Secretary
I/We have the authority to bind the Corporation



By:





Name:    
Title:    
I/We have the authority to bind the Corporation

RUBY HILL MINING COMPANY, LLC, as a Guarantor



By:
(signed) “Richard Young”




Name:    Richard Young
Title:    President and Secretary
I/We have the authority to bind the Corporation



By:





Name:    
Title:    
I/We have the authority to bind the Corporation



OMF FUND III (F) LTD., as Administrative Agent and Lender



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:    Director
I/We have the authority to bind the Corporation



By:





Name:    
Title:    
I/We have the authority to bind the Corporation






Schedule A
Lender Principal Amount
[Redacted – commercially sensitive information]



Schedule 1.1.40
Form of Completion Certificate
[Redacted – commercially sensitive information]









Schedule 1.1.41
Form of Compliance Certificate
[Redacted – commercially sensitive information]



Schedule 1.1.117
Material Contracts
[Redacted – commercially sensitive information]




Schedule 1.1.118
Material Project Authorizations
[Redacted – commercially sensitive information]



Schedule 1.1.153
Project Agreements
[Redacted – commercially sensitive information]




Schedule 1.1.158
Project Real Property
[Redacted – commercially sensitive information]





Schedule 1.1.164
Other Real Property
[Redacted – commercially sensitive information]


Schedule 1.1.174
Royalties
[Redacted – commercially sensitive information]


Schedule 8.1.1
Organization and Powers
[Redacted – commercially sensitive information]



Schedule 8.1.2
Authorization; No Conflict
[Redacted – commercially sensitive information]



Schedule 8.1.4
Consents
[Redacted – commercially sensitive information]



Schedule 8.1.5
Corporate Structure; Subsidiaries; Other Ventures
[Redacted – commercially sensitive information]





Schedule 8.1.17
Bank Accounts
[Redacted – commercially sensitive information]




Schedule 8.1.12
Project Property
[Redacted – commercially sensitive information]



Schedule 8.1.13
Maintenance of Project Property
[Redacted – commercially sensitive information]


Schedule 8.1.21
Environmental Compliance
[Redacted – commercially sensitive information]




Schedule 8.1.22
Community Matters
[Redacted – commercially sensitive information]




Schedule 8.1.23
Employee and Labour Matters
[Redacted – commercially sensitive information]


Schedule 8.1.26.6
Audits
[Redacted – commercially sensitive information]



Schedule 8.1.26.8
Taxes
[Redacted – commercially sensitive information]



Schedule 8.1.29.3
Off-Balance Sheet Transactions
[Redacted – commercially sensitive information]


Schedule 8.1.31
Related Party Transactions
[Redacted – commercially sensitive information]


Schedule 8.1.33
Litigation
[Redacted – commercially sensitive information]


Schedule 8.1.37.3
Public Disclosure Documents
[Redacted – commercially sensitive information]



Schedule 8.1.6
Principal Place of Business and Other Locations
[Redacted – commercially sensitive information]
EX-10.2 7 ex102i-80orionconvertiblec.htm EX-10.2 Document
        Execution Version

Exhibit 10.2
AMENDING AGREEMENT
THIS AGREEMENT dated as of the 31st day of January, 2025.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the “Borrower”)
- and -
OMF FUND III (F) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
(herein called the “Administrative Agent”)
WHEREAS the Borrower, the Administrative Agent, the Guarantors and the Lenders entered into an amended and restated convertible credit agreement dated as of January 15, 2025 (the “Credit Agreement”);
AND WHEREAS, Section 4.4.5 of the Credit Agreement requires that the Borrower and the Lender enter into a registration rights agreement by no later than January 31, 2025 (the “Original Deadline”);
    AND WHEREAS the Borrower has requested, and the Administrative Agent and the Lenders have agreed, to extend the Original Deadline to February 7, 2025;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
All other capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Article 2
AMENDMENTS TO CREDIT AGREEMENT
1.Amendment.
1.Section 4.4.5 of the Credit Agreement is hereby amended by deleting the words “January 31, 2025” and replacing them with “February 7, 2025”.



    - 2 -
Article 3
MISCELLANEOUS
1.Future References to the Credit Agreement.
On and after the date of this agreement, each reference in the Credit Agreement to "this agreement", "hereunder", "hereof", or words of like import referring to the Credit Agreement, and each reference in any related document to the "Credit Agreement", "thereunder", "thereof", or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
2.Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Inurement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
4.Conflict.
If any provision of this Agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this Agreement shall prevail and be paramount.
5.Further Assurances.
The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.
6.Counterparts.
This Agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]

    



IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first above written.

i-80 GOLD CORP., as Borrower
By:
(signed) “David Savarie”
Name: David Savarie
Title: SVP, General Counsel



OMF FUND III (F) LTD., as Administrative Agent and Lender
By:
(signed) “Istvan Zollei”
Name: Istvan Zollei
Title: Authorized Signatory
By:
(signed) “Istvan Zollei”
Name: Istvan Zollei
Title: Authorized Signatory




EX-10.3 8 ex103i-80orionconvertiblec.htm EX-10.3 Document

Exhibit 10.3
EXTENSION
THIS EXTENSION dated as of February 14, 2025 (the “Extension”) is granted by OMF Fund III (F) Ltd., as administrative agent (the “Administrative Agent”) and OMF Fund III (F) Ltd., as majority lender, in favour of i-80 Gold Corp., as borrower (the “Borrower”).
WHEREAS reference is made to that certain amended and restated convertible credit agreement dated as of January 15, 2025 among, inter alios, the Borrower, as borrower, the guarantors party thereto from time to time, as guarantors, the Administrative Agent, as administrative agent, and the lenders party thereto from time to time, as lenders, as amended by an amending agreement dated as of January 31, 2025 (collectively, the “Credit Agreement”);
AND WHEREAS pursuant to Section 9.1.1(n)(i) of the Credit Agreement, the Borrower is required to deliver to the Administrative Agent and the Collateral Agent updated insurance certificates evidencing property and liability insurance coverage satisfactory to the Administrative Agent, acting reasonably, and listing the Collateral Agent as additional insured and loss payee, as applicable, by no later than February 15, 2025 (the “Insurance Certificate Deadline”);
AND WHEREAS pursuant to Section 9.1.1(n)(iii) of the Credit Agreement, the Borrower is required to deliver to the Administrative Agent and the Collateral Agent a blocked account agreement between the Gold Prepay Collateral Agent, the Stream Collateral Agent, the Collateral Agent, the Borrower [Redacted – commercially sensitive information] by no later than February 15, 2025 (the “[Redacted – commercially sensitive information] BAA Deadline” and together with the Insurance Certificate Deadline, the “Deadline”);
AND WHEREAS the Borrower has requested that the Majority Lenders agree to extend the Deadline to March 15, 2025;
AND WHEREAS capitalized terms used and not otherwise defined in this Extension shall have the meanings given to them in the Credit Agreement;
NOW THEREFOR:
1.The Majority Lenders hereby agree to extend the Deadline from February 15, 2025 to March 15, 2025; provided that until such time that the [Redacted – commercially sensitive information] BAA has been entered into, the Borrower shall not keep any cash or other property in [Redacted – commercially sensitive information] account nos. [Redacted – commercially sensitive information].
2.This Extension is effective only for the specific purposes described herein and will not be effective for any other purpose or circumstance and do not alter or amend any term of any Loan Document, and do not imply a future agreement of, or any departure from, the terms hereof or thereof. The Administrative Agent, the Collateral Agent and the Lenders reserve all other rights and remedies available to them under the Credit Agreement and the other Loan Documents.
3.This Extension constitutes a Loan Document for the purposes of the Credit Agreement.
4.This Extension shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.




5.This Extension is binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.This Extension may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension by telecopier or by electronic transmission of a pdf formatted copy shall be effective as delivery of a manually executed counterpart of this Extension.





IN WITNESS WHEREOF, the parties hereto have signed this Extension effective as of the date first above written.

OMF FUND III (F) LTD., as administrative agent



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:     Director

OMF FUND III (F) LTD., as lender



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:     Director

Accepted and acknowledged by the Borrower as of the date first above written.
I-80 GOLD CORP., as borrower



By:
(signed) “Ryan Snow”




Name:    Ryan Snow
Title:    Chief Financial Officer

[Signature page to Extension]
52232882.1

WSLEGAL\091043\00008\40533309v2
EX-10.4 9 ex104i-80orionconvertiblec.htm EX-10.4 Document

Exhibit 10.4
EXTENSION
THIS EXTENSION dated as of March 14, 2025 (the “Extension”) is granted by OMF Fund III (F) Ltd., as administrative agent (the “Administrative Agent”) and OMF Fund III (F) Ltd., as majority lender, in favour of i-80 Gold Corp., as borrower (the “Borrower”).
WHEREAS reference is made to that certain amended and restated convertible credit agreement dated as of January 15, 2025 among, inter alios, the Borrower, as borrower, the guarantors party thereto from time to time, as guarantors, the Administrative Agent, as administrative agent, and the lenders party thereto from time to time, as lenders, as amended by an amending agreement dated as of January 31, 2025 (collectively, the “Credit Agreement”);
AND WHEREAS pursuant to Section 9.1.1(n)(iii) of the Credit Agreement, the Borrower is required to deliver to the Administrative Agent and the Collateral Agent a blocked account agreement between the Gold Prepay Collateral Agent, the Stream Collateral Agent, the Collateral Agent, the Borrower and [Redacted – commercially sensitive information] by no later than February 15, 2025 (the “Original Deadline”);
AND WHEREAS the Majority Lenders granted an extension of the Original Deadline to March 15, 2025 (the “Current Deadline”) pursuant to that certain extension dated as of February 14, 2025 between the Administrative Agent and the Borrower;
AND WHEREAS the Borrower has requested that the Majority Lenders agree to further extend the Current Deadline to April 15, 2025;
AND WHEREAS capitalized terms used and not otherwise defined in this Extension shall have the meanings given to them in the Credit Agreement;
NOW THEREFOR:
1.The Majority Lenders hereby agree to extend the Current Deadline from March 15, 2025 to April 15, 2025; provided that until such time that the [Redacted – commercially sensitive information] BAA has been entered into, the Borrower shall not keep any cash or other property (other than funds required for regular course payroll and vendor payments) in [Redacted – commercially sensitive information] account nos. [Redacted – commercially sensitive information].
2.The Borrower hereby undertakes to (i) transfer all cash or other property (other than funds required for regular course payroll and vendor payments) currently held in [Redacted – commercially sensitive information] account nos. [Redacted – commercially sensitive information] to [Redacted – commercially sensitive information] Account nos. [Redacted – commercially sensitive information], and (ii) provide evidence of such transfers to the Administrative Agent, by no later than March 17, 2025 at 5pm EST.
3.This Extension is effective only for the specific purposes described herein and will not be effective for any other purpose or circumstance and do not alter or amend any term of any Loan Document, and do not imply a future agreement of, or any departure from, the terms hereof or thereof. The Administrative Agent, the Collateral Agent and the Lenders reserve all other rights and remedies available to them under the Credit Agreement and the other Loan Documents.
4.This Extension constitutes a Loan Document for the purposes of the Credit Agreement.


5.This Extension shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
6.This Extension is binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.
7.This Extension may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension by telecopier or by electronic transmission of a pdf formatted copy shall be effective as delivery of a manually executed counterpart of this Extension.



IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the date first above written.

OMF FUND III (F) LTD., as administrative agent



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:     Director

OMF FUND III (F) LTD., as lender



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:     Director

Accepted and acknowledged by the Borrower as of the date first above written.
I-80 GOLD CORP., as borrower



By:
(signed) “David Savarie”




Name: David Savarie    
Title:    SVP, General Counsel

[Signature page to Extension]
EX-10.5 10 ex105i-80xwarrantcertifica.htm EX-10.5 Document

Exhibit 10.5
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 16, 2025. THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE IF NOT EXERCISED PRIOR TO THE EXPIRY TIME.
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (B) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

i-80 Gold Corp.
(the “Corporation”)
COMMON SHARE PURCHASE WARRANT
DATED: January 15, 2025
Number of Warrants: [Redacted – commercially sensitive information]             Warrant Certificate No.: [Redacted – commercially sensitive information]
THIS IS TO CERTIFY THAT for value received, Orion Mine Finance Fund III LP (the “Warrantholder”) has the right to purchase in respect of each whole warrant (“Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant Certificate”), one fully paid and non-assessable common share (“Common Shares” and which term shall include any shares or other securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of the Corporation, a corporation incorporated under the laws of British Columbia, as constituted on the date hereof at a purchase price (the purchase price in effect from time to time being called the “Exercise Price”) of C$[Redacted – commercially sensitive information] per Common Share, at any time up to 5:00 p.m. Toronto time, on [Redacted – commercially sensitive information] (the “Expiry Time”), subject to adjustment as provided herein.
The Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid.

2.
Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value.
The above provisions are subject to the following:
1.Definitions.
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.
“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.
“Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.
2.Exercise:
(1)Cash Exercise: In the event that the Warrantholder desires to exercise the right to purchase Common Shares conferred hereby, the Warrantholder shall (a) complete to the extent possible in the manner indicated and execute a subscription form in the form attached as Schedule A to this Warrant Certificate (the “Subscription Form”), (b) surrender this Warrant Certificate to the Corporation in accordance with section 11 hereof, and (c) pay the amount payable on the exercise of such Warrants in respect of the Common Shares subscribed for by certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation or by transmitting same day funds in lawful money of Canada by wire to such account as the Corporation shall direct the Warrantholder. Upon such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes to be the holder of record of the number of Common Shares to be so issued and the Warrantholder shall be entitled to delivery of a certificate or certificates representing such Common Shares and the Corporation shall cause such certificate or certificates to be delivered to the Warrantholder at the address specified in the subscription form within three (3) business days after such surrender and payment as aforesaid. No fractional Common Shares will be issuable upon any exercise of the Warrants and the Warrantholder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share. To the extent that the Warrantholder is entitled to receive on the exercise or partial exercise thereof a fraction of a Common Share, the number of Common Shares issuable shall be rounded down to the nearest whole Common Share.

3.
(2)U.S. Persons, Investment Representations:
(a)The Warrants and the Common Shares acquired by a Warrantholder upon exercise of Warrants are for investment only and not with a view of any distribution thereof, except in accordance with securities laws, rules, regulations, instruments and orders applicable in the provinces and territories of Canada as interpreted and applied by the securities commissions or equivalent securities authorities of such provinces and territories, including the rules and policies of the Toronto Stock Exchange, the NYSE American and the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Warrantholder understands that the Warrants and the Common Shares issuable upon exercise of the Warrants have not been registered under the U.S. Securities Act, or the securities laws of any state and must be held indefinitely unless subsequently registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from registration is or becomes available. The Warrantholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the U.S. Securities Act and has not acquired the Warrants as a result of any general solicitation or general advertising. The Warrantholder will not distribute any Warrants or Common Shares or any portion thereof in violation of the U.S. Securities Act or the applicable securities laws of any state. The Warrantholder (i) is familiar with the assets and operations of the Corporation, (ii) has been given the opportunity to ask questions of representatives of the Corporation and to obtain such information about the Corporation and their assets and operations as the Warrantholder has reasonably requested and (iii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Warrants and the prospective investment in the Common Shares.
(b)The Warrantholder understands and acknowledges that any Common Shares acquired by it upon exercise of a Warrant will be considered “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act (“Restricted Securities”). This Warrant may not be exercised unless this Warrant and the Warrant Shares are registered under the U.S. Securities Act and the applicable securities laws of any state of the United States or an exemption is available from the registration requirements of such laws, and the holder has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect; provided however that in the case of a Warrantholder who has acquired the Warrant directly from the Corporation and is exercising this Warrant for its own account for investment purposes only, such Warrantholder will not be required to deliver an opinion of counsel in relation to such exercise if such Warrantholder is an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of this Warrant.

4.
(c)Until no longer required by the U.S. Securities Act, any certificate representing the Warrant Shares will bear the following legend:
(d)THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (B) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(e)provided, the legend may be removed by delivery to the registrar and transfer agent and the Corporation of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable securities laws of any state of the United States.
3.Partial Exercise: The Warrantholder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Warrantholder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.

5.
4.Warrantholder’s Exercise Limitations. Unless otherwise agreed in writing by both the Corporation and the Warrantholder, the Corporation shall not effectuate any exercise of a Warrant, and the Warrantholder shall not have any right to exercise a Warrant, to the extent that such exercise would result in such Warrantholder (together with such Warrantholder’s Affiliates and any other Persons acting as a group together with such Warrantholder or any of such Warrantholder’s Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Shares for purposes of the Relevant Section (as defined below) of the Exchange Act (“Attribution Parties”)), beneficially owning more than 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of shares of Common Shares issuable upon exercise of any of the Warrants (subject to adjustment under this Section 4, such Warrantholder’s “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Shares beneficially owned by the Warrantholder and its Attribution Parties shall include the number of Common Shares issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of the Warrants beneficially owned by the Warrantholder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrantholder or any of its Attribution Parties. For purposes of this Section 4, (i) the determination of any “group” status shall be made in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) the determination of “beneficial ownership” shall be made in accordance with the determination of whether a person is a beneficial owner of more than 10% of the Common Shares outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Warrantholder that the Corporation is not representing to the Warrantholder that such calculation is in compliance with the Relevant Section of the Exchange Act and that the Warrantholder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitations contained in this Section 4 apply to the Warrantholder, the determination of whether any Warrants are exercisable, and the portion thereof that is exercisable in relation to other securities owned by such Warrantholder and such Warrantholder’s Attribution Parties, shall be calculated by the Warrantholder and the submission of a Subscription Form shall be deemed to be a determination by such Warrantholder in relation to other securities owned by such Warrantholder and such Warrantholder’s Attribution Parties that the Warrants set forth in the applicable Subscription Form are exercisable. Upon receipt of a Subscription Form, the Corporation shall independently confirm whether the exercise of any Warrant set forth in a Subscription Form by the Warrantholder would result in the violation by the Warrantholder of its Beneficial Ownership Limitation and, if so, shall instruct the Warrantholder of such violation and shall not effectuate any exercise of any portion of any Warrant that would result in such violation for the Warrantholder. In making such determination, the Corporation shall be able to rely for all purposes on the information in a Subscription Form as such Warrantholder’s total beneficial ownership, inclusive of Attribution Parties. In the event that the issuance of Common Shares to the Warrantholder upon exercise of any Warrants results in the Warrantholder being deemed to beneficially own, in the aggregate, more than the Warrantholder’s Beneficial Ownership Limitation, the number of shares so issued by which the Warrantholder's aggregate beneficial ownership exceeds the Warrantholder’s Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Warrantholder shall not have the power to vote or to transfer the Excess Shares. Upon the written request of a Warrantholder, the Corporation shall within two (2) Business Days confirm in writing to such Warrantholder the number of Common Shares then outstanding. The Warrantholder, upon notice to the Corporation, may increase or decrease its Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the Common Shares outstanding and the provisions of this Section 4 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation. The limitations contained in this paragraph shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this Section 4.

6.

5.Not a Shareholder: The holding of the Warrants shall not constitute the Warrantholder as a shareholder of the Corporation nor entitle the Warrantholder to any right or interest except as expressly provided in this Warrant Certificate.
6.Covenants, Representations and Warranties: The Corporation hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to the Expiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this Warrant Certificate. The Corporation hereby further represents and warrants that such Common Shares (a) have been conditionally approved for listing on the Toronto Stock Exchange (the “TSX”), subject only to customary deliveries to be made by the Corporation to the TSX and the NYSE American (which deliveries the Corporation covenants and agrees that it will at its expense expeditiously use its best efforts to deliver) and (b) have been authorized for listing on the NYSE American stock exchange, and the Corporation covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice of issue) on each other stock exchange or over-the-counter market on which the Common Shares may be listed from time to time. All Common Shares which are issued upon the exercise of the right of purchase provided in this Warrant Certificate, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this Warrant Certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant Certificate.
7.Anti-Dilution Protection:
(1)Definitions: For the purposes of this section 7, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection 7(1):
(a)“Adjustment Period” means the period commencing on the date of issue of the Warrants and ending at the Expiry Time;

7.
(b)“Current Market Price” of the Common Shares at any date means the volume weighted average trading price of the Common Shares on the TSX or, if the Common Shares are not then listed on the TSX, on the principal Canadian or U.S. stock exchange on which the Common Shares are listed or, if the Common Shares are not then listed on any Canadian or U.S. stock exchange, on the inter dealer quotation system or over-the-counter market, over the twenty (20) consecutive trading days ending two trading days immediately preceding such date (provided that if the Common Shares are not then listed on any Canadian stock exchange or traded in the over-the-counter market, then the Current Market Price shall be determined by a firm of independent chartered accountants satisfactory to the Corporation and the Warrantholder, each acting reasonably);
(c)“director” means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever empowered, action by any committee of the directors of the Corporation; and
(d)“trading day” with respect to a stock exchange or over-the-counter market means a day on which such exchange or market is open for business.
(2)Adjustments: The Exercise Price and the number of Common Shares issuable to the Warrantholder upon the exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided as follows:
(a)If at any time during the Adjustment Period the Corporation shall:
(i)fix a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend;
(ii)fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares;
(iii)subdivide the outstanding Common Shares into a greater number of Common Shares; or
(iv)consolidate the outstanding Common Shares into a lesser number of Common Shares,
(any of such events in subclauses 7(2)(a)(i), 7(2)(a)(ii), 7(2)(a)(iii) and 7(2)(a)(iv) above being herein called a “Common Share Reorganization”) the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

8.
A.the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and
B.the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such date).
(b)To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 7(2)(a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. Any Warrantholder who has not exercised his, her or its right to subscribe for and purchase Common Shares on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter shall be entitled to receive and shall accept in lieu of the number of Common Shares then subscribed for and purchased by such Warrantholder, at the Exercise Price determined in accordance with this clause 7(2)(a), the aggregate number of Common Shares that such Warrantholder would have been entitled to receive as a result of such Common Share Reorganization, if, on such record date or effective date, as the case may be, such Warrantholder had been the holder of record of the number of Common Shares so subscribed for and purchased.
(c)If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) at the date of issue of such securities of less than [Redacted – commercially sensitive information]% of the Current Market Price of the Common Shares on such record date (any of such events being called a “Rights Offering”), the Exercise Price shall be adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

9.
(i)the numerator of which shall be the aggregate of:
A.the number of Common Shares outstanding on the record date for the Rights Offering, and
B.the quotient determined by dividing
(1)either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by
(2)the Current Market Price of the Common Shares as of the record date for the Rights Offering; and
(ii)the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged or converted).
Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 7(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause 7(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(d)If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of:
(i)shares of the Corporation of any class other than Common Shares;
(ii)rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares;

10.
(iii)evidences of indebtedness of the Corporation; or
(iv)any property or assets of the Corporation;
and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:
A.the numerator of which shall be the difference between
(1)the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and
(2)the fair value, as determined by the directors of the Corporation (whose determination shall be subject to the prior approval of the TSX or, if required, any other stock exchange on which the Common Shares are then listed), to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and
B.the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date.
Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 7(2)(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this clause 7(2)(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(e)If at any time during the Adjustment Period there shall occur:
(i)a reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization;

11.
(ii)a consolidation, amalgamation, arrangement or merger of the Corporation with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; or
(iii)the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;
(any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares to which the Warrantholder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.
(f)If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of clause 7(2)(a), 7(2)(b) or 7(2)(c) of this Warrant Certificate, then the number of Common Shares purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price, as the case may be.
(3)Rules: The following rules and procedures shall be applicable to adjustments made pursuant to subsection 7(2) hereof:
(a)Subject to the following clauses of this subsection 7(3), any adjustment made pursuant to subsection 7(2) hereof shall be made successively whenever an event referred to therein shall occur.

12.
(b)No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent (1%) in the then Exercise Price and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one Common Share; provided, however, that any adjustments which except for the provision of this clause 7(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of subsection 7(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in subclause 7(2)(a)(iv) hereof or a Capital Reorganization described in subclause 7(2)(d)(ii) hereof).
(c)No adjustment in the Exercise Price or in the number or kind of securities purchasable upon the exercise of the Warrants shall be made in respect of any event described in section 7 hereof if the Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event. Any such participation shall be subject to the prior approval of the TSX or, if required, any other stock exchange on which the Common Shares are then listed.
(d)No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of the Warrants shall be made pursuant to subsection 7(2) hereof in respect of the issue from time to time of Common Shares pursuant to securities issued pursuant to, or upon the exercise, exchange or conversion of securities issued pursuant to, compensation plans that have been approved by the shareholders of the Corporation and any required stock exchange or issued to management, directors or employees of the Corporation and/or any subsidiary of the Corporation as consideration for services provided to the Corporation or any subsidiary and any such issue shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described in subsection 7(2) hereof. For greater certainty, no adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of the Warrants shall be made pursuant to subsection 7(2) hereof in respect of the issue from time to time of the Common Shares pursuant to this Warrant Certificate.
(e)If at any time during the Adjustment Period the Corporation shall take any action affecting the Common Shares, other than an action described in subsection 7(2) hereof, which in the opinion of the directors, acting reasonably and in good faith, would have a material adverse effect upon the rights of Warrantholder, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of Warrants shall be adjusted in such manner and at such time by action by the directors, in their sole discretion (but subject to the prior approval of the TSX or, if required, any other stock exchange on which the Common Shares are then listed), as may be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Common Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

13.
(f)If the Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrant shall be required by reason of the setting of such record date.
(g)In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in subsection 7(2) hereof, the Corporation may defer, until the occurrence of such event:
(i)issuing to the Warrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
(ii)delivering to the Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event;
provided, however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on the exercise of the Warrants.
(h)In the absence of a resolution of the directors fixing a record date for a Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date of the issue of the rights, options or warrants issued pursuant to the Rights Offering.
(i)If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 7(2) hereof and shall be binding upon the Corporation and the Warrantholder.

14.
(j)As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 7(2) hereof, including the Exercise Price and the number or class of Common Shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of counsel to the Corporation, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
(4)Notice: The earlier of (i) seven (7) days prior to the record date or (ii) twenty-one (21) days prior to the effective date of any event which requires or might require an adjustment in any of the rights of the Warrantholder under this Warrant Certificate, including the Exercise Price or the number of Common Shares which may be purchased under this Warrant Certificate, the Corporation shall deliver to the Warrantholder a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment. In case any adjustment for which a notice in this subsection 7(4) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable deliver to the Warrantholder a certificate providing the calculation of such adjustment.
(5)Share Transfer Books Closed: The Corporation shall not be required to deliver certificates for Common Shares while the register of transfers and share transfer books of the Corporation are properly closed prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant Certificate in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period, delivery of certificates for Common Shares may be postponed for not more than three (3) business days after the date of the re-opening of said share transfer books; provided, however, that any such postponement of delivery of certificates shall be without prejudice to the right of the Warrantholder so surrendering the same and making payment during such period to receive after the share transfer books shall have been re-opened such certificates for the Common Shares called for, as the same may be adjusted pursuant to section 7 herein as a result of the completion of the event in respect of which the transfer books were closed.

15.
8.Further Assurances: The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Warrantholder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Warrant Certificate.
9.Time of Essence: Time shall be of the essence of this Warrant Certificate.
10.Governing Laws: This Warrant Certificate shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
11.Notices: All notices or other communications to be given under this Warrant Certificate shall be delivered by hand or by email and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by email, on the date of transmission if sent before 5:00 p.m. on a business day or, if such day is not a business day, on the first business day following the date of transmission and shall be addressed to:
(a)in the case of the Warrantholder:
[Redacted – personal information]
with a copy to (which shall not constitute notice):
[Redacted – personal information]
(b)in the case of the Corporation:
[Redacted – personal information]
With a copy to (which shall not constitute notice)
[Redacted – personal information]

The Corporation and the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant Certificate.
12.Legends on Common Shares:
(1)Canadian Legends: In addition to the U.S. legend set forth in Section 1(2)(c), any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four (4) months and one (1) day after the date hereof will bear the following legends:
(a)“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE THE SECURITIES BEFORE [Redacted – commercially sensitive information].”; and
(b)“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER THE SAID SECURITIES CANNOT BE FREELY TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

16.
13.Lost Certificate: If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.
14.Transfer: The Warrants are transferable and the term “Warrantholder” shall mean and include any successor, transferee or assignee of the current or any future Warrantholder. The Warrants may be transferred by the Warrantholder completing and delivering to the Corporation the transfer form attached hereto as Schedule B and surrendering this Warrant Certificate to the Corporation, provided that all such transfers shall be effected in accordance with all applicable securities laws. If only part of the Warrants evidenced hereby is transferred, the Corporation will deliver to the Warrantholder and the transferee replacement Warrant Certificates substantially in the form of this Warrant Certificate.
15.Successors and Assigns: This Warrant Certificate shall enure to the benefit of the Warrantholder and the successors and assignees thereof and shall be binding upon the Corporation and the successors thereof.
16.Email Signature: The Warrant may be executed by email, which email copy shall be deemed to be an original document.
[Remainder of page left intentionally blank.]


IN WITNESS WHEREOF this Warrant Certificate has been executed by the Corporation as of the date first above written.
i-80 GOLD CORP.
By:
(signed) “Richard Young”
Name:    Richard Young
Title:    Chief Executive Officer

Acknowledged and agreed:
ORION MINE FINANCE FUND III LP, by its general partner, ORION MINE FINANCE GP III LP, by its general partner, ORION MINE FINANCE GP III LLC
By:
(signed) “Istvan Zollei”
Name:    Istvan Zollei
Title:    Authorized Signatory


[Execution Page to Warrant Certificate]

Schedule A
[Redacted – commercially sensitive information]


Schedule B
FORM OF TRANSFER
[Redacted – commercially sensitive information]
EX-10.6 11 ex106amendedandrestatedi-8.htm EX-10.6 Document
Execution Version


Exhibit 10.6
AMENDED AND RESTATED
GOLD PREPAY PURCHASE AND SALE AGREEMENT
between
i-80 GOLD CORP.
as Seller
– and –
PREMIER GOLD MINES USA, INC.
OSGOOD MINING COMPANY, LLC
RUBY HILL MINING COMPANY, LLC
as Guarantors
– and –
OMF FUND III (HG) LTD.
AND THE OTHER BUYERS PARTY HERETO FROM TIME TO TIME
as Buyers
– and –
OMF FUND III (HG) LTD.
as Administrative Agent
September 20, 2023



TABLE OF CONTENTS

Page



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AMENDED AND RESTATED GOLD PREPAY PURCHASE AND SALE AGREEMENT
THIS AMENDED AND RESTATED GOLD PREPAY PURCHASE AND SALE AGREEMENT is made as of the 20th day of September, 2023,
B E T W E EN:
i-80 GOLD CORP., a corporation incorporated under the laws of British Columbia, as Seller
– and –
PREMIER GOLD MINES USA, INC., a corporation incorporated under the laws of the State of Delaware, as Premier Gold
– and –
OSGOOD MINING COMPANY, LLC, a limited liability company existing under the laws of the State of Nevada, as Granite Creek Owner
– and –
RUBY HILL MINING COMPANY, LLC, a limited liability company existing under the laws of the State of Nevada, as Ruby Hill Owner
– and –
OMF FUND III (HG) LTD., and the other buyers party hereto from time to time, as buyers
– and –
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
RECITALS:
A.    The Seller obtained financing for the purposes of developing the Projects and for the other purposes contemplated herein pursuant to the Gold Prepay Facility made available to the Seller, as a pre-payment on account of the future delivery by the Seller to the Buyers of the Aggregate Gold Quantity, all on the terms and conditions set forth in the gold prepay purchase and sale agreement dated as of December 13, 2021 (as amended pursuant to a first amending agreement dated as of April 12, 2022, the "Original Prepay Agreement"); and
B.    the Buyers have agreed to make available to the Seller an additional deposit in the amount of $20,000,000 by amending and restating the Original Prepay Agreement on the terms and conditions set forth herein.

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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Article 1
INTERPRETATION
1.1Definitions.
For the purposes of this Agreement:
1.1.1"2021 Subscription Agreement" means the subscription agreement dated as of December 13, 2021 between the Seller and NGM.
1.1.2"2021 Warrant Certificate" means the certificate of the Seller representing the Warrants, as will be amended to reflect an expiry date for the Warrants of December 13, 2025.
1.1.3"2021 Warrants" means 5,500,000 common share purchase warrants of the Seller registered in the name of Orion Mine Finance Fund III LP issued on December 13, 2021.
1.1.4"2023 Accordion Aggregate Gold Quantity" means [Redacted – commercially sensitive information].
1.1.5"2023 Accordion Closing Date" means the date on which all of the conditions precedent set forth in Section 8.1 are satisfied by the Seller Parties or waived by the Buyers.
1.1.6"2023 Accordion First Delivery Date" means the later to occur of:  the 2023 Accordion Closing Date, and March 31, 2024.
1.1.7"2023 Accordion Prepayment" has the meaning ascribed to such term in Section 2.1.2.
1.1.8"2023 Subscription Agreement" means the subscription agreement dated as of July 18, 2023 between the Seller and Orion Mine Finance Fund III LP.
1.1.9"2023 Warrant Certificate" means the certificate of the Seller representing the 2023 Warrants.
1.1.10"2023 Warrants" means 3,750,000 common share purchase warrants of the Seller registered in the name of Orion Mine Finance Fund III LP issued on the date hereof.
1.1.11"Abandonment Property" has the meaning attributed to such term in the Stream Agreement.
1.1.12"Aboriginal" means any indigenous and/or aboriginal person(s), tribe(s) and/or band(s).
1.1.13"Aboriginal Claims" means any claims, assertions or demands, written or oral, whether proven or unproven, made by any Aboriginal, or any representatives thereof, in respect of asserted or proven Aboriginal rights, Aboriginal title, treaty rights or any other Aboriginal interest in, to or affecting all or any portion of the Projects or the Project Real Property.
1.1.14"Aboriginal Information" means any and all written and material oral communications and documentation, including electronic or other form related to any Aboriginal Claims, or any Governmental Body, or representatives thereof, in respect of any matter, including the issuance of required permits, licences and other governmental authorizations, involving any Aboriginal Claims or Aboriginal groups in relation to the Projects or the Project Real Property.

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1.1.15"Acquisition" means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or  any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.
1.1.16"Additional Amounts" has the meaning ascribed to such term in Section 3.6.2.
1.1.17"Administrative Agent" means OMF Fund III (Hg) Ltd., in its capacity as administrative agent for the Buyers hereunder, or any successor Administrative Agent appointed pursuant to Section 10.1.
1.1.18"Affiliate" means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.
1.1.19"Aggregate Gold Quantity" means: (a) prior to the 2023 Accordion First Delivery Date, the Original Aggregate Gold Quantity; and (b) from and after the 2023 Accordion First Delivery Date until the Original Final Delivery Date, the sum of: (i) the Original Aggregate Gold Quantity; and (ii) the 2023 Accordion Aggregate Gold Quantity; in each case or such greater amount as agreed by the parties in accordance with Section 2.6.
1.1.20"Agreement" means this gold prepay facility agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with terms hereof.
1.1.21"AML Legislation" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the USA Patriot Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and "know your client" Applicable Laws, whether within Canada, in the United States or, to the extent applicable to the Seller or any other Project Entity, elsewhere, including any regulations, guidelines or orders thereunder.
1.1.22"Annual Forecast Report" means a written report in relation to a Fiscal Year with respect to each Project, to be prepared by or on behalf of the Seller, including with reasonable detail:
(a)the amount and a description of planned operating and capital expenditures, including:
(i)the amount and a description of planned exploration expenditures, including a breakdown by exploration target;
(ii)the amount and, to the extent reasonably feasible, a description of planned development and other capital expenditures, including a breakdown of the major components thereof; and
(iii)a breakdown by sustaining and non-sustaining costs; and

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(b)a forecast, based on the then current Mine Plan for each Project, for such Fiscal Year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:
(i)the estimated tonnes and grade of Minerals to be mined;
(ii)the estimated tonnes and grade of Minerals to be stockpiled; and
(iii)the estimated tonnes and grade of Minerals to be processed, and expected recoveries for gold, silver and other types of marketable minerals.
1.1.23 "Annual Metal Delivery Coverage Ratio" means, at any time, for a calendar year, the ratio of (A) the sum of (i) the aggregated estimated number of ounces of gold contained in Minerals and Other Minerals to be produced from the Projects for such calendar year as set out in the Mine Plans for the Projects that are in effect at such time and have been adopted in compliance with this Agreement, plus (ii) the aggregated estimated number of ounces of gold expected to be available to the Seller from other sources satisfactory to the Buyers, acting reasonably, to satisfy its obligations under this Agreement and the Stream Agreement in such calendar year, to (B) the sum of (i) the aggregate amount of ounces of gold in the Quarterly Gold Deliveries that, for such calendar year, are required to be made to the buyers under the Gold Prepay Agreement, plus (ii) the Gold Equivalent Annual Minimum Delivery Amount for such calendar year.
1.1.24"Annual Minimum Delivery Amount" has the meaning given to such term in the Stream Agreement.
1.1.25"Annual Operations Report" means a written report prepared by or on behalf of the Seller in relation to a Fiscal Year, which report shall include all material information pertaining to the development and operations of each Project, including the following information for such Fiscal Year:
(a)the information required to be included in Quarterly Production Reports hereunder, except on an annualized basis for such year or as at the end of such year, as applicable;
(b)a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) as of the end of such Fiscal Year;
(c)a review of the exploration, development and operating activities for such Fiscal Year, including:
(i)the amount and a description of exploration expenditures, including a breakdown by exploration target, and variances from projected exploration expenditures, and a report on the result of exploration activities conducted during such Fiscal Year, including all geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys;
(ii)the amount and a description of operating and capital expenditures (excluding exploration expenditures), including a breakdown of the major components thereof, and variances from projected operating and capital expenditures;
(iii)a report on any material issues or departures from that contemplated by the Mine Plan for each Project, as the Mine Plan existed as of the first day of such Fiscal Year; and

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(iv)any actual or expected materially adverse impact on development or production or recovery of gold, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and
(d)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
The Annual Operations Report shall also contain a report on any Encumbrances placed on the Project Property during the applicable year securing amounts greater than $[Redacted – commercially sensitive information] in the aggregate, other than the Security.
1.1.26"Anti-Corruption Laws" means the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction applicable to any Group Member from time to time concerning or relating to bribery or corruption.
1.1.27"Anti-Corruption Policy" means the anti-bribery and anti-corruption policy of the Group Members (which shall include United States Foreign Corrupt Practices Act compliance) adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with this Agreement.
1.1.28"Applicable Law" means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Body in any case applicable to any specified Person, property, transaction or event, or any such Person's property or assets (and, in the case of Section 3.8, whether or not having the force of law).
1.1.29"Applicable Percentage" means, with respect to any Buyer, the percentage of the total Prepayment advanced by such Buyer.
1.1.30"Arrangement Fee" means an arrangement fee of $[Redacted – commercially sensitive information].
1.1.31"Associate" has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.
1.1.32"Authorization" means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person's property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.
1.1.33"Board" means the board of directors of the Seller.
1.1.34"Buffalo Mountain Project" means the Buffalo Mountain mining project in Humboldt County, Nevada as described in the Lone Tree Exchange Agreement.
1.1.35"Business" means the development, expansion and operation of, and extraction, processing and sale of Minerals from, the Projects.

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1.1.36"Business Day" means any day, other than a Saturday, Sunday or statutory holiday in any one of Toronto, Ontario, New York City, New York, or Vancouver, British Columbia or a day on which banks are generally closed in any one of those cities.
1.1.37"Buydown Amount" means any payment received under a Material Contract, the application of which is not specifically dealt with in this Agreement, which constitutes a non-recurring payment (lump sum or otherwise) in compensation for permanently lost future revenues for a period of time, but excluding, for greater certainty, the proceeds of business interruption insurance, delay liquidated damages, or damages in respect of amounts payable to third parties.
1.1.38"Buyer Hedge Arrangement" means, with respect to any Buyer, any arrangement or transaction between such Buyer and any other Person that is a swap transaction, forward transaction, commodity swap, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any of such transactions or arrangements) designed to protect or mitigate against such Buyer's risks in gold price fluctuations in respect of its entitlement to receive its Applicable Percentage of the Aggregate Gold Quantity.
1.1.39"Buyers" means the Initial Buyer and each other Buyer party hereto from time to time, and their respective permitted successors and assigns.
1.1.40"Capitalized Lease Obligation" means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS, is required to be capitalized.
1.1.41"Change in Law" has the meaning ascribed to such term in Section 3.6.7.
1.1.42"Change of Control" means:
(a)any Person or Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) acquires, together with all other voting shares held by such Person or Persons, control or direction over 50% of the outstanding voting shares of the Seller, or otherwise acquires the ability to elect a majority of the Board; or
(b)the occupation of a majority of the seats (other than vacant seats) on the Board by Persons who were neither nominated by the Board nor appointed by directors so nominated; or
(c)any Subsidiary of the Seller which is a Project Entity ceases to be a wholly owned Subsidiary of the Seller; or
(d)the Seller or any of its Subsidiaries, as applicable, takes any actions to effect any of the foregoing.
1.1.43"Claim" means any claim or liability of any nature whatsoever, including any demand, obligation, liability, debt, cause of action, suit, proceeding, judgment, award, assessment or reassessment.
1.1.44"Collateral" means the equity and intercompany debt pledged pursuant to the Pledge Agreements, and the Granite Creek Project Property and the Ruby Hill Project Property, and all of the other presently held and future acquired undertaking, property and assets of the Seller Parties charged or intended to be charged pursuant to the Security Documents. For greater certainty, Excluded Assets shall not be Collateral.

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1.1.45"Collateral Agent" means OMF Fund III (Hg) Ltd., in its capacity as collateral agent for the Buyers under this Agreement, as appointed pursuant to the Intercreditor Agreement, or any successor Collateral Agent appointed thereunder.
1.1.46"Commitment" means, in respect of each Buyer, the Prepayment amount specified with respect to such Buyer in Schedule A (which will be amended from time to time in accordance with the terms hereof and distributed to all parties by the Administrative Agent from time to time to reflect any changes thereto).
1.1.47"Completion Certificate" means a certificate of a senior officer of the Seller in the form set out in Schedule 1.1.47.
1.1.48"Completion Date" for a Project means [Redacted – commercially sensitive information].
1.1.49 "Compliance Certificate" means a certificate of a senior officer of the Seller in the form set out in Schedule 1.1.49.
1.1.50"Construction Budget" for a Project means the budget for the construction of the Project approved by the Board at the time of a positive construction decision, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
1.1.51"Contingent Value Rights Agreement" means the contingent value rights agreement among Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, Premier Gold and the Seller dated as of April 14, 2021.
1.1.52"Contract" means any agreement, contract, lease, licence, concession, option, indenture, mortgage, deed of trust, debenture, note or other instrument, arrangement, understanding or commitment, whether written or oral.
1.1.53"Control" means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.
1.1.54"Convertible Debt Agreements" means the Orion Convertible Credit Agreement, and additional convertible credit agreements with a principal amount not to exceed $[Redacted – commercially sensitive information] and on terms and conditions no more favourable to the lender than the terms and conditions of the Orion Convertible Credit Agreement provided such additional convertible credit agreements are executed and fully funded on or prior to [Redacted – commercially sensitive information].
1.1.55"Corrective Action Plan" means a plan to correct and remedy all non-compliance by the Project with Environmental Law, the ICMM Guidelines, the HSEC Policy and any adverse effects resulting from same.
1.1.56"Date of Delivery" has the meaning ascribed to such term in Section 3.5.3.
1.1.57"Debenture Indenture" means the convertible debenture indenture dated February 22, 2023 between the Seller and TSX Trust Company in connection with the issuance of US$65 million principal amount of secured convertible debentures of the Seller, with the convertible debentures bearing a fixed interest of 8.00% per annum and maturing on February 22, 2027.

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1.1.58"Debt" means, at any time, with respect to any Person:
(a)all obligations, including by way of overdraft and drafts or orders accepted representing extensions of credit, that would be considered to be indebtedness for borrowed money, and all obligations, whether or not with respect to the borrowing of money, that are evidenced by bonds, debentures, notes or other similar instruments;
(b)the face amount of all bankers' acceptances and similar instruments;
(c)all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;
(d)any capital stock of that Person, or of any Subsidiary of that Person, which capital stock, by its terms or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part;
(e)all Capitalized Lease Obligations, synthetic lease obligations, obligations under Sale-Leasebacks and Purchase Money Obligations;
(f)the amount of all contingent liabilities in respect of letters of credit and similar instruments;
(g)accounts payable and accruals that are over one hundred twenty (120) days past due (except to the extent being contested in good faith);
(h)obligations under any Hedging Arrangement;
(i)contingent liabilities in respect of performance bonds, surety bonds and product warranties, and any other contingent liability, in each case only to the extent that the contingent liability is required by IFRS to be treated as a liability on a balance sheet of the Person contingently liable (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Projects and the Plants,); and
(j)the amount of the contingent liability under any Guarantee in any manner of all or any part of an obligation of another Person of the type included in paragraphs (a) through (i) above, provided that, for greater certainty, trade payables that do not fit the description in paragraph (g) above shall not be considered Debt.
1.1.59"Default" means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default.
1.1.60"Disposition" means any sale, assignment, transfer, conveyance, lease, license, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, but does not include the payment of a dividend, and the verb "Dispose" has a correlative meaning.
1.1.61"Early Delivery Quantity" has the meaning ascribed to such term in Section 2.4.8(a).
1.1.62"Encumbrance" means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, and "Encumbrances", "Encumbrancer", "Encumber" and "Encumbered" shall have corresponding meanings.

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1.1.63"Environmental Laws" means all Applicable Laws relating to the protection of the environment, natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts or the rehabilitation, reclamation and closure of lands used in connection with the Project.
1.1.64"Event of Default" has the meaning ascribed to it in Section 9.1.
1.1.65"Excluded Assets" means: all shares issued by subsidiaries of Seller which are not Seller Parties; all shares issued by subsidiaries of Premier Gold which are not Seller Parties; all property, assets and undertaking of Seller other than the Seller Collateral; and all property, assets and undertaking of Premier Gold other than equity interests from time to time issued by Ruby Hill Owner or Granite Creek Owner and Debt from time to time owing by Ruby Hill Owner or Granite Creek Owner.
1.1.66"Excluded Taxes" means, with respect to any recipient of any delivery, payment or transfer of property of any kind under this Agreement or under any of the Gold Prepay Facility Documents (each such recipient, a "Recipient"): any Taxes imposed on or measured by the Recipient on net income, net profits, capital gains, capital or branch profits, arising in a jurisdiction (or any political subdivision thereof) by virtue of the Recipient (i) being incorporated or continued or resident or organized in such jurisdiction, in each case determined by application of the laws of such jurisdiction, or (ii) having a permanent establishment, determined by application of the laws of such jurisdiction, or otherwise having any present or former connection with such jurisdiction (other than any establishment or connection arising solely from (A) entering into, or performing its obligations under, this Agreement or any other Gold Prepay Facility Document, (B) receiving deliveries or payments under this Agreement or any other Gold Prepay Facility Document, or (C) enforcing rights under this Agreement or (D) entering into this Agreement); U.S. withholding tax imposed by under FATCA; and Taxes solely attributable to the Recipient's failure to comply with Section 3.6.6;
1.1.67"FAD" means the FAD property located in Eureka County, Nevada, United States of America.
1.1.68"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, or any associated regulations or other official guidance as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with).
1.1.69"Final Delivery Date" means December 31, 2026.
1.1.70"Financial Assistance" given by any Person (the "Financial Assistance Provider") to or for the account or benefit of any other Person (the "Financial Assistance Recipient") means any direct or indirect financial assistance of any nature, kind or description whatsoever (by means of loan, Guarantee or otherwise) of or from such Financial Assistance Provider, or of or from any other Person with recourse against such Financial Assistance Provider or any of its property, to or for the account or benefit of the Financial Assistance Recipient (including Investments in a Financial Assistance Recipient, Acquisitions from a Financial Assistance Recipient, and gifts or gratuities to or for the account or benefit of a Financial Assistance Recipient).
1.1.71"Financial Statements" means the audited consolidated financial statements of the Seller as at and for the year ended December 31, 2020, including the notes thereto, together with the auditor's report thereon, and the unaudited consolidated interim financial statements of the Seller as at and for the three and nine-month periods ended September 30, 2021, which form part of the Public Disclosure Documents.

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1.1.72"Fiscal Quarter" means each calendar quarter ending on March 31, June 30, September 30 and December 31 of each year.
1.1.73"Fiscal Year" means the period of January 1 to December 31 of each year.
1.1.74"General Security Agreement" means an agreement governed by New York law pursuant to which a Guarantor grants a security interest to the Collateral Agent in all of its presently held and future acquired Collateral.
1.1.75"Gold Equivalent Annual Minimum Delivery Amount" for a calendar year means a number of ounces of gold equal to the Annual Minimum Delivery Amount of silver for such calendar year multiplied by [Redacted – commercially sensitive information].
1.1.76"Gold Prepay Facility" has the meaning ascribed to such term in Section 2.1.
1.1.77"Gold Prepay Facility Documents" means, collectively, this Agreement, the Guarantee executed by each Guarantor in favour of the Administrative Agent, the Security Documents executed by the Seller Parties, the Intercreditor Agreement, the Waterton Subordination Agreement, any Subordination and Postponement of Claims and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to the Buyers, the Administrative Agent for the benefit of the Buyers, the Collateral Agent for the benefit of the Buyers, in connection with this Agreement or the other Gold Prepay Facility Documents.
1.1.78"Gold Price" means, on any date, the afternoon per ounce LBMA Gold Price in U.S. dollars quoted by the London Bullion Market Association (currently in partnership with ICE Benchmark Administration) for Refined Gold on such day or, if such day is not a trading day, the immediately preceding trading day; provided that if the LBMA Gold Price is no longer quoted by the London Bullion Market Association, the Gold Price shall be determined by reference to the price of Refined Gold in the manner endorsed by the London Bullion Market Association, or  if the London Bullion Market Association ceases to be in operation, the Gold Price shall be determined by reference to the price of Refined Gold in the manner endorsed by the World Gold Council, failing which the Gold Price will be determined by reference to the price of Refined Gold on a commodity exchange mutually acceptable to the Seller and the Administrative Agent, each acting reasonably.
1.1.79"Good Industry Practice" means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the Canadian and U.S. mining industries engaged in the same type of undertaking under the same or similar circumstances.
1.1.80"Governmental Body" means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.
1.1.81"Granite Creek Owner" means Osgood Mining Company, LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.

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1.1.82"Granite Creek Project" means the Granite Creek mining project, formerly known as the Getchell mining project, located in Humboldt County, Nevada as described in the Granite Creek Technical Report.
1.1.83"Granite Creek Project Property" means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Granite Creek Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: the Granite Creek Project Real Property and Minerals and other minerals produced from the Granite Creek Project Real Property; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Granite Creek Project; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.
1.1.84"Granite Creek Project Real Property" means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Granite Creek Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. "Granite Creek Project Real Property" shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.85"Granite Creek Technical Report" means the technical report titled "Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, U.S.A." dated November 8, 2021 with an effective date of May 4, 2021, prepared by Global Resource Engineering Ltd.
1.1.86"Group Members" means, collectively, the Seller and its Subsidiaries from time to time, including the Project Entities, and "Group Member" means any one of them.
1.1.87"Guarantee" means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, letter of credit, lease, dividend or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

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1.1.88"Guarantors" means, collectively, any Person (other than the Seller) that holds or acquires directly or indirectly any interest in the Ruby Hill Project or the Granite Creek Project, other than any Person holding an interest in such Project solely through its interests in the Seller, and "Guarantor" means any one of them, as the context may require. As of the date hereof, the Guarantors are Premier Gold, Ruby Hill Owner and Granite Creek Owner.
1.1.89"Hazardous Substances" means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos.
1.1.90"Hedging Arrangement" means any interest rate, currency, equity or commodity swap, hedge, derivative, forward sale or similar arrangement.
1.1.91"HSEC Policy" means the integrated health, safety, environmental and community policies and operating guidelines for the Projects adopted by the Board.
1.1.92"ICMM Guidelines" means the International Council on Mining & Metals Mining Principles, as amended, supplemented or superseded from time to time.
1.1.93"IFRS" means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.
1.1.94"Inchoate Lien" means, with respect to any property or asset of any Person, the following liens:
(a)any lien for Taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings and for which a reasonable reserve satisfactory to the Administrative Agent has been provided; and
(b)undetermined or inchoate liens, privileges or charges incidental to current operations which have not been filed (or are not required to be filed) pursuant to law against such Person's property or assets or which relate to obligations not due or delinquent.
1.1.95"Increase" has the meaning ascribed to such term in Section 2.6.1.
1.1.96"Increase Delivery Schedule" has the meaning ascribed to such term in Section 2.6.1.
1.1.97"Increase Funding Date" has the meaning ascribed to such term in Section 2.6.1.
1.1.98"Increase Request" has the meaning ascribed to such term in Section 2.6.1.
1.1.99"Indemnified Other Tax" has the meaning ascribed to it in Section 3.6.3.
1.1.100"Indemnified Party" has the meaning ascribed to such term in Section 3.10.2.
1.1.101"Indemnified Tax" means any Indemnified Other Tax or Indemnified Withholding Tax.
1.1.102"Indemnified Withholding Tax" has the meaning ascribed to it in Section 3.6.2.
1.1.103"Initial Buyer" means OMF Fund III (Hg) Ltd., and its successors and permitted assigns.

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1.1.104"Intercreditor Agreement" means the intercreditor agreement dated December 13, 2021 among the Administrative Agent, on behalf of the Buyers under this Agreement, the Purchasers' Agent on behalf of the Purchasers, the Collateral Agent, the Stream Collateral Agent, the Seller and the Guarantors, as the same may be amended, modified, supplemented or replaced from time to time.
1.1.105"Investment" means, with respect to any Person, the making by such Person of: any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided that, for greater certainty, an Acquisition shall not be treated as an Investment.
1.1.106"ISDA Master Agreement" means the 1992 or 2002 ISDA Master Agreement (Multi-Currency – Cross Border) as published by the International Swaps and Derivatives Association, Inc., including any schedule thereto, and as amended, revised or replaced from time to time.
1.1.107"Key Transaction Agreements" means, collectively, this Agreement, the Orion Convertible Credit Agreement, the Stream Agreement, the Intercreditor Agreement, the Offtake Agreement, the 2021 Subscription Agreement and the Warrant Certificates.
1.1.108"Lone Tree Contingent Consideration Agreement" means the contingent consideration agreement dated as of September 3, 2021 delivered by the Seller in favour of NGM in connection with the Lone Tree Exchange Agreement.
1.1.109"Lone Tree Exchange Agreement" means the exchange agreement dated as of September 3, 2021 between NGM, Goldcorp Dee LLC, Au-Reka Gold LLC and the Seller.
1.1.110"Lone Tree Guarantee" means the guarantee dated as of September 3, 2021 delivered by the Seller in favour of NGM in connection with the obligations of its affiliates under the Lone Tree Contingent Consideration Agreement.
1.1.111"Lone Tree Owner" means Goldcorp Dee LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.
1.1.112"Lone Tree Project" means the Lone Tree mining project and processing facilities in Humboldt County, Nevada as described in the Lone Tree Exchange Agreement.
1.1.113"Lone Tree Project Property" means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Lone Tree Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: the Lone Tree Project Real Property and Minerals and other minerals produced from the Lone Tree Project Real Property; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Granite Creek Project; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.
1.1.114"Lone Tree Project Real Property" means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Lone Tree Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. "Lone Tree Project Real Property" shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

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1.1.115"Majority Buyers" means, at any time, one or more Buyers holding greater than 50% in the aggregate of the Commitments or, if the Prepayment has been made, of the Prepayment Balance.
1.1.116"Mandatory Repayment Amount" has the meaning ascribed to it in Section 2.4.7.
1.1.117"Mandatory Repayment Quantity" has the meaning ascribed to it in Section 2.4.7(a).
1.1.118"Material Adverse Effect" means, individually or in the aggregate, any event, change or effect that could reasonably be expected to have a materially adverse effect on  the business, affairs, capitalization, assets, liabilities, results of operations, condition (financial or otherwise) of the Seller, the Owners or the Seller Parties, taken as a whole, the development or operation or economic viability of a Project as contemplated by the relevant Mine Plan (as in effect at the time of such event, change or effect), the ability of the Seller or any other Seller Party to consummate the transactions contemplated by the Gold Prepay Facility Documents or to perform their respective obligations under the Gold Prepay Facility Documents or the Warrant Certificates, or the rights and remedies of the Administrative Agent or Buyers under the Gold Prepay Facility Documents or the Warrant Certificates.
1.1.119"Material Contracts" means the Contracts listed in Schedule 1.1.119, the Material Project Agreements, any Contract involving the potential expenditure by or revenue to any Project Entity of more than $[Redacted – commercially sensitive information] in the aggregate or in excess of $[Redacted – commercially sensitive information] in any Fiscal Year (other than any Contract for Permitted Debt or a Permitted Acquisition), and any other Contract, the breach, loss or termination of which would, or could reasonably be expected to, be material to any of the Project Entities or otherwise result in a Material Adverse Effect.
1.1.120"Material Project Agreements" means the Contracts listed in Schedule 1.1.120, and any other Project Agreement, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of the Project or otherwise result in a Material Adverse Effect relating to the Project.
1.1.121"Material Project Authorizations" means the Project Authorizations listed in Schedule 1.1.121, and any other Project Authorization, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of a Project or otherwise result in a Material Adverse Effect relating to a Project.
1.1.122"McCoy-Cove Owner" means Au-Reka Gold LLC, a limited liability company existing under the laws of the State of Delaware, and its permitted successors and assigns.
1.1.123 "McCoy-Cove Project" means the McCoy-Cove Project and the Cove property, located 50 kilometres southwest of Battle Mountain, Nevada and wholly-owned by McCoy-Cove Owner, a wholly owned subsidiary of Premier Gold.
1.1.124"McCoy-Cove Technical Report" means the technical report titled "Preliminary Economic Assessment for the Cove Project, Lander County, Nevada" dated January 25, 2021 (effective January 1, 2021), prepared by Dagny Odell, P.E., Laura Symmes, SME and T.R. Raponi of Practical Mining LLC.

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1.1.125"Milestone Payment Rights Agreement" means the milestone payment rights agreement between inter-alia, Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC and the Seller dated October 15, 2021.
1.1.126"Mine Plans" means the exploration, development and mine plans for each of the Projects, as applicable, each as approved by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
1.1.127"Mineral Interest" means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.
1.1.128"Minerals" means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from any Project Real Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré.
1.1.129"Monthly Operations Report" means a written report prepared by or on behalf of the Seller in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or operations of each Project, in the form attached hereto as Schedule 1.1.129.
1.1.130"National Instrument 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators and the companion policy thereto.
1.1.131"Net Insurance Proceeds" means the aggregate cash proceeds of insurance received by any Group Member in respect of any loss, damage to or destruction of any of the Collateral after deducting therefrom all reasonable fees, costs and expenses (including legal and accounting fees) incurred in connection with the collection of such proceeds (as evidenced by supporting documentation provided to the Buyers upon request), without deduction for any insurance premiums or similar payments, provided however that insurance proceeds arising from third-party liability insurance shall not constitute Net Insurance Proceeds.
1.1.132"Nevada Security Documents" means: deed of trust and UCC financing statement governed by Nevada law by the Ruby Hill Owner to the trustee set out therein for the benefit of OMF Fund III (Hg) Ltd., as Administrative Agent for the Buyers; deed of trust and UCC financing statement governed by Nevada law by the Granite Creek Owner to the trustee set out therein for the benefit of OMF Fund III (Hg) Ltd., Administrative Agent for the Buyers; and any subordination or other instruments prepared and held from time to time by the Administrative Agent under Nevada law as Security Documents.
1.1.133"NGM" means Nevada Gold Mines LLC.
1.1.134"NGM Direct Agreement" means a direct agreement in respect of the NGM Toll Treatment Agreements, between NGM and the Collateral Agent in form and substance satisfactory to the Buyers, acting reasonably.

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1.1.135"NGM Toll Treatment Agreements" means, collectively, the toll milling agreement among NGM, the Granite Creek Owner and Au-Reka Gold LLC effective as of October 14, 2021, and the toll milling agreement between NGM and Au-Reka Gold LLC effective as of October 14, 2021.
1.1.136"Obligations" means all indebtedness, liabilities and other obligations including, without limitation, the Termination Amount, owed to the Administrative Agent, the Collateral Agent, the Buyers or any Affiliate of a Buyer, hereunder, under any other Gold Prepay Facility Document or under any Permitted Hedging Arrangement entered into with a Buyer or an Affiliate of a Buyer, in each case whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising, including for certainty any existing Hedging Arrangements entered into between the Group Members and the Buyer or its Affiliates prior to the date hereof.
1.1.137"OFAC" means The Office of Foreign Assets Control of the US Department of the Treasury.
1.1.138"Officer's Certificate" means a certificate in form satisfactory to the Administrative Agent, acting reasonably, in the case of any such certificate of the Seller, signed by the Chief Executive Officer or the Chief Financial Officer of the Seller, and in all other cases, of the applicable Person required to provide such certificate signed by the President or a Vice-President of such Person or by such other of its senior officers, managers or directors as may be acceptable to the Administrative Agent.
1.1.139"Offtake Agreement" means the amended and restated offtake agreement dated December 13, 2021 between, among others, the purchasers thereunder and the Seller, as seller, providing for, among other things, the purchase and sale of Refined Gold, as assigned pursuant to a purchaser’s acknowledgement dated January 11, 2022 among OMF Fund II (O) Ltd., OMF Fund III (CR) Ltd., as assignors, and TRR Offtakes LLC, as assignee, and acknowledged by Goldcorp Dee LLC.
1.1.140"Order" means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.
1.1.141"Original Aggregate Gold Quantity" means [Redacted – commercially sensitive information] ounces of Refined Gold.
1.1.142"Original Currency" has the meaning ascribed to such term in Section 11.6.1.
1.1.143"Original Final Delivery Date" means September 30, 2025.
1.1.144"Original Prepay Agreement" has the meaning ascribed to such term in the recitals.
1.1.145"Original Prepay Date" means December 13, 2021.
1.1.146"Original Prepay First Amendment Date" means April 12, 2022, the date on which all of the conditions precedent set forth in Section 8.1 of the Original Prepay Agreement were satisfied by the Seller Parties or waived by the Buyers.
1.1.147 "Original Prepayment" has the meaning ascribed to it in Section 2.1.1.
1.1.148"Orion Convertible Credit Agreement" means the convertible debt agreement dated December 13, 2021 and between the parties hereto.
1.1.149"Other Currency" has the meaning ascribed to such term in Section 11.6.1.

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1.1.150"Other Rights" means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions, unpatented mining claims or franchises held by a Group Member or required to be obtained from any Person (other than a Governmental Body) for the development and operation of the Project, as contemplated by the current or then applicable Mine Plan.
1.1.151"Owners" means together, Ruby Hill Owner, Granite Creek Owner and Lone Tree Owner.
1.1.152"Payor" has the meaning ascribed to it in Section 3.6.2.
1.1.153"Payment" has the meaning ascribed to such term in Section 3.6.1.
1.1.154"Permitted Acquisition" means an Acquisition by the Seller or Premier Gold (i) in which the business of the entity being acquired is (in the case of a share Acquisition) or the assets being acquired are used in or relate to (in the case of an asset Acquisition) a business engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Acquisition is not made in connection with the development, expansion or working capital requirements of one or more of the Projects, the consideration paid for such Acquisition shall not be derived from the Prepayment, and provided further such Acquisition would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Seller Parties to perform and comply with their obligations under the Gold Prepay Facility Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan.
1.1.155"Permitted Asset Disposition" means, as at any particular time, a sale, transfer or other Disposition of: tangible personal property that is no longer required in the conduct of the business of the Project Entities or is being replaced, to a maximum aggregate amount in each Fiscal Year of the Seller of $[Redacted – commercially sensitive information] (whether in cash or other property);  minerals pursuant to this Agreement, the Stream Agreement, the Offtake Agreement, royalty agreements entered into (and amended, as applicable) in compliance with the terms of this Agreement or otherwise in the ordinary course of business in compliance with the terms of this Agreement including delivery of Minerals by a Project Entity (through, if applicable, the corporate structure) up the corporate chain to the Seller; and Abandonment Property as permitted under the Stream Agreement provided that the Buyers shall have determined, acting in a commercially reasonable manner, that it is not economical to mine Minerals from the Abandonment Property.
1.1.156"Permitted Debt" means:
(a)the Obligations;
(b)obligations owing under the Stream Agreement;
(c)obligations of the Seller, as seller, and the Guarantors, as guarantors, under the Convertible Debt Agreements;
(d)Debt of the Owner secured by Encumbrances permitted pursuant to paragraph (j) of the definition of Permitted Encumbrances;
(e)obligations under Permitted Hedging Arrangements;
(f)Subordinated Intercompany Debt;

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(g)deposits received from customers in the ordinary course of business;
(h)unsecured trade payables incurred in the ordinary course of business;
(i)Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations in connection with the Projects or the Plants to the extent required by Applicable Laws or a Governmental Body;
(j)Guarantees by the Seller of Debt of a Subsidiary that, other than Lone Tree Owner, is not a Project Entity, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by the Seller;
(k)Guarantees by Premier Gold of Debt of a Subsidiary that, other than Lone Tree Owner, is not a Project Entity, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by Premier Gold;
(l)the Waterton Payments subject to the Waterton Subordination Agreement;
(m)obligations under the Lone Tree Guarantee and the Lone Tree Contingent Consideration Agreement;
(n)Debt of the Project Entities (other than the Granite Creek Owner and Ruby Hill Owner) incurred for the bona fide purpose of development, operation or construction of a Project;
(o)Debt of the Granite Creek Owner and Ruby Hill Owner incurred for the bona fide purpose of development, operation or construction of Granite Creek Project or Ruby Hill Project, provided that such Debt is subordinated to the Obligations, on terms and conditions satisfactory to the Buyers;
(p)Debt of the Lone Tree Owner incurred for the bona fide purpose of development, operation or construction of Buffalo Mountain; and
(q)any other Debt of the Project Entity permitted in writing by the Administrative Agent.
1.1.157"Permitted Encumbrances" means, in respect of any Project Property, any of the following:
(a)Encumbrances arising from court or arbitral proceedings or any judgment rendered, claim filed or registered related thereto, provided that the judgment or claim secured thereby are being contested in good faith by such Person, adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS, execution thereon has been stayed and continues to be stayed and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Project;
(b)good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such Encumbrances do not materially impair the operation of the business of any Project Entity or the Project;

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(c)Encumbrances made or incurred in the ordinary course of business to secure workers' compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, Order, and public and statutory obligations, or the discharge of Encumbrances or claims incidental to construction and mechanics', warehouseman's, carriers' and other similar liens or construction and mechanics' and other similar Encumbrances, provided such Encumbrances do not materially impair the operation of the business of any Project Entity or the Project (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Projects and that the amount of cash collateral subject to Encumbrances for surety bonding shall not exceed $[Redacted – commercially sensitive information] without the prior consent of the Buyers, not to be unreasonably withheld);
(d)any development or similar agreements concerning real property of such Person or any Project Entity or the Project entered into with a Governmental Body or public utility from time to time which do not and will not in the aggregate materially and adversely affect the Security or materially detract from the value of such property or materially impair its use in the operation of the business of such Person or any Project Entity or the Project, and which are not violated in any material respect;
(e)any Inchoate Lien;
(f)such minor defects as may be revealed by an up to date plan of survey of any property and any minor registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real property which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions do not in the aggregate materially detract from the value of the said properties or materially impair their use in the operation of the business of any Project Entity or the Project;
(g)security or deposits given to a public utility or any Governmental Body when required by such utility or Governmental Body pursuant to any Project Agreement, or in the ordinary course of business;
(h)the Security;
(i)the Encumbrances securing the obligations under the Stream Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement;
(j)Encumbrances securing Purchase Money Obligations and Capitalized Lease Obligations relating solely to the acquisition of mobile equipment necessary for the development, construction or operation of the Projects, provided that the aggregate of the Debt outstanding at any time in respect of the Purchase Money Obligations and Capitalized Lease Obligations referred to in this paragraph (j) shall not exceed $[Redacted – commercially sensitive information]; and provided that such Encumbrances extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and no recourse is available to any other Project Property;
(k)Encumbrances for Taxes, assessments or governmental charges or levies not at the time due or delinquent provided that the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Project;

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(l)Encumbrances and charges incidental to construction or current operations (including, without limitation, carrier's warehouseman's, mechanics', materialmen's and repairmen's liens) that have not at such time been filed pursuant to law or which relate to obligations not due or delinquent provided that the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(m)the right reserved to or vested in any Governmental Body by the terms of any lease, licence, franchise, grant or permit acquired by a Project Entity or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(n)the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Governmental Body, and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(o)in respect of any unpatented mining claim included in any Project the paramount title of the United States of America;
(p)Encumbrances on concentrates or minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing or refining arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and adequate reserves with respect thereto are maintained in accordance with IFRS and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of any Project Entity or any Projects;
(q)Encumbrances granted as credit support for Permitted Hedging Arrangements (other than with a Buyer or an Affiliate of a Buyer), subject to the execution of an intercreditor agreement by any hedge providers in form and substance satisfactory to the Administrative Agent, acting reasonably;
(r)the Royalties as they exist as of the Original Prepay Date, or as amended following the date hereof in accordance with this Agreement;
(s)the Encumbrances securing the obligations under the Milestone Payment Rights Agreement or the Contingent Value Rights Agreement, provided that such Encumbrances are subject to the Waterton Subordination Agreement;
(t)the Encumbrances under the Lone Tree Guarantee consisting solely of a customary assignment and postponement of intercompany claims;
(u)the Encumbrances securing Debt of the Project Entities (other than the Granite Creek Owner and Ruby Hill Owner) incurred for the bona fide purpose of development, operation or construction of a Project;

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(v) the Encumbrances securing Permitted Debt under clause (o) of such definition; or
(w)other Encumbrances agreed to in writing by the Buyers;
provided, however, that no Encumbrance described in paragraphs (a) through (e) above shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money.
1.1.158"Permitted Hedging Arrangements" means Hedging Arrangements of a Project Entity which have been entered into for bona fide business purposes, and not for speculative purposes, and pursuant to a hedging plan and policy as may be adopted by the Seller from time to time, provided that such hedging plan and policy is approved by the Administrative Agent, acting reasonably.
1.1.159"Permitted Restricted Payments" means:
(a)payments of the Seller under this Agreement, subject to the terms of the Intercreditor Agreement;
(b)payments of the Seller under the Stream Agreement, subject to the terms of the Intercreditor Agreement;
(c)payments of the Seller or the Lone Tree Owner under the Lone Tree Exchange Agreement, the Lone Tree Contingent Consideration Agreement or the Lone Tree Guarantee, provided that such payments are not made from proceeds of the Prepayment, the Stream Agreement or the Convertible Debt Agreements;
(d)payments of the Seller under the Convertible Debt Agreements;
(e)payments of the Seller under the Royalties;
(f)payments among Project Entities;
(g)regularly scheduled payments by a Project Entity in respect of Permitted Debt regarding Purchase Money Obligations and Capitalized Lease Obligations, Debt incurred for the bona fide purpose of development, operation or construction of a Project or Plant, Permitted Hedging Arrangements and other Permitted Debt permitted by the Administrative Agent respectively, subject to any subordination or intercreditor agreement, if applicable;
(h)the Waterton Payments subject to the Waterton Subordination Agreement; and
(i)required payments by the Owner in respect of Permitted Debt under clause (i) of such definition regarding reclamation obligations.
1.1.160"Person" means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.
1.1.161"Plants" means the processing facilities and related infrastructure at the Buffalo Mountain Project, and the Lone Tree Project.
1.1.162"Pledge Agreement" means an agreement pursuant to which the Seller Parties pledges its equity interests in, and intercompany debt of, any Seller Party in favour of the Collateral Agent.

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1.1.163"Premier Gold" means Premier Gold Mines USA, Inc., a corporation incorporated under the laws of Delaware, and its permitted successors and assigns.
1.1.164"Prepayment" has the meaning ascribed to such term in Section 2.1.2.
1.1.165"Prepayment Balance" means the amount of the outstanding Prepayment under this Agreement from time to time, which Prepayment Balance (i) was initially equal to the amount of the Original Prepayment on the Original Prepay First Amendment Date, (ii) shall be equal to the amount of the Prepayment on the 2023 Accordion Closing Date; and (iii) shall be adjusted from time to time in accordance with this Agreement.
1.1.166"Proceeds Accounts" means the US dollar bank account in the name of the Ruby Hill Owner maintained to be provided by the Seller to the Administrative Agent in writing, and the US dollar bank account in the name of the Granite Creek Owner numbered [Redacted – commercially sensitive information] maintained with [Redacted – commercially sensitive information].
1.1.167"Project Agreements" means all Contracts listed in Schedule 1.1.167 and all other Contracts of any Group Member relating to the ownership, lease or use of the Projects or the Project Property, the development and mining operations of the Projects, the sale or disposition of mineral production from the Projects, including sales, royalty, streaming and off-take agreements and other similar arrangements, and any option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, in respect of the Project Property, or the mineral production or proceeds therefrom, in each case, whether entered into prior to or after the date of this Agreement.
1.1.168"Project Authorizations" means all Authorizations and Other Rights (including environmental Authorizations) necessary for the development and mining operations of the Projects, and the ongoing operation of commercial production transactions.
1.1.169"Project Costs" in respect of a Project means all capital expenditures incurred by the applicable Project Entity on a consolidated basis for the purposes of developing the Project, included escalation, contingencies, initial working capital, Taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out in the Construction Budget, and as the same may be amended from time to time in accordance with the terms hereof.
1.1.170"Project Entity" means from time to time, the Seller, Premier Gold, Ruby Hill Owner, Granite Creek Owner, Lone Tree Owner and any other Person that is an Affiliate of a Group Member (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in the Project Property, other than any Person holding an interest in the Project Property solely through its interest in the Seller.
1.1.171"Project Property" means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Projects, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: the Project Real Property and Minerals; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Projects; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.

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1.1.172"Project Real Property" means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Projects (which as of the date hereof, are as set forth in Schedule 1.1.172), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. "Project Real Property" shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously. The Project Real Property is depicted on the maps attached at Schedule 1.1.172.
1.1.173"Project Schedule" for a Project means the project summary schedule for the construction of the Project as delivered to the Buyer on the Original Prepay Date, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
1.1.174"Projects" means (i) the Granite Creek Project; (ii) the Ruby Hill Project; and (iii) the Lone Tree Project.
1.1.175"Public Disclosure Documents" means, collectively, all of the documents which have been filed by or on behalf of the Seller with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Seller's SEDAR+ profile or the SEC's website at www.sec.gov.
1.1.176"Purchase Money Obligations" means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.
1.1.177"Purchasers" has the meaning ascribed to such term in the Stream Agreement.
1.1.178"Purchasers' Agent" has the meaning ascribed to such term in the Stream Agreement.
1.1.179"Quarterly Amortization Amount" means: [Redacted – commercially sensitive information], subject to adjustment pursuant to Section 2.6.
1.1.180"Quarterly Date" means March 31, June 30, September 30 and December 31 in each year.
1.1.181"Quarterly Gold Delivery" has the meaning ascribed to such term in Section 2.4.2, subject to adjustment pursuant to Section 2.6.
1.1.182"Quarterly Gold Quantity" means on each Quarterly Date the amount of ounces of Refined Gold outlined in Schedule 1.1.182 attached hereto; in each case, subject to adjustment pursuant to Section 2.6.
1.1.183"Quarterly Operations Report" means a written report in respect of each Project prepared by or on behalf of the Seller in relation to the immediately preceding Fiscal Quarter, which report shall include all material information pertaining to the development or operations of each Projects, including the following information for such Fiscal Quarter:

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(a)a review of the permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Project Schedule or the Mine Plan for each Project, as applicable;
(b)until the Completion Date for such Project:
(i)a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);
(ii)material variances of actual Project Costs from projected Project Costs in the Construction Budget;
(iii)the percentage completion of the major elements of construction compared to the Project Schedule; and
(iv)the anticipated Completion Date.
(c)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
The Quarterly Operations Report shall also contain a report on any Encumbrances placed on the Project Property securing amounts greater than $[Redacted – commercially sensitive information] in the aggregate, other than the Security.
1.1.184"Quarterly Production Report" means a written report prepared by or on behalf of the Seller in relation to a Fiscal Quarter with respect to each Project that contains, for such Fiscal Quarter:
(a)the estimated tonnes and estimated grade of Minerals mined during such Fiscal Quarter;
(b)the estimated tonnes and estimated grade of Minerals stockpiled during such Fiscal Quarter (and the total stockpile at the end of such month);
(c)the estimated tonnes and estimated grade of Minerals processed during such Fiscal Quarter and recoveries for gold, silver, and other types of marketable minerals;
(d)the number of ounces of gold sold to an offtaker or otherwise outturned by any applicable refinery during such Fiscal Quarter; and
(e)the estimated number of ounces of gold contained in Minerals processed as of the end of such month that have not yet been delivered to an offtaker or otherwise outturned by an applicable refinery.
1.1.185"Real Property" means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Project Entity and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body (which, as of the date hereof, to the extent not constituting Project Real Property, are as set forth in Schedule 1.1.185).

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1.1.186"Refined Gold" means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and otherwise conforming to the London Bullion Market Association specifications for good delivery.
1.1.187"Related Party" means, with respect to any Person (the "first named Person"), any Person that does not deal at arm's length with the first named Person or is an Associate of the first named Person and, in the case of any Group Member, includes: any director, officer, employee or Associate of the Seller or any of its Affiliates; any Person that does not deal at arm's length with the Seller or any of its Affiliates; and any Person that does not deal at arm's length with, or is an Associate of, a director, officer, employee or Associate of the Seller or any of its Affiliates.
1.1.188"Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata.
1.1.189"Restricted Payment" means, any payment by such Person to any other Person  of any dividends or any other distribution on any shares of its capital or other equity interests, on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares, of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment, pari passu with or subordinate to the Obligations, or of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of the applicable Group Member in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the business of a Project Entity incurred by such individual in accordance with the policies in effect governing such reimbursements.
1.1.190"Royalties" means the royalties set forth on Schedule 1.1.190.
1.1.191"Ruby Hill Acquired Entity" means the Ruby Hill Owner.
1.1.192"Ruby Hill Acquired Entity Financial Statements" means unaudited financial statements for Ruby Hill Owner as at and for each of the fiscal years ended on December 31, 2020 and 2019, including the notes thereto and the unaudited balance sheet and statement of cash flows of Ruby Hill Owner as at and for the three-month period ended March 31, 2021, which form part of the Public Disclosure Documents.
1.1.193"Ruby Hill Acquisition" means the indirect acquisition by the Seller of the Ruby Hill Project through the acquisition of, directly or indirectly, all of the outstanding membership interest of the Ruby Hill Acquired Entity pursuant to the Ruby Hill Acquisition Agreement.
1.1.194"Ruby Hill Acquisition Agreement" means the membership interest purchase agreement dated as of September 3, 2021 among Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC and Premier Gold and the Seller.
1.1.195"Ruby Hill Owner" means Ruby Hill Mining Company, LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.
1.1.196"Ruby Hill Project" means the Ruby Hill mine in Eureka County, Nevada as described in the Ruby Hill Technical Report.

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1.1.197"Ruby Hill Project Property" means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Ruby Hill Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: the Ruby Hill Project Real Property and Minerals; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Ruby Hill Project; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.
1.1.198"Ruby Hill Project Real Property" means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Ruby Hill Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. "Ruby Hill Project Real Property" shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
1.1.199"Ruby Hill Technical Report" means the report titled "NI 43-101 Report on 2021 Ruby Hill Mineral Resource Estimate, Eureka Country [sic], Nevada, USA" dated October 22, 2021 with an effective date of July 31, 2021 prepared for the Ruby Hill Owner by Wood Canada Limited.
1.1.200"Sale-Leaseback" means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person ("X") to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.
1.1.201"Sanctioned Entity" means a country or a government of a country, an agency of the government of a country, an organization directly or indirectly controlled by a country or its government, or a Person resident in or determined to be resident in a country, in each case, that is subject to a country Sanctions program administered and enforced by OFAC or by any Canadian Governmental Body.
1.1.202"Sanctioned Person" means any Person listed in any sanctions-related list of designated Persons maintained by any Canadian Governmental Body, or a Person named on the list of Specially Designated Nationals maintained by OFAC.
1.1.203"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or any Canadian Governmental Body.
1.1.204"SEC" means the U.S Securities and Exchange Commission.
1.1.205"Securities Laws" means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the TSX and any other stock exchange on which securities of the Seller are traded.

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1.1.206"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in each of the provinces and territories of Canada in which the Seller is a reporting issuer, the United States and in any other jurisdictions whose Securities Laws are applicable to the Seller.
1.1.207"Security" means the Encumbrances granted in favour of the Collateral Agent pursuant to the Security Documents.
1.1.208"Security Agreement" means an agreement governed by Ontario law pursuant to which the Seller grants a security interest to the Collateral Agent in all of its presently held and future acquired Collateral.
1.1.209"Security Documents" means any Guarantees in favour of the Collateral Agent in respect of the Obligations, the General Security Agreements, the Security Agreement, the Pledge Agreements, the Nevada Security Documents and any other security documents held from time to time by the Collateral Agent securing or intended to secure payment and performance of the Obligations, including the security described in Section 5.1.
1.1.210"SEDAR" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.
1.1.211"Seller" means i-80 Gold Corp., a corporation incorporated under the laws of British Columbia, and its permitted successors and assigns.
1.1.212 "Seller Collateral" means (a) any and all marketable metal bearing material owned or held by Seller, in whatever form or state, that was mined, produced, extracted or otherwise recovered from the Ruby Hill Project Real Property and the Granite Creek Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of minerals, including doré and refined gold and silver and any proceeds thereof, (b) any debts, liabilities or obligations owing by a Seller Party to the Seller, and (c) all shares from time to time issued by a Guarantor and held by Seller.
1.1.213"Seller Parties" means the Seller and the Guarantors, and "Seller Party" means any one of them.
1.1.214"Stream Agreement" means the purchase and sale agreement (silver) dated December 13, 2021 between the Seller, as seller, Purchasers' Agent and the Purchasers, providing for the purchase and sale of refined silver referenced to production from the Projects.
1.1.215"Stream Collateral Agent" means OMF Fund III (Hg) Ltd., in its capacity as stream collateral agent for the Purchasers under the Stream Agreement, as appointed pursuant to the Intercreditor Agreement, or any successor Stream Collateral Agent appointed thereunder.
1.1.216"Subordinated Intercompany Debt" means any debts, liabilities or obligations owing by the Seller Party to any other Group Member, on any account and in any capacity, subordinated in accordance with the provisions of the Subordination and Postponement of Claims.
1.1.217"Subordination and Postponement of Claims" means a subordination and postponement of claims in favour of the Administrative Agent in respect of Debt of a Seller Party owing to another Seller Party pursuant to which, among other things, the holder of such Debt agrees that such Debt will be subordinated and postponed to the Obligations and that no interest or principal in respect of such Subordinated Intercompany Debt shall be payable other than Permitted Restricted Payments, no Encumbrances have been or will be taken by such holder of such Debt, and no remedies will be exercised by such holder of such Debt, in each case while any Obligations remain outstanding, and which shall otherwise be in form and substance satisfactory to the Collateral Agent, acting reasonably.

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1.1.218"Subscription Agreements" means, collectively, the 2021 Subscription Agreement and the 2023 Subscription Agreement.
1.1.219"Subsidiary" means, with respect to any Person, any other Person which is Controlled directly or indirectly by that Person, and "Subsidiaries" means all of such other Persons.
1.1.220"Tax Returns" means all returns, declarations, reports, estimates, information returns, and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.
1.1.221"Taxes" means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto, and "Tax" shall have a corresponding meaning.
1.1.222"Technical Committee" means a committee as set out in Section 7.1.
1.1.223"Technical Reports" means the McCoy-Cove Technical Report, the Granite Creek Technical Report and the Ruby Hill Technical Report.
1.1.224"Termination Amount" means, with respect to any Buyer Hedge Arrangement, any Close-out Amount, Early Termination Amount (as those terms are defined under the ISDA Master Agreement, as applicable) or equivalent amount under such other governing hedge agreement payable by the Buyer upon the termination of its Buyer Hedge Arrangement by reason of the occurrence of an Event of Default and the exercise by the Buyer of its rights under Section 9.2.1(b).
1.1.225"Time of Delivery" has the meaning ascribed to such term in Section 3.5.3.
1.1.226"TSX" means the Toronto Stock Exchange.
1.1.227"USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.
1.1.228"Warrant Certificates" means, collectively, the 2021 Warrant Certificate and the 2023 Warrant Certificate.
1.1.229"Warrants" means, collectively, the 2021 Warrants and the 2023 Warrants.
1.1.230"Waterton Payments" means all payments and any other obligations owing from time to time, including prepayments, pursuant to the Milestone Payment Rights Agreement or the Contingent Value Rights Agreement.
1.1.231"Waterton Subordination Agreement" means the subordination agreement(s) to be entered into between, among others, Waterton Nevada Splitter, LLC, Waterton Nevada Splitter, LLC II, the Administrative Agent and the Seller, in form and substance satisfactory to the Administrative Agent, and including any corresponding subordination agreement entered into by any assignee or transferee of any of the Waterton Payments.

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1.2Certain Rules of Interpretation
1.2.1In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:
(a)the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular Article, Section, Schedule, or other portion hereof or thereof;
(b)references to a "paragraph", "Section" or "Article" followed by a number or letter refer to the specified paragraph, Section or Article of this Agreement;
(c)the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(d)words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;
(e)the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation";
(f)the terms "party" and "the parties" refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or its successors or permitted assigns;
(g)references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement;
(h)references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to; and
(i)except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first Business Day after such day.
1.3Currency and Manner of Payment.
Any reference in this Agreement to currency or to "$", unless otherwise expressly indicated, shall be to the lawful currency of the United States of America. Any amounts to be advanced, paid, prepaid, or repaid in cash shall be made in United States dollars. All payments made by the Parties to each other under this Agreement in cash shall be made in such currency in immediately available funds by means of electronic transfer to the account designated by the recipient Party in writing from time to time. Any change to a Party's designated account information under this Agreement shall only be effective if designated in writing and confirmed verbally by a representative from each of the Administrative Agent and the Seller, with these representatives being familiar with each other.

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1.4Ounces of Refined Gold
Any reference in this Agreement to ounces of Refined Gold shall be to troy ounces (one troy ounce being equal to 31.1034768 grams).
1.5Time of Essence.
Time shall be of the essence of this Agreement.
1.6Knowledge.
Where any representation or warranty contained in this Agreement is expressly qualified by reference to the "knowledge" of the Seller, it shall be deemed to refer to the actual knowledge of any officer, director or member of management of the Seller and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.
1.7Paramountcy.
1.7.1If there is any inconsistency between the terms of this Agreement and the other Gold Prepay Facility Documents (other than the Intercreditor Agreement), the provisions hereof shall prevail to the extent of the inconsistency.
1.7.2In the event of any conflict or inconsistency between the provisions of this agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail and be paramount. If any covenant, representation, warranty or event of default contained in any other Gold Prepay Facility Document is in conflict with or is inconsistent with a provision of this agreement relating to the same specific matter, such covenant, representation, warranty or event of default shall be deemed to be amended to the extent necessary to ensure that it is not in conflict with or inconsistent with the provision of this agreement relating to the same specific matter.
1.8Interest Act.
For the purposes of the Interest Act (Canada) and disclosure under such statute, whenever interest to be paid under this Agreement or any other Gold Prepay Facility Document is to be calculated on the basis of a year of three-hundred sixty (360) days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by three-hundred sixty (360) or such other period of time, as the case may be.
1.9No Subordination.
The use of the term "Permitted Encumbrances" to describe any interests and Encumbrances permitted hereunder shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security, as determined by Applicable Law), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security.

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1.10Schedules, etc.
The following are the schedule(s) attached to this Agreement:
Schedule A
 — Buyer Prepayment Commitments
Schedule 1.1.47
 — Form of Completion Certificate
Schedule 1.1.49
 — Form of Compliance Certificate
Schedule 1.1.119
 — Material Contracts
Schedule 1.1.120
 — Material Project Agreements
Schedule 1.1.121
 — Material Project Authorizations
Schedule 1.1.129
 — Monthly Operations Report
Schedule 1.1.167
 — Project Agreements
Schedule 1.1.172
 — Project Real Property
Schedule 1.1.185
 — Other Real Property
Schedule 1.1.190
 — Royalties
Schedule 4.1.1
 — Organization and Powers
Schedule 4.1.2
 — Authorization; No Conflict
Schedule 4.1.4
 — Consents
Schedule 4.1.5
 — Corporate Structure; Subsidiaries; Other Ventures
Schedule 4.1.6
 — Principal Place of Business and Other Locations
Schedule 4.1.12
 — Maintenance of Project Property
Schedule 4.1.17
 — Bank Accounts
Schedule 4.1.21
 — Environmental Compliance
Schedule 4.1.22
 — Community Matters
Schedule 4.1.23
 — Employee and Labour Matters
Schedule 4.1.26.6
 — Audits
Schedule 4.1.26.8
 — Taxes
Schedule 4.1.29.3
 — Off-Balance Sheet Transaction
Schedule 4.1.31
 — Related Party Transactions
Schedule 4.1.33
 — Litigation
Schedule 4.1.37.3
 — Public Disclosure Documents


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Article 2
GOLD PREPAYMENT AND DELIVERY
2.1Gold Prepayment.
2.1.1On the Original Prepay First Amendment Date, the Buyers made available to the Seller the aggregate amount of $45,000,000 (the "Original Prepayment") as a prepayment on account of the future delivery by the Seller of the Original Aggregate Gold Quantity to the Buyers in accordance with the Original Prepay Agreement.
2.1.2The Buyers, in reliance on each of the representations, warranties and covenants set out herein, and upon and subject to the provisions of this Agreement, including without limitation, the satisfaction of the conditions set out in Article 8, hereby agree to make available to the Seller an additional aggregate amount of $20,000,000 (the "2023 Accordion Prepayment"; together with the Original Prepayment, the "Prepayment") as a prepayment on account of the future delivery by the Seller of the Aggregate Gold Quantity to the Buyers in accordance with this Agreement.
2.2Availment.
2.2.1The Original Prepayment was made available to the Seller in a single payment on the Original Prepay First Amendment Date.
2.2.2The 2023 Accordion Prepayment will be available to the Seller, upon its request, in a single payment on the 2023 Accordion Closing Date.
2.3Use of Proceeds.
2.3.1The Seller shall use the Original Prepayment to fund the development, expansion and working capital requirements of the Projects (for greater certainty including outstanding contingent consideration payments in respect of the Granite Creek Project and the Ruby Hill Project).
2.3.2The Seller may use the 2023 Accordion Prepayment to support the development, expansion and working capital, exploration, and capital expenditure requirements of the Group Members' portfolio of precious metals and poly-metallic assets, including but not limited to the Projects and their respective deposits, FAD, Lone Tree Project, the Buffalo Mountain Project and the McCoy-Cove Project (for greater certainty including outstanding Waterton Payments1).
2.4Delivery of Aggregate Gold Quantity.
2.4.1In consideration for the payment of the Original Prepayment (and the 2023 Accordion Prepayment, if any) to the Seller, the Seller shall, subject to Section 9.2, deliver the Aggregate Gold Quantity to the Buyers in accordance with Sections 2.4 and 3.5.
2.4.2Commencing on March 31, 2022 and on each Quarterly Date thereafter, subject to Section 2.4.8, the Seller shall deliver the Quarterly Gold Quantity to the Buyers in respect of the then outstanding Prepayment Balance (each such delivery, a "Quarterly Gold Delivery"), together with payment in cash of any fees and expenses then due and owing to the Buyers hereunder. Upon the completion of each Quarterly Gold Delivery, the Prepayment Balance shall be reduced by the Quarterly Amortization Amount. On the Original Final Delivery Date any portion of the Original Aggregate Gold Quantity that has not been delivered to the Buyers in accordance with the terms hereof shall be due and

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1 Bennett note to Torys: revision here is to capture outstanding milestone payment at Ruby Hill (which is not "contingent") deliverable to the Buyers on the Original Final Delivery Date in accordance with Section 3.5, together with payment in cash of any other amounts due and owing to the Buyers hereunder. On the Final Delivery Date, any portion of the 2023 Accordion Aggregate Gold Quantity that has not been delivered to the Buyers in accordance with the terms hereof shall be due and deliverable to the Buyers on the Final Delivery Date in accordance with Section 3.5, together with payment in cash of any other amounts due and owing to the Buyers hereunder.
2.4.3In the event that any Net Insurance Proceeds in a Fiscal Year have not been applied to repair and replace property as set forth in Section 3.11 within the time period specified therein, such Net Insurance Proceeds will be applied to repay all or a portion of the Prepayment Balance in accordance with Section 2.4.7.
2.4.4In the event that any Seller Party receives any liquidated damages for any reason under any Material Contract, it will apply the amounts received to repay all or a portion of the Prepayment Balance in accordance with Section 2.4.7.
2.4.5In the event that any Seller Party receives any Buydown Amounts or any other amounts paid to such Person on the termination of a Material Contract, it will apply the amounts received to repay all or a portion of the Prepayment Balance in accordance with Section 2.4.7.
2.4.6In the event that any Seller Party disposes of property other than a Permitted Asset Disposition, it will apply the amounts received to repay all or a portion of the Prepayment Balance in accordance with Section 2.4.7.
2.4.7Upon the occurrence of any of the events specified in Sections 2.4.3, 2.4.4, 2.4.5 or 2.4.6, the applicable Seller Party shall cause the applicable amount set forth in such Section (the "Mandatory Repayment Amount") to be repaid in respect of the Prepayment Balance then outstanding as follows:
(a)the Seller or applicable Seller Party shall pay the Mandatory Repayment Amount to the Buyers in cash and the Prepayment Balance shall be reduced by the amount of such payment;
(b)upon such payment being made, subject to Section 2.4.8, the Seller shall be deemed to have delivered to the Buyers an amount of Refined Gold (the "Mandatory Repayment Quantity") equal to the Quarterly Gold Quantity multiplied by a fraction, the numerator of which is the Mandatory Repayment Amount, and the denominator of which is the Quarterly Amortization Amount; and
(c)the Mandatory Repayment Quantity will be applied against the Seller's Quarterly Gold Delivery obligations in inverse order of maturity such that Quarterly Gold Deliveries will continue on each Quarterly Date following delivery of the Mandatory Repayment Quantity as contemplated by Section 2.4.2 until the Aggregate Gold Quantity has been delivered to the Buyers hereunder.
2.4.8The Seller may, at any time prior to the Final Delivery Date and at its sole option, satisfy its obligation to deliver to the Buyers the remaining Aggregate Gold Quantity outstanding by delivering to the Buyers:
(a)all, but not less than all, of that number of ounces of Refined Gold (the "Early Delivery Quantity") equal to the greater of:
(i)the portion of the Aggregate Gold Quantity remaining outstanding; and

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(ii)the Prepayment Balance divided by the Gold Price, in each case, as of and on the trading day immediately preceding the applicable Date of Delivery; and
(b)cash in an amount equal to any fees and expenses then due and owing to the Buyers hereunder.
Any such delivery shall only be made on a Business Day and shall only be effected on at least ninety (90) days' notice in writing to the Administrative Agent, which notice, once given, shall be irrevocable and binding upon the Seller.
2.4.9Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Seller be required to deliver more Refined Gold to the Buyers under this Agreement than the Aggregate Gold Quantity, other than as a result of Section 2.4.8(a). Upon delivery of the Aggregate Gold Quantity (or the Early Delivery Quantity in the case the Seller exercises its option under Section 2.4.8) to the Buyers hereunder, the Prepayment Balance shall be reduced to nil.
2.5Arrangement Fee
The Seller shall pay the Arrangement Fee, such payment to be deducted by the Buyers from the 2023 Prepayment Amount made available by the Buyers on the 2023 Accordion Closing Date.
2.6Accordion– Increase to Prepayment
2.6.1Upon a positive construction decision by the Board for both (a) the Plant at the Lone Tree Project, and (b) any two of the following: the Ruby Hill underground development (including ruby deep and/or blackjack deposits), the Granite Creek open pit development, or the McCoy-Cove Project, in all cases based on a feasibility study prepared by a recognized engineering firm which study is in form and substance satisfactory to the Buyers, acting reasonably, the Seller may, by delivering a written request therefor (an "Increase Request") to the Administrative Agent, request an increase in the Prepayment (the "Increase") by an additional amount not exceeding $50,000,000 in aggregate for all Increases. Any Increase Request shall be delivered at least forty-five (45) days, but not more than ninety (90) days, before the proposed funding date of the requested Increase (the "Increase Funding Date"), and shall specify the requested amount of such Increase, the requested Increase Funding Date and certify that no Default or Event of Default has occurred and is continuing or would occur as a result of the Increase and the representations and warranties contained herein and the other Gold Prepay Facility Documents remain true and correct after giving effect to such Increase. In addition, the Increase Request shall include (i) an amendment to the Waterton Subordination Agreement permitting the increase in the Obligations under this Agreement, in form and substance satisfactory to the Buyers, (ii) the proposed increase in the Aggregate Gold Quantity, and (iii) a proposed quarterly delivery and quarterly amortization schedule (the "Increase Delivery Schedule") adjusting the amounts of the Quarterly Gold Delivery and the Quarterly Gold Quantity, which Increase Delivery Schedule will, from the Increase Funding Date to the Original Final Delivery Date, provide the Buyers with an internal rate of return on such Increase of [Redacted – commercially sensitive information]% based on consensus gold prices at the time of the Increase Request.
2.6.2Upon its confirmation of the satisfaction of the foregoing conditions and any other conditions required by the Administrative Agent (including entering into an amending agreement to this Agreement), and subject to the approval of each Buyer of the Increase Delivery Schedule, each Buyer shall provide its Applicable Percentage of the requested Increase and the Administrative Agent will prepare and deliver to the Seller and each Buyer a new Schedule A, setting forth the Commitments of the Buyers following the Increase. Such new Schedule A, and the revised Commitments of the Buyers set forth therein, will become effective the next Business Day following delivery by the Administrative Agent thereof to the Seller.

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2.6.3Draws in respect of any Increase:
(a)must be used solely for the purposes of the development of the Plant at the Lone Tree Project and the Projects;
(b)shall constitute part of the Prepayment, and shall be added to the amount of the Prepayment Balance; and
(c)shall otherwise be subject to all other terms and conditions hereof, including but not limited to the conditions precedent to drawdown.
Article 3
OTHER PROVISIONS RELATING TO THE GOLD PREPAYMENT AND DELIVERY
3.1Purchase and Sale Transaction.
The Seller and Buyers intend that the transactions under this Agreement constitute a purchase and sale transaction, and not an obligation for borrowed money or royalty obligation. The Seller and Buyers shall characterize the transactions under this Agreement as the purchase and sale of gold for all purposes, including filings, communications and other representations made with or to any authority for Tax, accounting or financial reporting purposes, and shall work together with the mutual objective of ensuring that the transactions under this Agreement are treated as purchase and sale transactions, and are not considered an obligation for borrowed money or royalty obligation.
3.2Several Obligations.
Each Buyer is severally liable for its Applicable Percentage of the Prepayment and the Buyers are not jointly liable or jointly and severally liable. No Buyer shall be obligated to fund its portion of the Prepayment unless it is reasonably confident that the other Buyers will fund their respective portions of the Prepayment.
3.3Application of Deliveries and Payments.
3.3.1All deliveries and payments hereunder shall be made to the Buyers pro rata according to their Applicable Percentage.
3.3.2Any amounts repaid pursuant to Section 2.4 shall not be added back to the Prepayment, and the Buyers' Commitments in respect thereof shall be cancelled.
3.4Cash Payments.
All cash payments required to be made pursuant to this Agreement shall be made by the Seller to the Buyers by way of deposit by or on behalf of the Seller to the account specified therefor by the Buyers to the Seller from time to time no later than 1:00 p.m. (New York City time) on the due date thereof. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the applicable Buyer otherwise agrees in writing.
3.5Procedure for Deliveries of Refined Gold.

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3.5.1Each delivery of Refined Gold to the Buyers hereunder shall be made by delivering to each Buyer an amount of Refined Gold equal to such Buyer's Applicable Percentage of the total number of ounces to be delivered to the Buyers in such delivery, free and clear of all Encumbrances. Each delivery of Refined Gold to the Buyers hereunder shall be made no later than noon (London time) on the due date thereof. Any deliveries received after such time shall be considered for all purposes (other than Sections 3.5.3 and 3.5.4) as having been made on the next Business Day unless the applicable Buyer otherwise agrees in writing. Each delivery of Refined Gold to the Buyers hereunder shall be made unconditionally in full. All costs and expenses pertaining to each delivery of Refined Gold to the Buyers shall be borne by the Seller. For greater certainty, subject to the provisions of Section 3.6, the Buyers shall not be responsible for any refining, treatment or other charges, penalties, insurance, deductions, transportation, settlement, financing, price participation charges or other charges, penalties, deductions, set-offs, Taxes or expenses pertaining to and/or in respect of the delivery to them of Refined Gold delivered to them hereunder, all of which shall be for the account of the Seller.
3.5.2The Refined Gold delivered by the Seller to the Buyers pursuant to this Agreement need not come from gold physically produced by the Seller or its Affiliates at the Projects or any other mining project, provided that the Seller shall not deliver to the Buyers any Refined Gold that has been directly or indirectly purchased on a commodity exchange. The Refined Gold to be delivered by the Seller to the Buyers pursuant to this Agreement shall conform in all respects with the London Bullion Market Association specifications for good delivery, and the Buyers shall not be required to accept delivery of any Refined Gold that does not meet such specifications. If the London Bullion Market Association ceases to exist or ceases to publish rules for the good delivery of gold or such rules should no longer be internationally recognized as the basis for good delivery of gold, the Administrative Agent may designate, for purposes of this Agreement, a new basis for determining good delivery of Refined Gold. Until the Administrative Agent makes such designation, deliveries of Refined Gold by the Seller to the Buyers under this Agreement shall conform to the last set of rules for good delivery in effect under this Agreement immediately prior to the time such rules ceased to be published or recognized.
3.5.3The applicable amount of Refined Gold shall be delivered to each of the Buyers by way of credit (in metal) to the respective metal account or accounts in London designated by the Buyers pursuant to Section 3.5.6. Delivery by the Seller of the applicable amount of Refined Gold to the Buyers shall be deemed to have been made at the time and on the date Refined Gold is credited to the designated metal accounts of the Buyers (the "Time of Delivery" on the "Date of Delivery"). Title to, and risk of loss of, Refined Gold shall pass from the Seller to the applicable Buyer at the Time of Delivery. The Seller hereby represents and warrants to and covenants with the Buyers that, immediately prior to the Time of Delivery the Seller will be the sole legal and beneficial owner of the Refined Gold credited to a metal account of a Buyer, the Seller will have good, valid and marketable title to such Refined Gold, and  such Refined Gold will be free and clear of all Encumbrances (other than the Security or Permitted Encumbrances specified in paragraph (i) of that definition).
3.5.4On each Date of Delivery, the Seller shall deliver a statement to each Buyer by email (at the email addresses specified by the Buyers from time to time) that shall include:  the number of ounces of Refined Gold delivered to such Buyer and the total number of ounces of Refined Gold delivered to all Buyers pursuant to the applicable delivery, together with a calculation of any adjustments made pursuant to this Agreement; the Date of Delivery and Time of Delivery; the amount of the reduction in the Prepayment Balance in accordance with this Agreement as a result of such delivery; a cumulative schedule showing in tabular form, the date of each delivery of Refined Gold under this Agreement, the number of ounces of Refined Gold delivered and the resulting Prepayment Balance and outstanding Aggregate Gold Quantity following such delivery; and such other information as may be reasonably requested by the Buyers to allow the Administrative Agent and Buyers to verify all aspects of the deliveries of Refined Gold under this Agreement and the amount of the Prepayment Balance.
3.5.5Notwithstanding any other provision in this Agreement to the contrary, a Buyer may assign or transfer, in whole or in part, its right to receive any one or more deliveries of Refined Gold hereunder, to any Person. Any such assignment or transfer shall become effective when the Seller and the Administrative Agent have been notified thereof by such Buyer. Upon such notification being given, the Seller Parties shall cooperate fully with such Buyer and such assignee or transferee in making the necessary arrangements to make deliveries of Refined Gold to such assignee or transferee and otherwise giving effect to such assignment or transfer.

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3.5.6Each Buyer shall designate a metal account or accounts in London for the purpose of receiving deliveries of Refined Gold from the Seller hereunder. The designation shall be made by electronic communication to the Seller, which designation shall be effective until changed by the relevant Buyer. Any such change shall be made at least ten (10) Business Days prior to a delivery of Refined Gold in order to be effective for such deliver.
3.6Payments – No Deduction.
3.6.1All deliveries of Refined Gold and all payments and transfers of property of any kind made in respect of this Agreement or any other Gold Prepay Facility Document (each such amount, a "Payment") shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any Taxes, other than Excluded Taxes, except to the extent otherwise required by Applicable Law.
3.6.2If the payor of any Payment (the "Payor") is required by Applicable Law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any Payment (any such Tax withheld by the Payor, an "Indemnified Withholding Tax") to a Buyer, then the amount otherwise payable to such Buyer shall be increased by such amount ("Additional Amounts") as may be necessary so that after making all required deductions or withholdings such Buyer receives an amount equal to the sum it would have received if no deduction or withholding had been made from such Payment, and the Payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law.
3.6.3If a Buyer becomes liable for any Tax on any Payment, other than (i) any Excluded Taxes or (ii) any Indemnified Withholding Tax in respect of which the Buyer has received Additional Amounts in accordance with Section 3.6.2 (any such other Tax, an "Indemnified Other Tax"), then the Payor shall indemnify such Buyer for such Tax, and the indemnity payment shall be increased as may necessary so that after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Buyer shall receive the full amount of Taxes for which it is liable, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such Indemnified Other Tax delivered to the Payor by such Buyer shall be conclusive absent manifest error.
3.6.4If requested by the Seller, the Buyer shall use reasonable commercial efforts to dispute the imposition or assertion by the relevant Governmental Body of any Indemnified Taxes, all at the Seller's expense; provided, however, that the Buyer may refuse to do so if doing so would have an adverse impact on it (including by disputing the imposition or assertion of such Taxes if there is no reasonable basis to do so), as determined by the Buyer, acting reasonably. In the event that the Buyer proceeds with disputing the imposition or assertion of such Taxes, the Buyer will have carriage of such dispute and any related communications and proceedings, provided that Buyer shall (i) timely keep the Seller informed of any material developments relating to the dispute and proceedings, (ii) timely provide the Seller with copies of any written correspondence with the relevant Governmental Body relating to the dispute or proceedings, (iii) give due consideration to any suggestions by the Seller relating to the conduct of the dispute or proceedings, and (iv) not settle, compromise or otherwise resolve such dispute without the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding clause (iv) of the immediately foregoing sentence, the Buyer shall be entitled to discontinue such dispute at any time that it determines, acting reasonably, that the continuation of such dispute would have an adverse impact on it. In no event shall the Buyer have any liability whatsoever to the Seller for any decision by it to commence, settle, compromise, resolve or discontinue such dispute, the manner in which the Buyer carries out such dispute or the results thereof.

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3.6.5If a Buyer receives a refund of any Indemnified Taxes, or the Buyer, acting reasonably, determines that, because of the payment of such Indemnified Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 3.6 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of such Buyer, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The Payor, upon the request of a Buyer, agrees to repay the amount paid over to the Payor to such Buyer, without interest, if such Buyer is required to repay such refund or reduction to such Governmental Body. This paragraph shall not be construed to require a Buyer to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Seller or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.
3.6.6Any Buyer that is entitled to an exemption from or reduction of Taxes under the law of the jurisdiction in which the Seller or any Payor is resident for tax purposes, any treaty to which such jurisdiction is a party, or otherwise, with respect to any payments made in respect of this Agreement shall, at the request of the Seller, deliver to the Seller (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Seller or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) or as reasonably requested by the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding Taxes. In addition, any Buyer, if requested by the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Seller or the Administrative Agent as will enable the Seller or the Administrative Agent to determine whether or not such Buyer is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Buyer shall be required to deliver any documentation pursuant to this Section 3.6.6 that such Buyer is not legally able to deliver.
3.6.7Following the execution and delivery of this Agreement, each of the parties hereto will co-operate reasonably with the other parties hereto in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate the reduction of the Seller's or any other Group Member's obligations to pay any Additional Amounts or Indemnified Other Taxes pursuant to this Section 3.6 or for any other reasonable tax planning purpose of any party, provided that such adjustments have no material adverse impact on the non-proposing party and that the costs of such adjustments shall be paid for by the proposing party. For greater certainty, if, as a result of a change in Applicable Law or in the interpretation of any Applicable Law by a relevant Governmental Body (a "Change in Law"), the Seller or any other Group Member is required to pay any Indemnified Taxes pursuant to this Section 3.6 which are materially in excess of the Indemnified Taxes which would have been paid to a Buyer prior to the Change in Law, the parties agree that, upon the request of the Seller, the parties shall negotiate in good faith to implement any proposed adjustments to the structure or terms of this Agreement and any other relevant agreement between the Parties so that the Seller is no longer materially and adversely affected by such Change in Law; provided that, notwithstanding anything in this Agreement to the contrary, no party shall be obligated to execute any such amendment if doing so would have an adverse impact on such party, as determined by such party in its sole and absolute discretion acting reasonably.
3.7Illegality.
If any Applicable Law comes into force after the Original Prepay Date, or if any change in any existing Applicable Law or in the interpretation or application thereof by any court or Governmental Body now or hereafter makes it unlawful for a Buyer to have advanced or acquired an interest in the Prepayment or to give effect to its obligations in respect thereof, such Buyer may, by written notice thereof to the Seller, declare its obligations under this Agreement to be terminated, and the Seller shall pay to such Buyer, within the time required by such law, such Buyer's Applicable Percentage of the Prepayment Balance and any other amounts owing under this Agreement as may be applicable to the date of such payment.

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If any such event shall, in the opinion of such Buyer, only affect part of its obligations under this Agreement, the remainder of this Agreement shall be unaffected, and the obligations of the Seller Parties under the Gold Prepay Facility Documents shall continue. Each Buyer agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the judgment of such Buyer, acting reasonably, otherwise be materially disadvantageous to such Buyer.
3.8Change in Circumstances.
3.8.1If the introduction of or any change in any Applicable Law relating to a Buyer or any change in the interpretation or application thereof by any Governmental Body or compliance by a Buyer with any request or direction of any Governmental Body:
(a)subjects such Buyer or causes the withdrawal or termination of a previously granted exemption with respect to any Taxes or changes the basis of taxation of payments due to the Buyer or increases any existing Taxes on payments of amounts owing to such Buyer (other than Excluded Taxes);
(b)imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, such Buyer;
(c)imposes on such Buyer or requires there to be maintained by such Buyer any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects such Buyer's allocation of capital resources to its obligations) in respect of such Buyer's obligations hereunder; or
(d)imposes on such Buyer any other condition or requirement with respect to this Agreement (other than Excluded Taxes);
and such occurrence has the effect of:
(e)increasing the cost to such Buyer of agreeing to make or making, maintaining or funding the Prepayment, the Prepayment Balance or any portion thereof;
(f)reducing the amount of the Obligations owing to such Buyer;
(g)directly or indirectly reducing the effective return to such Buyer under this Agreement or on its overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a higher rate of income tax being imposed on such Buyer's overall income); or
(h)causing such Buyer to make any payment or to forego any fees or other return on or calculated by reference to any sum received or receivable by such Buyer hereunder;

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then such Buyer shall also provide a notice to the Seller with sufficient particulars (including, for greater certainty, the details of calculations relevant thereto), the facts relevant to the application of this Section 3.8, and, absent manifest error in such notice, the Seller shall promptly upon demand by such Buyer pay or cause to be paid to such Buyer such additional amounts as shall be sufficient to fully indemnify such Buyer for such additional cost, reduction, payment, foregone return provided that the Seller shall not be required to pay such additional amounts unless such additional amounts are being demanded by such Buyer as a general practice from its Sellers similarly obligated. Such Buyer shall provide to the Seller a certificate in respect of the foregoing which incorporates reasonable supporting evidence thereof and any such certificate will be prima facie evidence thereof except for manifest error.
3.8.2For purposes of the foregoing, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and all requests, rules, regulations, guidelines or directives whether concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed a "change in Applicable Law" regardless of the date enacted, adopted, applied or issued.
3.9Payment of Costs and Expenses.
3.9.13.9.1    The Seller shall pay to the Administrative Agent and the Buyers all reasonable and documented out of pocket due diligence expenses, including but not limited to documented legal and mining consultants' costs incurred by the Administrative Agent and the Buyers on or prior to the date of this Agreement, including all reasonable and documented out of pocket costs associated with the drafting of this Agreement.
3.9.23.9.2 The Seller shall pay to the Administrative Agent and the Buyers on demand all reasonable and documented costs and expenses of the Administrative Agent and the Buyers and their agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) in connection with this Agreement and the other Gold Prepay Facility Documents incurred after the date of this Agreement in connection with the following:
(a)the closing and funding of this Agreement;
(b)any actual or proposed amendment or modification of the Gold Prepay Facility Documents or any waiver thereunder and all instruments supplemental or ancillary thereto;
(c)the registration, maintenance and/or discharge of any of the Security in any public record office; and
(d)the defence, establishment, protection or enforcement of any of the rights or remedies of the Buyers under this Agreement, any of the other Gold Prepay Facility Documents or the Warrant Certificates, including all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Security Documents or any enforcement of the Security.

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3.10Indemnities.
3.10.1The Seller Parties shall, jointly and severally, indemnify and save harmless the Administrative Agent and the Buyers from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including the reasonable and documented fees, expenses and disbursements of one outside legal counsel, per applicable jurisdiction to the Buyers and, in the case of an actual or perceived conflict of interest where the party to be indemnified affected by such conflict informs the Seller of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party, but excluding consequential special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a claim by a third party), which may be incurred by the Administrative Agent or the Buyers as a consequence of or in respect of default by the Seller in the payment when due of any Obligation or any other Default or Event of Default hereunder which is continuing, the entering into by the Administrative Agent and the Buyers of this Agreement and any amendment, waiver or consent relating hereto, and the performance by the Administrative Agent and the Buyers of their obligations under this Agreement (which for greater certainty will not include any grossly negligent act or wilful misconduct on the part of the Administrative Agent or any Buyer or any changes in the value of the Prepayment Balance as a result of market interest rate fluctuations and credit rate spread), the application by the Seller of the proceeds of the Prepayment, the development or operation of the Project, or the entering into of the 2023 Warrant Certificate, the issuance of the 2023 Warrants, the amendment to the 2021 Warrant Certificate and the extension of the expiry date of the 2021 Warrants to December 13, 2025, except for any such any such claim, demand, liability, damage, loss, cost, charge or expense that a non-appealable court of competent jurisdiction determined arose on account of the relevant Indemnified Party's gross negligence or wilful misconduct. A certificate of an officer of the Administrative Agent or the applicable Buyer as to any such claim, demand, liability, damage, loss, cost, charge or expense and containing reasonable details of the calculation shall be, absent manifest error, prima facie evidence of the amount of such claim, demand, liability, damage, loss, cost, charge or expense.
3.10.2The Seller Parties shall, jointly and severally, indemnify and save harmless the Administrative Agent and each Buyer and their Affiliates, agents, officers, directors and employees (each an "Indemnified Party") from all Claims which may be asserted against or incurred by such Indemnified Party under or on account of any applicable Environmental Law (including the assertion of any Encumbrance thereunder), whether upon realization of the Security, or as a Buyer to the Seller, or as successor to or assignee of any right or interest of any Project Entity or as a result of any order, investigation or action by any Governmental Body relating to any one of their business or property in which it has a direct or indirect interest, including any Claims arising from:
(a)the Release of a Hazardous Substance, the threat of the Release of any Hazardous Substance, or the presence of any Hazardous Substance affecting the real or personal property directly or indirectly owned or operated by any Group Member, whether or not the Hazardous Substance originates or emanates from such Group Member's directly or indirectly held property or any other real property or personal property located thereon;
(b)the Release of a Hazardous Substance owned by, or under the charge, management or control of any Group Member or any predecessors or assignors thereof;
(c)any costs of removal or remedial action incurred by any Governmental Body or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources in relation to the real property or personal property directly or indirectly owned or operated by any Group Member or any contiguous real property or personal property located thereon, including reasonable and documented costs of assessing such injury, destruction or loss incurred pursuant to Environmental Law;

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(d)liability for personal injury or property damage arising by reason of any civil law offences or quasi-criminal offences or under any statutory or common tort law theory and any and all other third party Claims of any and every nature whatsoever, including, without limitation, damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity at, near, or with respect to the real or personal property directly or indirectly owned or operated by any Group Member; and/or
(e)any other matter relating to the environment and Environmental Law affecting the property or the operations and activities of any Group Member within the jurisdiction of any Governmental Body;
except for any such Claims that a non-appealable court of competent jurisdiction determined arose on account of the relevant Indemnified Party's gross negligence or wilful misconduct.
3.11Maximum Rate of Interest.
3.11.1Notwithstanding anything herein or in any of the other Gold Prepay Facility Documents to the contrary, in the event that any provision of this Agreement or any other Gold Prepay Facility Document would oblige the Seller to make any payment of any amount payable to the Buyers in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Buyers of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Original Prepay Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Buyers of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows:
(a)by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other Applicable Law; and
(b)any amount or rate of interest referred to in this Section 3.11 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Agreement (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada) or any other Applicable Law) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination, absent manifest error.
3.12Net Insurance Proceeds
To the extent any Group Member receives Net Insurance Proceeds, then (a) the amount of such Net Insurance Proceeds received by a Group Member that is less than $[Redacted – commercially sensitive information] in aggregate in any Fiscal Year shall either (i) be used by the relevant Group Member to repair and/or replace the property that is the subject of such Net Insurance Proceeds, or (ii) to the extent not so used to repair and/or replace property within 365 days of receipt, shall be used to make a payment to the Buyers pursuant to Section 2.4.3, and (b) Net Insurance Proceeds received by a Group Member that are equal or more than $[Redacted – commercially sensitive information] in aggregate in any Fiscal Year shall be paid over to the Collateral Agent to hold, and such funds held by the Collateral Agent: (X) if in the Administrative Agent's reasonable opinion, property that is the subject of such Net Insurance Proceeds can be adequately repaired and/or replaced in a manner and timeframe such that there will not be a Material Adverse Effect, then at the Seller's option such property may be repaired and/or replaced within three hundred sixty-five (365) days of receipt, and the Collateral Agent shall (at the direction of the Administrative Agent) pay over such funds upon payment being due for such repairs and/or replacement, or (Y) if the Administrative Agent is not of such opinion, the Administrative Agent is of such opinion and the Seller elects not to so repair and/or replace, or the repair and/or replacement is not completed within three hundred sixty-five (365) days, such funds shall be used to make a repayment to the Buyers as provided for in Section 2.4.3.

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Article 4
REPRESENTATIONS AND WARRANTIES
4.1Representations and Warranties of Seller Parties.
The Seller, as to itself and as to each of its Subsidiaries and, where applicable, each Seller Party represents and warrants to the Administrative Agent and the Buyers at the date hereof and the date of each Compliance Certificate hereunder, as follows:
4.1.1Organization and Powers. The Seller and each other Project Entity: has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; except as disclosed in Schedule 4.1.1, has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Gold Prepay Facility Documents and the Warrant Certificates to which it is or will become a party, and to perform its obligations thereunder; and is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of its business or the property or assets owned or leased by it make such qualification, licensing or registration necessary. No proceeding has been instituted or, to the knowledge of the Seller, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. The Seller and each other Project Entity is up-to-date in all of its corporate filings in all material respects and is (if applicable) in good standing under Applicable Laws.
4.1.2Authorization; No Conflict. Except as disclosed in Schedule 4.1.2, the execution and delivery by the Seller and each other Project Entity of the Gold Prepay Facility Documents and the Warrant Certificates (in the case of the 2021 Warrant Certificate, as amended to reflect the December 13, 2025 expiry date) to which it is or will become a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: contravene any provision of its constitutional documents or any resolution of its shareholders, partners or directors (or any committee thereof); conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any Material Contract; violate any Applicable Law; or other than as contemplated by the Gold Prepay Facility Documents, result in, or require, the creation or imposition of any Encumbrance on any property or assets of a Project Entity.
4.1.3Execution; Binding Obligation. Each Gold Prepay Facility Document and the Warrant Certificates (in the case of the 2021 Warrant Certificate, as amended to reflect the December 13, 2025 expiry date) to which the Seller or any other Seller Party is or will become a party: has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the Seller or the applicable Seller Party; and constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of the Seller and such other Seller Party as applicable, enforceable against the Seller and such other Seller Party, as applicable, in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors' rights generally and subject to generally applicable principles of equity.

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4.1.4Consents. No Group Member is required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Gold Prepay Facility Document or other Key Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herein and therein, other than those that have already been obtained and copies of which have been provided to the Administrative Agent, including the conditional approval of the Toronto Stock Exchange of the transactions contemplated by the Key Transaction Agreements that require such approval, and  filings required to be made on or following the date of this Agreement pursuant to such conditional approval.
4.1.5Corporate Structure; Subsidiaries; Other Ventures. Schedule 4.1.5 sets forth the true and complete list of all Subsidiaries of the Seller, including the type and number of issued and outstanding shares or other equity interests of each such Subsidiary and the Person in whose name such shares or equity interests are registered. Except as set out in Schedule 4.1.5, no Person (other than a Seller Party) has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire (whether or not subject to conditions) common shares or other equity interests of any Project Entity. No Project Entity is engaged in any joint purchasing arrangement, joint venture, partnership and other joint enterprise with any other Person. No Person has a direct or indirect ownership interest in any Project Entity (other than the Seller) except as set out in Schedule 4.1.5, or the Project Property or is otherwise involved in any manner in the operation of the Projects, other than the Seller and the Project Entities.
4.1.6Principal Place of Business and Other Locations. The jurisdiction of incorporation, principal place of business, location of corporate records, and location of tangible assets (except for inventory which is in transit) of each Seller Party as of the date hereof is set out in Schedule 4.1.6 (or if such Schedule is replaced in accordance with this Agreement, such replacement Schedule).
4.1.7Residence for Tax Purposes. The Seller is a resident of Canada (and no other jurisdiction) for tax purposes. Each of the Subsidiaries of the Seller, other than Paycore Minerals Inc., is a resident of the United States for tax purposes (and no other jurisdiction).
4.1.8Solvency. Neither the Seller nor any other Project Entity is or can reasonably be expected to become insolvent within the meaning of Applicable Law.
4.1.9No Defaults; Material Contracts. No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give any Project Entity or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract, Authorization or Order to which it is a party or by which it or its properties and assets may be bound, and, to the knowledge of the Seller, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:
(a)all Material Contracts as of the date hereof are set out in Schedule 1.1.119, and true and complete copies thereof have been made available to the Administrative Agent;

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(b)no Project Entity nor, to the knowledge of the Seller, any other Person, is in default or breach in any material respect in the observance or performance of any term, covenant or obligation to be performed by such Project Entity or such other Person under any Material Contract to which such Project Entity is a party or by which it is otherwise bound (including its property and assets) and each such Material Contract is in good standing, constitutes a valid and binding agreement of each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors' rights generally and subject to generally applicable principles of equity; and
(c)neither the Seller nor any other Project Entity has any knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such Material Contract and no Project Entity has received notice of any intention to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby.
4.1.10Title to Real Property. Schedule 1.1.172 and Schedule 1.1.185 (or if such Schedules are replaced in accordance with this Agreement, such replacement Schedules) set out a complete and accurate list of the Real Property in which the Project Entities has a right, title or interest. The Project Entities, subject to Permitted Encumbrances:
(a)have or has valid and subsisting leasehold title to all leases of real property and Mineral Interests included within the Real Property;
(b)have or has valid possessory and record title to all Mineral Interests included within the Real Property, except such Mineral Interests that are leased to the Project Entities and are covered under paragraph (a); and
(c)have or has good and marketable title to such other real property interests included within the Real Property and not otherwise included under paragraphs (a) and (b).
Such Real Property is free and clear of all Encumbrances other than Permitted Encumbrances. Except as disclosed in Schedule 1.1.172 and Schedule 1.1.185 as of the date hereof, neither the Seller nor any Project Entity holds any freehold, leasehold or other real property interests or rights (including licenses from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements).
4.1.11Other Project Property. The Project Entities have good and valid title to, or leasehold interest in, all other Project Property that is not Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.
4.1.12Project Property. Without limiting the generality of Section 4.1.10 and Section 4.1.11:
(a)Granite Creek Owner owns or otherwise has valid rights to use all of the Granite Creek Project Property, and no Person other than the Granite Creek Owner has any rights to participate in the Granite Creek Project Real Property or operate the Granite Creek Project;
(b)the Granite Creek Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Granite Creek Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(c)other than the Royalties, the Offtake Agreement, the Gold Prepay Facility Documents, the Convertible Debt Agreements, the Contingent Value Rights Agreement and this Agreement, none of the Granite Creek Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;

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(d)other than pursuant to Applicable Laws, there are no restrictions on the ability of Granite Creek Owner to exploit the Granite Creek Project Real Property; the Granite Creek Owner owns or otherwise has valid rights to use all of the Granite Creek Project Property, and no Person other than the Granite Creek Owner has any rights to participate in the Granite Creek Project Real Property or operate the Granite Creek Project;
(e)Ruby Hill Owner owns or otherwise has valid rights to use all of the Ruby Hill Project Real Property, and no Person other than Ruby Hill Owner has any rights to participate in the Ruby Hill Project Real Property or operate the Ruby Hill Project;
(f)the Ruby Hill Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Ruby Hill Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(g)other than the Royalties, the Offtake Agreement, the Gold Prepay Facility Documents, the Convertible Debt Agreements, the Milestone Payment Rights Agreement and this Agreement, none of the Ruby Hill Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;
(h)other than pursuant to Applicable Laws, there are no restrictions on the ability of the Ruby Hill Owner to exploit the Ruby Hill Project Real Property;
(i)Lone Tree Owner owns or otherwise has valid rights to use all of the Lone Tree Project Property, and no Person other than the Lone Tree Owner has any rights to participate in the Lone Tree Project Real Property or operate the Lone Tree Project;
(j)the Lone Tree Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Lone Tree Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(k)other than the Royalties, the Lone Tree Contingent Consideration Agreement, the Offtake Agreement, the Gold Prepay Facility Documents and this Agreement, none of the Lone Tree Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and
(l)other than pursuant to Applicable Laws, there are no restrictions on the ability of Lone Tree Owner to exploit the Lone Tree Project Real Property; the Lone Tree Owner owns or otherwise has valid rights to use all of the Lone Tree Project Property, and no Person other than the Lone Tree Owner has any rights to participate in the Lone Tree Project Real Property or operate the Lone Tree Project.

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4.1.13Maintenance of Project Property. Except as disclosed in Schedule 4.1.13, all mining concession, maintenance fees, recording fees, and Taxes and all other amounts have been paid when due and payable and all other actions and all other obligations as are required to maintain the Project Property in good standing, have been taken and complied with in all material respects.
4.1.14No Expropriation. No Project Property, nor any part thereof, has been taken or expropriated by any Governmental Body nor has any notice been given or proceeding commenced by a Governmental Body in respect thereof nor, to the knowledge of the Seller, is there any intent or proposal to give any such notice or commence any such proceeding.
4.1.15Insurance. The Collateral and the other businesses and operations of the Project Entities are insured under coverage obtained by the Group Members with reputable insurance companies (not Affiliates of the Seller) in such amounts, with such deductibles and covering such risks as is consistent with insurance carried by reasonably prudent participants in comparable businesses in the relevant jurisdictions, and such coverage will be in full force and effect. No Project Entity has breached the terms and conditions of any policies in respect thereof in any material respect nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by any Project Entity under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause. To the knowledge of the Seller, the Group Members will be able to renew existing insurance coverage as and when such policies expire or obtain comparable insurance coverage from similar institutions as may be necessary or appropriate to conduct the business of the Project Entities and at a comparable cost.
4.1.16Authorizations and Other Rights. The Project Entities have obtained or been issued all such Authorizations and Other Rights as are necessary for the conduct of their respective businesses and operations as currently conducted except for those Authorizations and Other Rights which, if not held, do not have and could not reasonably be expected to have a material impact on the Project Entities' ability to develop or operate the Projects and carry on the business of the Project Entities. Without limiting the foregoing, the Project Entities have obtained or been issued all Project Authorizations other than such Authorizations and Other Rights that are not necessary for the conduct of development activities and operations (including commercial production transactions) as such activities and operations are currently being conducted, but that are expected to be obtained in the ordinary course of business, by the time they are necessary for the conduct of development activities and operations (including commercial production transactions) as contemplated by the Mine Plans, or the failure of which to be obtained would not be material to the development and operation of the Projects or the ongoing operation of commercial production (including commercial production transactions). Without limiting the foregoing:
(i)all Material Project Authorizations, whether obtained or issued by the date hereof or not, are set out in Schedule 1.1.121, along with the status of such Material Project Authorizations. True and complete copies all Material Project Authorizations which have been obtained or issued as of the date hereof have been made available to the Buyers, and no Project Entity is in breach or default of the terms and conditions thereof in any material respect; all of such Material Project Authorizations are in good standing, and no proceeding is pending or, to the knowledge of the Seller, threatened to revoke or limit any such Material Project Authorizations; and
(ii)to the knowledge of the Seller, there are no facts or circumstances that might reasonably be expected to adversely affect the issuance, renewal or obtaining of any such Authorizations.
4.1.17Bank Accounts. The Seller Parties have no other bank accounts other than as set out in Schedule 4.1.17.

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4.1.18Applicable Laws; Conduct of Operations. The Seller and its Subsidiaries, including in the conduct of operations at the Projects, are and have been in compliance in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, all exploration, development and mining operations in respect of the Project Real Property have been conducted in accordance with Good Industry Practice and all material workers' compensation and health and safety regulations have been complied with. There are no pending or, to the knowledge of the Seller, proposed changes to Applicable Laws that would render illegal or materially restrict the development of the Projects or the conduct of operations at the Projects, or that could otherwise reasonably be expected to result in a Material Adverse Effect.
4.1.19AML Legislation. Without limiting the generality of Section 4.1.18, the Group Members are in compliance with, and have not been charged under, AML Legislation.
4.1.20Anti-Corruption and Sanctions. Without limiting the generality of Section 4.1.18 the Group Members, and their respective officers, employees and, to the knowledge of the Seller, their directors and agents, are in compliance with, and have not been charged under, Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in any Group Member being designated as a Sanctioned Person or Sanctioned Entity. None of the Group Members or, to the knowledge of the Seller, any of their respective directors, officers or employees, or to the knowledge of the Seller, any agent of any of them that will act in any capacity in connection with or benefit from the Prepayment, has used, or authorized the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, made, or authorized the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds, or is a Sanctioned Person or a Sanctioned Entity. The Prepayment, use of proceeds or other transaction contemplated by this Agreement will not violate Anti-Corruption Laws or applicable Sanctions.
4.1.21Environmental Compliance. Without limiting the generality of Sections 4.1.16 and 4.1.18, except as set out in Schedule 4.1.21:
(a)the Project Entities, including without limitation, in the conduct of operations at the Projects, have been and are in compliance in all material respects with all Environmental Laws, the HSEC Policy [Redacted – commercially sensitive information];
(b)the Project Entities have, obtained all material Authorizations required under Environmental Laws necessary to construct, develop and operate the Projects or to conduct any other exploration, development, drilling or mining operations being conducted by it;
(c)No Project Entity has used or permitted to be used, except in material compliance with Environmental Laws, any of the Project Real Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance;
(d)There is no presence of any Hazardous Substance on, in or under any of the Project Real Property and no Hazardous Substances will be generated from any Project Entity's use of the Project Real Property (including without limitation as a result of the conduct of operations at the Projects) except in compliance in all material respects with Environmental Laws;
(e)none of the Project Entities, nor any of the Project Real Property, is subject to any pending or, to the knowledge of the Seller, threatened:

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(i)material claim, notice, complaint, allegation, investigation, application, order, requirement or directive, each in writing, that relates to environmental, natural resources, Hazardous Substances, human health or safety matters or any other matter covered by Environmental Laws, and which would reasonably require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of the Seller, there is no basis for such a claim, notice, complaint, allegation, investigation, application, order, requirement or directive); or
(ii)material allegation, demand, direction, Order, notice or prosecution with respect to any matter covered by Environmental Laws including any Applicable Laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Project Real Property, and no Project Entity has settled any allegation of non-compliance with Environmental Laws prior to prosecution;
(f)the Seller has made available to the Administrative Agent a true and complete copy of each material environmental audit, assessment, study or test of which it is aware relating to the Projects, including any environmental and social impact assessment study reports and any other material environmental information;
(g)the Seller has provided to the Administrative Agent a true and complete copy of the HSEC Policy in effect as of the date hereof. The HSEC Policy is consistent with Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters [Redacted – commercially sensitive information];
(h)there are no material environmental liabilities in respect of the operations at the Projects other than those identified in the Material Project Authorizations; and
(i)there are no pending or, to the knowledge of the Seller, proposed (in writing) changes to Environmental Laws or environmental Authorizations referred to in paragraph (e)(ii) above that would render illegal or materially restrict the conduct of operations at the Projects, or that could otherwise reasonably be expected to result in a Material Adverse Effect.
4.1.22Community Matters. The applicable Project Entity's consultation and dealing with any Aboriginal and other persons and groups located on or near the vicinity of the Project Real Property affected by any Project, including any ejidos, regarding the proposed exploration, development, construction, operating, closure and rehabilitation of the Project Property and the Projects have been consistent in scope with similar projects of that nature and in material compliance with HSEC Policy (or a substantially similar policy). Other than as disclosed in Schedule 4.1.22, no Project Entity has received notice that the Project Real Property or any of the Projects is subject to any Aboriginal Claims, and, to the knowledge of the Seller, there are no current or pending Aboriginal Claims affecting Project Real Property or any Project. No Project Entity has received notice of any claim or assertion, written or oral, whether proven or unproven, from any other such affected persons or groups, or Persons acting on their behalf, with respect to any title (including collective title), rights or other interests which could reasonably be expected to conflict with a Project if such claim or assertion were valid. The Seller has disclosed all Aboriginal Information, and all other material correspondence, notices and other documents from or involving such other affected persons or groups, or Persons acting on their behalf, of which it is aware to the Buyers, and other than as disclosed in Schedule 4.1.22, no Project Entity has entered into any written or oral agreements with any Aboriginal or other such affected persons or groups to provide benefits, pecuniary or otherwise, with respect to the Projects at any stage of development and the Project Entities have not offered any Aboriginal or other such affected persons or groups any benefits with respect to any Project at any stage of development.

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4.1.23Employee and Labour Matters. The Project Entities are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving any Project Entities or directly affecting a Project. Except as set out in Schedule 4.1.23, none of the Project Entities are a party to a collective bargaining agreement.
4.1.24Security. Granite Creek Owner, Ruby Hill Owner and Lone Tree Owner have each implemented security practices and procedures at the applicable Projects in accordance with Applicable Laws and consistent with the HSEC Policy and Good Industry Practice.
4.1.25Employee Benefit Plans. Each Employee Benefit Plan mandated by a Governmental Body that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Bodies. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with IFRS, that have not been fully accrued on the Financial Statements or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws. For purposes of this Section 4.1.25, "Employee Benefit Plan" means any employee benefit plan, pension plan, program, policy or arrangement sponsored, maintained or contributed to by any Project Entity or with respect to which any Project Entity has any liability or obligation.
4.1.26Taxes.
4.1.26.1All Taxes due and payable by the Project Entities (whether or not shown as due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Body) have been timely paid when due. All assessments and reassessments received by any Project Entity in respect of Taxes have been paid when due.
4.1.26.2All Tax Returns required by Applicable Law to be filed by or with respect to any Project Entity have been properly prepared and timely filed when due and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading in any material respect.
4.1.26.3Adequate provision has been made by the Seller in the Financial Statements and by Ruby Hill Acquired Entity in the Ruby Hill Acquired Entity Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the most recent financial statements delivered pursuant to Section 6.5 and Section 6.7.
4.1.26.4Since the respective dates of the most recent financial statements delivered pursuant to Section 6.6 and Section 6.7, the Ruby Hill Acquired Entity has not incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes, other than liabilities incurred in the ordinary course of business other than Permitted Debt.
4.1.26.5No Project Entity has ever incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes.
4.1.26.6Other than as disclosed in Schedule 4.1.26.6, no audit or other proceeding by any Governmental Body is pending or, to the knowledge of the Seller, threatened with respect to any Taxes due from or with respect to any Project Entity, and no Governmental Body has given written notice of any intention to assert any deficiency or claim for additional Taxes against any Project Entity. There are no matters under audit or appeal or in dispute, or, to the knowledge of the Seller, under discussion, with any Governmental Body relating to Taxes.

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4.1.26.7No Governmental Body of a jurisdiction in which any Project Entity does not file Tax Returns has made any written claim that any Project Entity is or may be subject to taxation by such jurisdiction. To the knowledge of the Seller, there is no basis for a claim that any Project Entity is subject to Tax in a jurisdiction in which such Project Entity does not file Tax Returns.
4.1.26.8Other than as disclosed in Schedule 4.1.26.8, here are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to any Project Entity for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. No Project Entity is bound by any tax sharing, allocation or indemnification or similar agreement.
4.1.26.9The Project Entities have withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and have paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Body.
4.1.26.10[Redacted – commercially sensitive information].
4.1.27Intellectual Property. Each of the Project Entities owns, licenses or otherwise has the right to use all material licenses, Authorizations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto (other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the Project Entities' ability to develop or operate the Projects and carry on the Project Entities' Business). No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by a Project Entity infringes upon or conflicts with any rights owned by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Seller, threatened.
4.1.28Books and Records. The minute books and corporate records of each Project Entity are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof), as applicable, of the Project Entity (and true and correct copies thereof have been provided by the Seller to the Administrative Agent).
4.1.29Financial Statements.
4.1.29.1The Ruby Hill Acquired Entity Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout, and the Ruby Hill Acquired Entity Financial Statements present fairly, in all material respects, the financial condition of the Ruby Hill Acquired Entity, on a consolidated basis, as at the dates specified therein and for the periods then ended. The Seller does not intend to correct or restate, nor, to the knowledge of the Seller, is there any basis for any correction or restatement of, any aspect of the Ruby Hill Acquired Entity Financial Statements.
4.1.29.2The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout and complied, as of their date of filing, with the applicable published rules and regulations of any stock exchange on which the Seller's securities are listed and Securities Laws, and the Financial Statements present fairly, in all material respects, the financial condition of the Seller and its Subsidiaries, on a consolidated basis, as at the date specified therein and for the period then ended. The Seller does not intend to correct or restate, nor, to the knowledge of the Seller, is there any basis for any correction or restatement of, any aspect of the Financial Statements.

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4.1.29.3Except as disclosed in Schedule 4.1.29.3, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Seller or any of its Subsidiaries with unconsolidated entities or other Persons.
4.1.29.4Grant Thornton LLP Chartered Accountants is the auditor of the Seller and is "independent" as required under Securities Laws. There has never been a "reportable event" (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators) with the present or any former auditor of the Seller.
4.1.29.5The Seller is in compliance with National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings of the Canadian Securities Administrators.
4.1.30Absence of Change. Except as disclosed in the Financial Statements, the Ruby Hill Acquired Entity Financial Statements or the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, since December 31, 2022, there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.
4.1.31Related Party Transactions. Except as disclosed in a Schedule 4.1.31 hereto, or as otherwise disclosed in writing by the Seller to the Administrative Agent prior to the date hereof or as permitted by this Agreement after the date hereof, no Project Entity has: made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party thereof; or been a party to any Contract with any Related Party thereof, other than independent contractor or indemnification agreements entered into with officers or directors of a Project Entity which, in the case of clause (a) or (b), remains in effect on the date hereof.
4.1.32No Liabilities. No Project Entity has any material liabilities, contingent or otherwise, other than those reflected in the Financial Statements or the Ruby Hill Acquired Entity Financial Statements, as applicable.
4.1.33Litigation. There are no Orders which remain unsatisfied against any Project Entity or consent decrees or injunctions to which any Project Entity is subject. Except as disclosed in Schedule 4.1.33, there are no material investigations, actions, suits or proceedings at law or in equity or by or before any Governmental Body pending or, to the knowledge of the Seller, threatened against or directly affecting any Project Entity (or any of its properties or assets) or otherwise having a material impact on the ability of the Project Entity to develop or operate the Project and, to the knowledge of the Seller, there is no ground on which any such action, suit or proceeding might be commenced.
4.1.34Debt Instruments. No Project Entity has any Debt other than Permitted Debt.
4.1.35No Subordination. There is no Contract to which a Project Entity is a party or by which it or any of its properties or assets may be bound that requires the subordination in right of payment of any of the Obligations under the Gold Prepay Facility Documents to any other obligation of it.
4.1.36Securities.
4.1.36.1The common shares of the Seller are listed and posted for trading on the TSX and no order ceasing or suspending trading in any securities of the Seller or prohibiting the sale or issuance of the common shares or the trading of any of the Seller's issued securities has been issued and no (formal or informal) proceedings for such purpose are pending or, to the knowledge of the Seller, have been threatened. The Seller has not taken any action which would reasonably be expected to result in the delisting or suspension of the common shares on or from the TSX and the Seller is currently in compliance in all material respects with the rules and regulations of the TSX.

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4.1.36.2The Seller has the full power and authority to create and issue the 2023 Warrants and extend the expiry date of the 2021 Warrants to December 13, 2025. The creation and issuance and the 2023 Warrants and the extension of the expiry date of the 2021 Warrants has been duly authorized and, when issued and delivered against payment of the consideration set forth in any Warrant Certificate, the common shares issuable upon exercise of the Warrants will be validly issued as fully paid and non-assessable common shares and, subject to applicable Securities Laws (including with respect to required hold periods), will be listed on the TSX and be freely transferable. Upon issuance of the 2023 Warrants in accordance with the terms hereof and the extension of the expiry date of the 2021 Warrants to December 13, 2025, the applicable Buyers will be the legal owners of the Warrants and will have good title thereto free and clear of all Encumbrances, other than as may be imposed as a result of the application of any Applicable Laws to the Warrants or as are imposed as a result of any actions taken by, or transactions entered into by, the applicable Buyers.
4.1.37Regulatory Compliance.
4.1.37.1The Seller is a "reporting issuer" (or the equivalent) in each of the provinces in Canada and is not included on a list of defaulting reporting issuers maintained by the Securities Regulators. The Seller has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer and has not received any notification from a Securities Regulator seeking to revoke the Seller's reporting issuer status.
4.1.37.2All filings and fees required to be made and paid by the Seller pursuant to Securities Laws have been made and paid when due.
4.1.37.3Except as set forth in Schedule 4.1.37.3, since December 31, 2022, as of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. There is no material change as of the date hereof relating to the Seller which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators and made publicly available on SEDAR or the SEC's website at www.sec.gov. The Seller has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Body which at the date hereof remains confidential.
4.1.38Technical Disclosure. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves disclosed in the Technical Reports and in the other technical reports disclosed in the Public Disclosure Documents for the Group Members' mineral projects have been prepared and disclosed in accordance with accepted mining industry practices. The Seller is in compliance, in all material respects, with the requirements prescribed by National Instrument 43-101 (as in effect on the date of publication of the relevant report or information). The Seller has no knowledge that the mineral resources or mineral reserves (or any other material aspect of any technical reports) as disclosed in the Public Disclosure Documents were not, at the date of disclosure, inaccurate in any material respect. There are no outstanding unresolved comments of the TSX or any Securities Regulator in respect of the technical disclosure made in the Public Disclosure Documents. To the knowledge of the Seller, there has been no material reduction in the aggregate amount of estimated mineral resources and reserves for the Group Members' mineral projects from the amounts last disclosed publicly by the Seller in the Public Disclosure Documents.
4.1.39No Default. No Default or Event of Default has occurred and is continuing under any Gold Prepay Facility Document or any Key Transaction Agreement.

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4.1.40Disclosure. All information which has been prepared by or on behalf of the Seller relating to the Seller and its Subsidiaries and disclosed in writing to the Administrative Agent or the Buyers is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading. All forecasts, projections and budgets which have been prepared by or on behalf of the Seller relating to the Group Members and their Subsidiaries and the Projects and their respective businesses, properties and assets and delivered to the Administrative Agent or the Buyers represent the Seller's reasonable estimates and assumptions as to future performance, which the Seller believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions. To the knowledge of the Seller, there is no matter, thing, information, fact, data or interpretation thereof relative to the Group Members or their Subsidiaries or their respective businesses, properties and assets which could reasonably be expected to have a Material Adverse Effect that has not been disclosed to the Administrative Agent and Buyers.
4.1.41Foreign Controls. The execution, delivery and performance of the Gold Prepay Facility Documents by the Project Entities are, under applicable foreign exchange control regulations or metals control regulations of the jurisdiction in which each Project Entity is organized and existing, not subject to any notification or authorization except such as have been made or obtained or such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (b) shall be made or obtained as soon as is reasonably practicable and, to the knowledge of the Seller, there is no reason that any such authorizations will not be obtained in the ordinary course).
4.2Survival of Representations and Warranties
The representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement and shall continue until payment in full of the Obligations notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or the Buyers.
Article 5
SECURITY
5.1Security Documents
5.1.1To the extent not executed and delivered prior to the 2023 Accordion Closing Date, as security for the due and punctual payment of all of the Obligations, the Seller shall, and the Seller shall cause each of the other Seller Parties to, on or prior to the 2023 Accordion Closing Date, grant a continuing security interest and a first-ranking Encumbrance (subject to the Intercreditor Agreement) in favour of the Collateral Agent over all of the Collateral (subject only to Permitted Encumbrances), and in furtherance thereof shall execute and/or deliver or cause to be executed and/or delivered to the Collateral Agent, for the benefit of the Buyers, in form and substance satisfactory to Buyers' counsel, acting reasonably:
(a)a Guarantee of the Obligations from each Guarantor;
(b)a Security Agreement from each Seller Party;
(c)the Nevada Security Documents;
(d)Pledge Agreements from each Seller Party with respect to equity interests it holds in any other Seller Party;
(e)an assignment of the proceeds of any property insurance policy relating to the Collateral in which the Seller Party has an interest;
(f)a specific assignment of the Material Contracts that any Seller Party is party to or bound by, together with applicable acknowledgements from the counterparties thereto;

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(g)deposit account control agreements between each Owner, the Collateral Agent, and Wells Fargo Bank, N.A. in respect of the Proceeds Account; and
(h)all share or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements or otherwise reasonably required by the Administrative Agent or the Buyers for the purposes of granting, protecting or ensuring a first-ranking (subject only to Permitted Encumbrances) perfected Encumbrance in favour of the Collateral Agent, for the benefit of the Buyers, in all assets and property of, and pledged equity in, the Seller Parties (other than Excluded Assets).
5.2Additional Security from New Subsidiaries
The Seller shall cause each Person that becomes a Seller Party after the date hereof (by way of acquisition or otherwise) to promptly deliver to the Collateral Agent (a) a Guarantee of the Obligations, (b) security over the undertaking, property and assets of such Subsidiary substantially to the same effect as the Security provided for in Section 5.1, (c) a third party legal opinion from the Seller's counsel concerning such Subsidiary, Guarantee and Security, to all be delivered to the Administrative Agent, the Buyers and the Collateral Agent contemporaneously with such Person first becoming a Seller Party, together with all share certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, consents, authorizations, registrations (or evidence of the filing of the same with the applicable authority for the purposes of registration) and supporting documentation (including updates to disclosure schedules hereto) in respect thereof as necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.
5.3Further Assurances – Security
The Seller shall, and the Seller shall cause each Seller Party to take, or cause to be taken such action and execute and deliver or cause to be executed and delivered to the Collateral Agent such agreements, documents and instruments as the Administrative Agent or the Collateral Agent shall reasonably request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Buyers counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Sections 5.1 and 5.2 as first-ranking Encumbrances (subject to the Intercreditor Agreement) of the Person granting such Encumbrances, subject only to the Permitted Encumbrances, in all jurisdictions reasonably required by the Administrative Agent or the Collateral Agent, in each case within a reasonable time after the request therefor by the Administrative Agent or the Collateral Agent or the Administrative Agent's counsel, and in each case, in form and substance satisfactory to the Administrative Agent's counsel, acting reasonably.
5.4Security Effective Notwithstanding Date of the Prepayment
The Security shall be effective and the undertakings in this Agreement and the other Gold Prepay Facility Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments under this Agreement or any of the other Gold Prepay Facility Documents but shall constitute continuing security to and in favour of the Collateral Agent for the benefit of the Buyers for the Obligations from time to time.

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5.5No Merger
The Security shall not merge in any other security. No judgment obtained by or on behalf of the Buyers shall in any way affect any of the provisions of this Agreement, the other Gold Prepay Facility Documents or the Security. For greater certainty, no judgment obtained by or on behalf of the Buyers shall in any way affect the obligation of the Seller to pay any amounts at the rates, times and in the manner provided in this Agreement.
5.6Release of Security
5.6.1Subject to Section 5.6.2, following indefeasible payment and performance in full of all Obligations under this Agreement and the other Gold Prepay Facility Documents, the Administrative Agent will promptly, at the request, cost and expense of the Seller, direct the Collateral Agent to release and discharge the right and interest of the Administrative Agent and the Buyers in the Collateral.
5.6.2Subject to the Intercreditor Agreement, if any Collateral is Disposed of as permitted by this Agreement or is otherwise released from the Security at the direction or with the consent of the Administrative Agent, at the request, cost and expense of the Seller (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such Disposition), the Administrative Agent shall direct the Collateral Agent to discharge such Collateral from the Security and deliver and re-assign to the Seller or relevant Seller Party (without any representation or warranty) any of such Collateral as is then in the possession of the Collateral Agent.
5.7Stockpiling
If the Owners or any other Seller Party intends to stockpile, store, warehouse or otherwise place Minerals or other minerals forming part of the Collateral off the Project Real Property, before doing so, the Seller shall cause the Owner or such other Seller Party, as applicable, to obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Collateral Agent a written acknowledgement in form and substance satisfactory to the Administrative Agent, acting reasonably, which provides that the Owners' and/or its Affiliates', as applicable, rights to the Minerals or other minerals forming part of the Collateral shall be preserved and which acknowledges the Buyers' Encumbrances thereon and provides the Collateral Agent with a right of access in the event of enforcement by the Collateral Agent of the Security Documents.
Article 6
COVENANTS
6.1Affirmative Covenants.
6.1.1So long as any Obligations remain outstanding, and except as otherwise consented to by the Majority Buyers, the Seller shall, and shall cause, as applicable, each of the Project Entities to:
(a)duly and punctually pay the Obligations at the times and places and in the manner required by the terms of the Gold Prepay Facility Documents;
(b)maintain its corporate existence; keep proper books of account and records; maintain its corporate status in all jurisdictions where it carries on business; and operate its business and the Project in accordance with Good Industry Practice and in compliance, in all material respects, with the Mine Plan, Applicable Law, Project Authorizations, Other Rights, Material Contracts, the HSEC Policy and the Anti-Corruption Policy and the ICMM Guidelines;

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(c)except as otherwise permitted by this Agreement, maintain the Project Real Property in good standing, performing or causing to be performed all required assessment work thereon, paying or causing to be paid all concession, permit and license maintenances fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Project Real Property in compliance, in all material respects, with Applicable Law;
(d)at all times during its business hours and with reasonable frequency upon reasonable prior written notice from the Administrative Agent, the Collateral Agent or a Buyer and at all times and with reasonable frequency and without notice if an Event of Default shall have occurred and be continuing, permit representatives of the Administrative Agent, the Collateral Agent or a Buyer, at the cost and expense of the Seller, to enter into or onto its property, to inspect any of the Collateral and to examine its financial books, accounts and records and to discuss its financial condition with its senior officers and its auditors; provided that the Buyers severally agree to indemnify and save the Group Members and their respective directors, officers, employees and agents harmless from and against any and all losses suffered or incurred by any of them as a result of the actions of such Buyers or its representatives or agents during any such visit except to the extent that such losses arise from the gross negligence or willful misconduct of such indemnified persons.
(e)keep insured with financially sound and reputable insurance companies all of its Collateral (including the Project Property) in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions and cause the policies of insurance referred to above to contain customary endorsements for the benefit of the Buyers, all in a form acceptable to the Administrative Agent acting reasonably, and shall use commercial reasonable efforts to include a provision that such policies will not be cancelled without thirty (30) days' prior written notice being given to the Administrative Agent by the issuers thereof, and cause the Collateral Agent, the Administrative Agent and the Buyers to be named as an additional insured with respect to public liability insurance;
(f)provide the Administrative Agent promptly with such evidence of insurance as the Administrative Agent may from time to time reasonably require;
(g)use all commercially reasonable efforts to obtain, as and when required, and preserve and maintain, all Authorizations (including environmental Authorizations), Other Rights and Material Contracts which are required to permit the Project Entities to own, operate and maintain the Business and the Projects in the manner currently carried on, develop, and operate the Projects as contemplated by the Mine Plans and carry out the operation of commercial production transactions, and perform their obligations under the Gold Prepay Facility Documents and the Warrant Certificates to which they are a party;
(h)pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate legal proceedings and, with respect to Taxes which are overdue, make arrangements satisfactory to the Administrative Agent regarding adequate provision for their payment;
(i)conduct all environmental remedial activities which a Person acting in a commercially reasonable manner and in accordance with Good Industry Practice would perform in similar circumstances to meet its environmental responsibilities and conduct and pay for any environmental investigations, assessments or remedial activities with respect to any of the Real Property owned or leased by them that the Administrative Agent or the Collateral Agent may reasonably request, in each case as required by Environmental Laws, Project Authorizations, Other Rights, the ICMM Guidelines or by any Governmental Body;

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(j) ensure that the only mining activities taking place on the Project Real Property are, in the case of the Ruby Hill Project, those under the control and direction of the Ruby Hill Owner, in the case of the Granite Creek Project, those under the control and direction of the Granite Creek Owner, and in the case of the Lone Tree Project, those under the control and direction of the Lone Tree Owner, in furtherance of the Projects, and develop and operate the Projects in compliance with the requirements of any environmental permit, Order or other Authorization in respect of the Project;
(k)warrant and defend the right, title and interest of the Project Entities in and to any of the Project Property, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances;
(l)deposit all proceeds received or receivable by Ruby Hill Owner and Granite Creek Owner from the sale of Minerals produced from the Project Real Property into its respective Proceeds Account; and
(m)ensure that at all times the Annual Metal Delivery Coverage Ratio is equal to or greater than [Redacted – commercially sensitive information].
6.2Notifications to the Buyers.
6.2.1The Seller Parties shall promptly notify the Buyers of the occurrence of:
(a)any Default or Event of Default;
(b)any material default by any party under or termination or threatened termination of any Material Contract, of which it becomes aware;
(c)the loss of or material non-compliance with the terms of, or any threat (whether or not in writing) by a Governmental Body to revoke or suspend, any Material Project Authorization;
(d)all material actions, suits and proceedings before any Governmental Body or arbitrator pending, or to the knowledge of the Seller, threatened, against or directly affecting any Project Entity or the Projects, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the knowledge of the Seller threatened, against or affecting any Project Entity or with respect to the ownership, use, maintenance and operation of the Projects;
(e)any violation or suspected violation of any Applicable Law by any Project Entity in any material respect;
(f)any material damage to the Projects, and whether a Group Member has made, or plans to make, any insurance claims with respect thereto with respect to such damage;
(g)any non-compliance by any Group Member with the ICMM Guidelines or the HSEC Policy in any material respect, or by any Group Member with the Anti-Corruption Policy in any material respect;

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(h)any material disputes or disturbances pertaining to the Projects involving local communities, including, without limitation, any Aboriginal group;
(i)any material labour disruption involving the workforce at the Projects;
(j)any event, circumstance or fact that could reasonably be expected to give rise to a "Seller Event of Default" as defined under the Stream Agreement, or any event or condition which, upon notice, lapse of time, or both, would constitute a "Seller Event of Default" as defined under the Stream Agreement, or any other agreement in respect of Debt of any Project Entity in a principal amount of $[Redacted – commercially sensitive information] or more without giving effect to any amendments or waivers from the creditor party thereunder; and
(k)any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect,
(l)in each case, accompanied by an Officer's Certificate of the Seller setting forth details of the occurrence referred to therein.
6.2.2The Seller Parties shall promptly notify the Buyers, including in the notification the intended action to be taken by them, upon:
(a)any material claim, complaint, notice or order under any Environmental Laws affecting any Project Entity or any Project;
(b)learning of the existence of Hazardous Substances located on, above or below the surface of any land which any Project Entity occupies or controls, except those being stored, used or otherwise handled in compliance with Environmental Laws, or contained in the soil or water constituting such land, in each case which could reasonably be expected to have a material impact on the Project Entities' ability to carry on the Business and to develop or operate the Projects;
(c)the occurrence of any reportable release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Substances that has occurred on or from such land which could reasonably be expected to have a material impact on any Project Entities' ability to carry on the Business and to develop or operate the Projects;
(d)the occurrence of any change in business activity conducted by it which involves the storage, use or handling of Hazardous Substances or wastes or increases its environmental liability in any material manner; and
(e)any proposed change in the use or occupation of the Project Real Property which may have a material impact on the Project Entities' ability to carry on the Business develop and to operate the Projects;
6.2.3The Seller Parties shall promptly (but in any event no less than fifteen (15) days prior to such change) notify the Buyers upon becoming aware of any proposed change or change in name or jurisdiction of incorporation or principal place of business of a Seller Party;
6.2.4The Project Entities shall promptly notify the Buyers of the acquisition by any Seller Party of any real property (including mineral rights), whether owned or leased (and in the case of any leased property, provide the Collateral Agent with a charge over such leasehold interest on terms satisfactory to the Administrative Agent and the Collateral Agent, acting reasonably), any new locations of tangible assets of any Seller Party (other than inventory in transit), any new Material Contracts or any amendment or revision to any existing Material Contract (provided that any amendment or revision shall be subject to Section 6.11.1(q)), and any new Material Project Authorization or any amendment, revision, reissuance or replacement of any existing Material Project Authorization, and in the case of clauses (b) and (c) above, forthwith provide a true and complete copy of the same to the Buyers in accordance with Section 6.4.

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6.2.5As soon as practicable following a request thereof from the Administrative Agent, the Seller Parties shall provide any financial information, financial statements, budgets, forecasts, projections, lists of property and accounts and other statements as the Administrative Agent may reasonably request from time to time, including copies of any Tax Returns and any other elections, remittance forms or other documents filed by a Group Member pursuant to any legislation which requires a Group Member to pay, withhold, collect, or remit amounts.
6.3Other Reports.
The Seller Parties shall promptly deliver or furnish, or cause to be delivered or furnished, to the Buyers a copy of any material reports, certificates, documents and notices relating to the Projects which are delivered by a Group Member under other Key Transaction Agreements to the extent not already delivered to the Buyers under the Gold Prepay Facility Documents.
6.4Material Contracts, Material Project Authorizations and Mine Plan.
6.4.1The Seller Parties shall promptly deliver or furnish, or cause to be delivered or furnished, to the Buyers a copy of:
(a)any new Material Contract or any amendment or revision to any existing Material Contract (provided that any new Material Contract or any amendment or revision shall be subject to Section 6.11.1(q));
(b)any new Material Project Authorization or any amendment, revision, reissuance or replacement of any existing Material Project Authorization;
(c)any amendment, revision or supplement to or replacement of the Mine Plan (provided that any such amendment, revision, supplement or replacement shall be subject to Section 6.11.1(s));
(d)any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Project Real Property, or any material engineering or technical studies relating to the Projects; and
(e)any material reports, certificates, documents and notices relating to the Projects which are delivered to any Group Member by or on behalf of any third-party consultant or contractor.
6.5Monthly Reporting.
On or before the twentieth (20th) calendar day after the end of each calendar month, the Seller shall provide to the Buyers a Monthly Operations Report.

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6.6Quarterly Reporting.
6.6.1As soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year, the Seller shall deliver to the Buyers:
(a)a Quarterly Operations Report and a Quarterly Production Report;
(b)a copy of the Seller's quarterly unaudited consolidated financial statements for such Fiscal Quarter, and the parties agree that the making of such documents publicly available on the Seller's SEDAR profile satisfies the delivery requirements under this Section 6.6.1(a); and
(c)a Compliance Certificate.
6.7Annual Reporting.
6.7.1As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, the Seller shall deliver to the Buyers:
(a)a copy of the Seller's audited annual consolidated financial statements for such Fiscal Year and the parties agree that the making of such documents publicly available on the Seller's SEDAR profile satisfies the delivery requirements under this Section 6.7.1(a);
(b)a Compliance Certificate; and
(c)an Officer's Certificate of the Seller listing the types of insurance coverages in effect for the Project Entities and stating the amounts of such insurance and the applicable deductibles under such insurance.
6.7.2As soon as available and in any event by no later than March 15 of each calendar year, the Seller shall deliver to the Buyers an Annual Operations Report in respect of the immediately preceding calendar year.
6.7.3As soon as available and in any event by no later than November 30 of each calendar year, the Seller shall deliver to the Buyers an Annual Forecast Report in respect of the upcoming calendar year, provided, however, that if the content of such report is dependent on information to be provided by third parties which has not been provided by such third parties within a reasonable period prior to November 30, the Seller shall use its commercially reasonable efforts to provide such report as soon as possible after November 30, but shall, in any event, provide such report by December 15.
6.8Corporate Policies.
6.8.1The Seller shall at all times maintain the HSEC Policy and shall periodically review and update the HSEC Policy to ensure that it is consistent with the ICMM Guidelines and Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters, ensure that all operations in respect of the Projects comply in all material respects with the ICMM Guidelines and the HSEC Policy, and keep, or cause the Project Entities to keep, all relevant documentation in order for the Buyers to verify such compliance. In the event of any non-compliance with Environmental Law, the ICMM Guidelines or the HSEC Policy, the Seller shall, or shall cause the appropriate Project Entity to, develop and implement a Corrective Action Plan acceptable to the Administrative Agent, acting reasonably. The Seller, and shall cause the other Project Entities to, upon the request of the Administrative Agent, acting reasonably, provide the Buyers with any information relating to measures or monitoring undertaken by or on behalf of the Project Entities under Environmental Law, the ICMM Guidelines, the HSEC Policy or any Corrective Action Plan.

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6.8.2The Seller shall, and the Seller shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Administrative Agent upon becoming aware of any breach or suspected breach of the Anti-Corruption Policy. The Seller shall not, without the prior written consent of the Buyers, acting reasonably, amend, terminate, replace or otherwise vary the Anti-Corruption Policy.
6.9Changes to Accounting Policies.
If there is any material change in a period to the accounting policies, practices and calculation methods used by the Seller in preparing its financial statements or components thereof as compared to any previous period, the Seller shall provide the Buyers with all information which the Buyers reasonably require relating to the impact of any such material change on the comparability of the reports provided to the Buyers after any such material change to previous reports. Until the Administrative Agent has approved such material change in writing, the Seller shall continue to prepare and provide any reports to the Buyers hereunder in accordance with the accounting policies, practices and calculation methods in effect prior to such material change.
6.10NGM Matters
6.10.1The Seller shall, and shall cause each of the Project Entities to, use commercially reasonable efforts after the date hereof, as and when the opportunity arises, to encourage NGM to waive its right of first refusal in respect of certain mineral interests comprising the Granite Creek Project that would apply upon the enforcement of the Security by or on behalf of the Buyers under this Agreement and/or the Security Documents.
6.10.2In the event that either of the NGM Toll Treatment Agreements are extended beyond their original term or the Seller or any of the Project Entities implement a new toll milling agreement in respect of the matters addressed in the NGM Toll Treatment Agreements that replaces an NGM Toll Treatment Agreement, the Seller will use reasonable best efforts to ensure that a new direct agreement is entered into in favour of the Buyers, on substantially the same terms as the NGM Direct Agreement, and in form and substance satisfactory to the Buyers, acting reasonably, with respect to the extended or new agreement.
6.11Negative Covenants.
6.11.1Except as otherwise provided in this Agreement, so long as any Obligations remain outstanding the Seller shall not, and shall not permit any Project Entity to, without the prior written consent of the Majority Buyers:
(a)enter into any transaction or series of related transactions or any document or agreement related thereto whereby all or substantially all of the equity interests in a Project Entity, or all or substantially all of the Project Property, would directly or indirectly become the property of any other Person;
(b) use, or authorize the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; make, or authorize the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds; or violate any provision of AML Legislation, Anti-Corruption Laws or any applicable Sanctions;

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(c)Dispose of all or any part of the Project Property except pursuant to a Permitted Asset Disposition or transfer or abandon all or any portion of any mining concession, claims (or other Mineral Interest) comprising part of the Project Property or any other interest in the Project Property;
(d)make any payment of royalties in respect of Minerals from the Ruby Hill Project Real Property or the Granite Creek Project Real Property other than the amounts required by the Royalties, or enter into any royalty, stream financing or similar agreement with any other Person in relation to the Ruby Hill Project Real Property or the Granite Creek Project Real Property other than the Royalties, the Stream Agreement and the Offtake Agreement;
(e)use the proceeds of the Prepayment for any purpose other than in accordance with Section 2.3;
(f)create, incur, assume or suffer to exist any Encumbrance upon all or any part of the Project Property, whether now owned or hereafter acquired, other than Permitted Encumbrances;
(g)make any Restricted Payment other than Permitted Restricted Payments provided that, except with respect to payments of contingent consideration by the Seller or the Lone Tree Owner under the Lone Tree Exchange Agreement, the Lone Tree Contingent Consideration Agreement or the Lone Tree Guarantee, no Default or Event of Default has occurred and is continuing or will result from such Restricted Payment;
(h)enter into any agreement or arrangement or take any action which restricts or purports to restrict the ability of any Seller Party to pay dividends or make any other distributions to any Seller Party or repay Debt owing to any Seller Party, or any Project Entity to deliver Minerals or perform its other obligations under this Agreement, the Offtake Agreement or the Stream Agreement (other than this Agreement, the Stream Agreement and the Offtake Agreement);
(i)create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than Permitted Debt;
(j)enter into any hedge instrument or incur any hedge obligations unless such hedge obligations are pursuant to Permitted Hedging Arrangements;
(k)except as otherwise expressly contemplated by this Agreement or the Stream Agreement, provide Financial Assistance, either directly or indirectly, to any Person other than the Seller on an unsecured basis in favour of another Project Entity or a Subsidiary in connection with a Plant, or Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of the Owners to the extent required by Applicable Laws or a Governmental Body; provided that exclusively with respect to the McCoy-Cove Project Premier Gold shall not be restricted from providing Financial Assistance provided such Financial Assistance is not derived from the proceeds of the Prepayment, and provided further such Financial Assistance would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Seller Parties to perform and comply with their obligations under the Gold Prepay Facility Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan;

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(l)make any Investments, except: Investments in another Project Entity or a Subsidiary in connection with, and for the sole purpose of the development or maintenance of a Plant (or assets acquired pursuant to a Permitted Acquisition), provided that if such Investment is by way of Debt, such Debt must be Subordinated Intercompany Debt; short term Investments in money market instruments with remaining maturities of twelve (12) months or less at the date of purchase including securities issued by government agencies, and term deposits and bank accounts with financial institutions provided that such short-term Investments are readily convertible to cash; Investments under Permitted Hedging Arrangements; or Investments (other than Investments in another Project Entity or a Subsidiary): (i) in which the business of the entity in which the Investment is made is engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Investment is not made in connection with the development, expansion or working capital requirements of one or more of the Projects, the consideration paid for such Investment shall not be derived from the proceeds of the Prepayment, and provided further such Investment would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Seller Parties to perform and comply with their obligations under the Gold Prepay Facility Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan;
(m)not permit Owners to change in any material respect the nature of its business or operations from the Business, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the conduct of the respective Project, or as reasonably required to perform its obligations under the Key Transaction Agreements;
(n)not permit Premier Gold (other than with respect to its indirect interest in the McCoy-Cove Project and the Buffalo Mountain Project, and its interest in the Granite Creek Project) to carry on or engage directly or indirectly in any material business other than the holding of shares of entities holding only the Plants or Projects or other Project Entities (or entities or assets acquired pursuant to Permitted Acquisitions) and any activities incidental thereto, including provision of management, administration or similar services or as reasonably required to perform its obligations under the Key Transaction Agreements, to have any material assets other than, cash, cash equivalents or any investment in the shares or Subordinated Intercompany Debt of any Seller Party or entity whose assets are solely a Plant or other Projects (or entities or assets acquired pursuant to Permitted Acquisitions), or to have any material liabilities other than pursuant to the Key Transaction Agreements or Permitted Debt;
(o)not permit any Group Member (other than the Owners) to acquire, own or hold any minerals produced from Project Real Property;
(p)make any Acquisitions other than Permitted Acquisitions;
(q)enter into any Material Contract or amend in any material respect or waive any material provision or terminate or assign (other than as contemplated under the Gold Prepay Facility Documents) or give notice of termination or assignment of any Material Contract or waive or grant indulgences in respect of any default or event of default under any of the Material Contracts without the prior written consent of the Majority Buyers, not to be unreasonably withheld, conditioned or delayed;

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(r)transfer or assign any Debt owed to it, other than to another Seller Party;
(s)amend, revise, supplement or replace the Mine Plan, Project Schedule or Construction Budget for any Project in any material respect without providing a copy of such amendment to the Buyers;
(t)directly or indirectly purchase, acquire or lease any property from, or sell, transfer or otherwise Dispose of any property to, or otherwise deal or enter into any agreement with, any Related Party (other than a Seller Party), except in the ordinary course of and pursuant to the reasonable requirements of such Person's business and upon fair and reasonable terms that are no less favourable to the Project Entities than those that could be obtained in an arm's length transaction with a Person that is not a Related Party;
(u)enter into any transaction to change or reorganize its capital structure or materially amend its articles, by laws or any other constating documents in a manner that prejudices the Buyers;
(v)change its Fiscal Year; change its legal or operating name, or the location of its principal place of business or location of its tangible assets (other than inventory in transit) except with at least fifteen (15) days' prior written notice to the Administrative Agent and the Collateral Agent; and
(w)take any action that would make it impractical or impossible a Project Entity to deliver Refined Gold pursuant to the Offtake Agreement or this Agreement or Refined Silver (as defined in the Stream Agreement) pursuant to the Stream Agreement.
Article 7
TECHNICAL COMMITTEE
7.1Establishment of Technical Committee.
7.1.1From and after Original Prepay Date until the Completion Date for all Projects, the Technical Committee shall be established and maintained by the Seller having the roles and responsibilities as set out in this Article 7. For avoidance of doubt, this Article 7 shall have no force or effect from and after the Completion Date.
7.1.2The Technical Committee shall be formed by the Seller and comprised of (i) members appointed by the Seller that are that officers, directors or employees of the Seller, and (ii) a representative of the Buyers that is an officer, director or employee of a Buyer.
7.1.3The members of the Technical Committee shall appoint one of the members to act as chair of the Technical Committee.
7.1.4In carrying out its responsibilities, the Technical Committee shall co-ordinate and consult with the Board and Seller's management; provided, however, the Technical Committee shall not constitute a part of the Board, the Board and management of the Seller shall not be bound by any recommendation of the Technical Committee, and the Technical Committee will not have authority to direct or instruct the Board, management, employees or contractors of the Seller or any other Project Entity.

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7.1.5The Technical Committee shall establish such procedures as it considers necessary or advisable and, without limiting the generality of the foregoing, in order to encourage open and candid reporting, the Technical Committee may, as it considers appropriate from time to time, exclude from any part of its meetings its members who are also members of the Board.
7.1.6The Technical Committee may invite such officers, directors and employees of, and advisors to, the Seller and, subject to compliance with the obligations of confidentiality provided for in Section 11.9, any such other Persons as it considers appropriate from time to time, to attend its meetings and assist thereat.
7.2Responsibilities.
7.2.1The scope of review of the Technical Committee shall include all technical, construction and operational aspects of the Projects and the Technical Committee shall provide information to the Seller and the Buyers with respect to all such matters. The duties of the Technical Committee shall include the following:
(a)the Technical Committee shall perform a quarterly review of the construction and operation of the Projects and report thereon, such report to be provided to the Seller's board of directors and the Buyers no later than the 30th day after the end of each quarter;
(b)the Technical Committee shall review any material amendment to the Mine Plan, Project Schedule or Construction Budget proposed by the Seller for each Project and report thereon, such report to be provided to the Seller and the Buyers prior to approval of such amendments by the Board;
(c)the Technical Committee shall review the results of all exploration and work programs and make recommendations with respect to work programs and testing; and
(d)the Technical Committee shall review and report on any other matter referred to it by the Seller or the Buyers, acting reasonably.
7.2.2In carrying out its responsibilities hereunder, the Technical Committee may request a periodic construction update report from experts, on such terms and conditions as the Technical Committee may decide (all at the continued cost of the Seller).
7.2.3In carrying out its responsibilities hereunder, the members of the Technical Committee shall be entitled to make site visits to the Project Real Property not more than twice per calendar year.
7.2.4Any reports of the Technical Committee shall be provided simultaneously to the Seller and the Buyers.
7.3Meeting Procedures.
7.3.1The Technical Committee shall hold regular quarterly meetings at such time and place (including by telephonic or electronic means) as mutually agreed to by its members or, failing such agreement, at the offices of Seller, as well as additional meetings on a more frequent basis if and as decided by the members of the Technical Committee. The chair of the Technical Committee shall give seven days' written notice to the members of meetings. Additionally, any member may call a special meeting upon seven days' written notice to the members of the Technical Committee. In case of emergency, reasonable notice of a special meeting shall suffice.

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7.3.2At any such meeting, the representative of the Buyer must be present. Matters to be determined by the Technical Committee shall be determined by a majority vote of the members present at the Technical Committee meeting.
7.3.3Each notice of a meeting shall include an itemized agenda prepared by the chair of the Technical Committee in the case of a regular meeting, or by the Person calling the meeting in the case of a special meeting, but any matters may be considered with the consent of all members of the Technical Committee. The members shall also be provided with all relevant documents that are required for the meeting at least forty-eight (48) hours before the date of the meeting. The chair of the Technical Committee shall prepare minutes of all meetings and shall distribute copies of such minutes to the other members of the Technical Committee within a reasonable period of time after the meeting. The minutes, when signed by the members that represent the majority, shall be the official record of the proceedings of the Technical Committee.
7.4Costs
No members of the Technical Committee, save and except for any independent expert retained to be a member thereof and any appointees of the Seller who are not members of management of the Seller, shall be remunerated or otherwise paid simply for their role as members of the Technical Committee. The costs and expenses of any independent expert retained or appointed by the Buyers shall be borne by the Buyers.
Article 8
CONDITIONS PRECEDENT
8.1Conditions Precedent to Effectiveness.
8.1.1The effectiveness of this Agreement and the obligations of the Buyers hereunder are subject to satisfaction by the Seller and the other Seller Parties of each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Buyers and may be waived in writing by the Buyers:
(a)no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to this Agreement, the other Key Transaction Agreements, the Milestone Payment Rights Agreement, the Contingent Value Rights Agreement, the Debenture Indenture and the NGM Toll Treatment Agreements;
(b)the Project Entities shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the 2023 Accordion Closing Date;
(c)all representations and warranties of the Project Entities made in or pursuant to this Agreement and the other Gold Prepay Facility Documents shall be true and correct on the 2023 Accordion Closing Date;
(d)since December 31, 2022, there shall have been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;
(e)the Seller shall have delivered, or caused to be delivered to the Administrative Agent, all of the following (in each case in form and substance satisfactory to the Buyers):

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(i)an executed copy of this Agreement and confirmations of guarantees and security with respect to the Seller Parties;
(ii)Officer's Certificates of the Seller Parties certifying the articles and bylaws (or equivalent) of such Person, as applicable, the incumbency of signing officers of such Person, and the corporate resolutions (or equivalent) of such Person, as applicable, approving the execution, delivery and performance of such Person's obligations under each Gold Prepay Facility Documents to which it is a party, the 2021 Warrant Certificate (as amended to reflect the December 13, 2025 expiry date), the 2023 Warrant Certificate and the consummation of the transactions contemplated thereunder;
(iii)a certificate of status, compliance, good standing or like certificate with respect to each Seller Party issued by the appropriate government official in the jurisdiction of its incorporation;
(iv)an Officer's Certificate of the Seller, certifying the matters set out in Sections 8.1.1(a) through 8.1.1(d);
(v)a customary legal opinion dated the 2023 Accordion Closing Date addressed to the Administrative Agent and the Buyers, in form and substance satisfactory to the Administrative Agent and Buyers' counsel, acting reasonably, from counsel to the Seller Parties with respect to this Agreement and the transactions contemplated by the Gold Prepay Facility Documents, including without limitation validity and perfection of the Security created pursuant to the Security Documents;
(vi)a certificate of insurance evidencing compliance with Section 4.1.15;
(vii)an Officer’s Certificate of the Seller certifying true and complete copies of consents for this Agreement under the following agreements: the Intercreditor Agreement, the Stream Agreement, the Waterton Subordination Agreement, in each case, the form and substance of the consent shall be acceptable to the Administrative Agent and the Buyers;
(viii)an Officer’s Certificate of the Seller certifying true and complete copies of notice for this Agreement under the following agreements: the Orion Convertible Debt Agreement and the Debenture Indenture, in each case, the form and substance of the notice shall be acceptable to the Administrative Agent and the Buyers; and
(ix)such other documentation as the Administrative Agent may reasonably request in form and substance satisfactory to the Buyers, acting reasonably;
(f)the Company shall have obtained all necessary approvals, including the approval of the TSX, to extend the expiry date of the 2021 Warrants from December 13, 2024 to December 13, 2025 and the 2021 Warrant Certificate reflecting the December 13, 2025 expiry date shall have been issued to the Buyer;
(g)the Company shall have obtained all necessary approvals, including the approval of the TSX, to create and issue the 2023 Warrants and the 2023 Warrant Certificate shall have been issued to the Buyer;

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(h)arrangements, satisfactory to the Buyers, shall be in place for place for the payment of the Arrangement Fee;
(i)evidence of the registration and perfection of the Security Documents in all offices where such registration, filing or recording is necessary or desirable in the reasonable opinion of the Collateral Agent, the Administrative Agent and the Buyers;
(j)the consent agreement to the Waterton Subordination Agreement with respect to this Agreement has been registered on title;
(k)no preliminary or permanent injunction or other order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement or the Key Transaction Agreements;
(l)no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or the Key Transaction Agreements;
(m)all approvals, consents, Orders and Authorizations necessary for the completion of the transactions contemplated by the Gold Prepay Facility Documents and the Key Transaction Agreements shall have been obtained including the conditional approval of the TSX for the issuance of the 2023 Warrants and the extension of the expiry date of the 2021 Warrants to December 13, 2025 (subject only to customary conditions) and the other consents referred to in Schedule 4.1.4; and
(n)all amounts and fees payable to or for the account of the Administrative Agent or the Buyers that are due and payable (including the fees and disbursements of Buyers' counsel in each of the applicable jurisdictions) shall have been paid or arrangements, satisfactory to the Buyers, shall be in place to pay such amounts and fees.
Article 9
EVENTS OF DEFAULT AND REMEDIES
9.1Events of Default.
9.1.1The occurrence of any of the following events shall constitute an "Event of Default":
(a)the Seller fails to deliver any Refined Gold within two (2) Business Days of the due date thereof, or any fees or other Obligations within five (5) Business Days of the due date thereof;
(b)there is a breach of any other term, condition or provision of this Agreement, or any of the provisions of any other Gold Prepay Facility Document or any Warrant Certificate not specified in this Section 9.1, and such breach remains unremedied for a period of fifteen (15) Business Days after the earlier of written notice by the Administrative Agent to the applicable Seller Party, and the applicable Seller Party becoming aware of such breach;
(c)any Seller Party or any Person that is a party to any Gold Prepay Facility Document makes any representation or warranty under any Gold Prepay Facility Document or any Warrant Certificate which is incorrect or incomplete when made or deemed to be made (except to the extent any such representation or warranty expressly relates to an earlier date, and in such case, shall be true and correct on and as of such earlier date) or, to the extent such representation or warranty is not already qualified by materiality, such representation or warrant is incorrect or incomplete in any material respect when made or deemed to be made;

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(d)any Seller Party ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due;
(e)any Seller Party fails to make any payment when such payment is due and payable to any Person in relation to any Debt having a principal amount in excess of $[Redacted – commercially sensitive information], and any applicable grace period in relation thereto has expired, or defaults in the observance or performance of any other agreement or condition in relation to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt to declare such Debt to become due prior to its stated maturity date;
(f)any Seller Party becomes bankrupt, whether voluntarily or involuntarily, or becomes subject to any proceeding seeking liquidation, arrangement, monitorship, relief of creditors or the appointment of a receiver or trustee over any of the Collateral, and such proceeding is not contested by the applicable Seller Party diligently, in good faith and on a timely basis and dismissed or stayed within 30 days of its commencement or issuance (for greater certainty, such 30-day grace period shall not apply if the applicable Seller Party becomes bankrupt voluntarily or any such proceedings are initiated by any Group Member);
(g)an order is made, or a resolution is passed for the winding up, liquidation or dissolution of any Seller Party;
(h)the occurrence of any "Seller Event of Default" as defined in the Stream Agreement, without giving effect to any amendments or waivers from the stream purchasers thereunder;
(i)any of the Security, any Gold Prepay Facility Document or any Warrant Certificate is repudiated or contested by any Seller Party in whole or in part, ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a court or other judicial entity or, in the case of the Security, to not constitute a first ranking priority Encumbrance in the Collateral, subject only to Permitted Encumbrances;
(j)a final judgment, order, writ of execution, garnishment or attachment or similar process for an amount in excess of $[Redacted – commercially sensitive information] is issued or levied against any Seller Party or any material portion of the Collateral;
(k)all or any portion of the Collateral is sold, transferred, Encumbered or assigned without the consent of the Buyers (other than pursuant to a Permitted Asset Disposition, other Disposition expressly permitted hereunder or Permitted Encumbrance, as applicable);
(l)an Encumbrancer or any other Person takes possession of a material portion of the Collateral or by appointment of a receiver, receiver and manager, or otherwise;

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(m)the audit report to the financial statements of the Seller are qualified in any material respect which is unacceptable to the Administrative Agent, acting reasonably;
(n)except as specifically permitted in this Agreement, the Seller or any Seller Party takes or seeks to take any action to abandon all or any material portion of the Collateral, put the Project on care and maintenance, or otherwise suspend development or mining operations at the Project (other than temporary suspensions for sound operational reasons not to exceed three (3) months);
(o)any Governmental Body directly or indirectly condemns, expropriates, nationalizes, seizes or appropriates any Seller Party or any material property which relates to or forms part of the Collateral;
(p)either the Owners fail to maintain mining operations at any Project, any Governmental Body imposes or enforces formal or de facto exchange or currency controls or restrictions on export of metal, or any other factor or circumstance occurs which in any such case, in the sole opinion of the Administrative Agent, makes it impractical or impossible for the Seller to make the required payments or gold deliveries hereunder (including mandatory prepayments), for any Project Entity to perform the obligations under the Offtake Agreement or the Stream Agreement, or for any Project Entity to otherwise perform its obligations under the Gold Prepay Facility Documents or any Warrant Certificate;
(q)any Project Entity fails to obtain, or loses the right to, or benefit of, a Material Project Authorization, or any Authorization (including TSX approval) in respect of the transactions contemplated by the Key Transaction Agreements is modified in a manner adverse in a material respect to the Buyers;
(r)a Change of Control occurs;
(s)a material default occurs and is continuing under any Material Contract after giving effect to any cure period thereunder or any Material Contract is terminated other than at scheduled maturity or with the prior written consent of the Majority Buyers, acting reasonably;
(t) any Group Member, or any director or officer of any Group Member, has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any Sanctions, or any employee or agent of any Group Member has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any Sanctions, unless either such Group Member's relationship with such employee or agent is terminated within ten (10) days of acquiring actual knowledge of such breach or charge, or such Group Member takes such other action to remedy such breach or charge as may be acceptable to the Administrative Agent within ten (10) days of acquiring actual knowledge of such breach or charge and thereafter continues to take such action as may be acceptable to the Administrative Agent; or
(u)a default occurs in the making of any Waterton Payment when required to be made, or any breach or default occurs under any agreement or instrument governing, evidencing, securing or otherwise relating to any Waterton Payment, including any Waterton Subordination Agreement; or
(v)the occurrence of a Material Adverse Effect; or

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(w)a material default occurs and is continuing under any Warrant Certificate or any Subscription Agreement after giving effect to any cure period thereunder.
9.2Remedies Upon Default.
9.2.1Upon the occurrence of an Event of Default under Section 9.1.1(d) or Section 9.1.1(f), to the extent permitted by Applicable Law, the Obligations shall automatically and immediately become due and payable and, upon the occurrence of and during the continuance of any other Event of Default, the Administrative Agent as instructed by the Majority Buyers may, by notice given to the Seller declare all Obligations to be immediately due and payable and, in either case:
(a)the Administrative Agent, to the extent permitted by Applicable Law and by the Intercreditor Agreement, may then:
(i)direct the Collateral Agent to realize upon all or any part of the Security; and
(ii)take such actions and commence such proceedings (or direct the Collateral Agent to take such actions or commence such proceedings) as may be permitted at law or in equity (whether or not provided for herein or in the Security Documents) at such times and in such manner as the Administrative Agent, in its sole discretion, may consider expedient, and
(b)at the option of the Majority Buyers (or automatically in the case of an Event of Default under Section 9.1.1(d) or Section 9.1.1(f)), the Seller's obligation to deliver Refined Gold to repay the Prepayment Balance shall be terminated and the Seller shall instead be required to repay the Prepayment Balance (plus any accrued interest and any fees and expenses then due and owing) in cash in an amount equal to the Voluntary Repayment Quantity calculated as of the date on which all Obligations are declared (or automatically become) due and payable pursuant to this Section 9.2 multiplied by the Gold Price on the trading day immediately preceding such date,
all without any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action except as required by law. The rights and remedies of the Administrative Agent, the Buyers and the Collateral Agent hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the other Gold Prepay Facility Documents.
9.3Set-Off.
Upon the occurrence and during the continuance of an Event of Default, the Buyers may, without notice to the Seller or to any other Person, combine, consolidate and merge all or any of the Seller Parties' accounts with, and liabilities to, the Buyers and set off, any indebtedness and liability of the Buyers to any Seller Party, matured or unmatured, against and on account of the Obligations when due.
9.4Application of Proceeds.
9.4.1The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies, and any other funds realized by Administrative Agent during the continuance of an Event of Default, shall be applied, subject to the Intercreditor Agreement and to Applicable Law, in full or in part, together with any other sums then held by the Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent as follows:

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(a)first, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent or the Administrative Agent in connection therewith and all amounts for which the Collateral Agent or the Administrative Agent is entitled to indemnification pursuant to the provisions of any Gold Prepay Facility Document, together with interest on each such amount at a rate equal to the average published prime rate of the largest five chartered banks in Canada plus 5%, from and after the date such amount is due, owing or unpaid until paid in full;
(b)second, to the payment in full in cash of all amounts owing in respect of fees under this Agreement;
(c)third, to the payment in full in cash, pro rata, of the Prepayment Balance and any remaining Obligations, in each case equally and rateably in accordance with the respective amounts thereof then due and owing; and
(d)fourth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Seller Party) or as a final and non-appealable judgment of a court of competent jurisdiction may direct.
Article 10
ADMINISTRATIVE AGENT
10.1Agency.
10.1.1Appointment and Authority. Each Buyer hereby appoints OMF Fund III (Hg) Ltd. as Administrative Agent to act on its behalf as Administrative Agent under this Agreement and under the other Gold Prepay Facility Documents and authorizes the Administrative Agent in such capacity to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 are solely for the benefit of the Buyers and no Seller Party shall have rights as a third party beneficiary of any of such provisions.
10.1.2Exculpatory Provisions.
10.1.2.1The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Gold Prepay Facility Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;
(b)shall not, except as expressly set forth herein and in the other Gold Prepay Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Group Member or any of its Affiliates that is communicated to or obtained by it or any of its Affiliates in any capacity.
10.1.2.2The Administrative Agent shall not be liable for any action taken or not taken by it in such capacity in the absence of its own gross negligence or wilful misconduct.

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10.1.3Indemnification of the Administrative Agent. Each Buyer agrees to indemnify the Administrative Agent and hold it harmless (to the extent not reimbursed by the Seller), rateably according to its Applicable Percentage (and not jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of the Gold Prepay Facility Documents or the transactions therein contemplated. However, no Buyer shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Administrative Agent's gross negligence or wilful misconduct.
10.1.4Non-Reliance on Administrative Agent. Each Buyer acknowledges that it has, independently and without reliance upon the Administrative Agent or any of its Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Buyer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any of its Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Gold Prepay Facility Document or any related agreement or any document furnished hereunder or thereunder.
10.1.5Collective Action of the Buyers. Each of the Buyers hereby acknowledges that to the extent permitted by Applicable Law, any collateral security and the remedies provided under the Gold Prepay Facility Documents to the Administrative Agent are for the benefit of the Buyers collectively and acting together and not severally and further acknowledges that its rights hereunder and under any collateral security are to be exercised not severally, but by the Administrative Agent upon the decision of the Majority Buyers (or such number or percentage of the Buyers as shall be expressly provided for in Section 11.2 of this Agreement). Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, each of the Buyers hereby covenants and agrees that it shall not be entitled to take any action thereunder including, without limitation, any declaration of default, but that any such action shall be taken only by the Administrative Agent on the instruction of the Majority Buyers (or such number or percentage of the Buyers as shall be expressly provided for in Section 11.2 of this Agreement). Each of the Buyers hereby further covenants and agrees that upon any such written agreement being given, it shall cooperate fully with the Administrative Agent to the extent requested by the Administrative Agent.
10.1.6Replacement of Administrative Agent. In the event that the Administrative Agent ceases to hold at least 50% of the Prepayment Balance, the Majority Buyers may (and, if requested by the outgoing Administrative Agent, shall within thirty (30) days of such request) appoint a new administrative agent to be the Administrative Agent for the Buyers and this Agreement shall be amended or supplemented to provide for such appointment.
10.1.7Payments. While no Event of Default is continuing, the Seller shall make all payments required to be made under this Agreement directly to the Buyers pursuant to any payment instructions provided by the Buyers to the Seller. Following an Event of Default that is continuing, provided the Administrative Agent has declared all Obligations immediately due and payable, all payments shall be made to the Administrative Agent for distribution to the Buyers according to the Applicable Percentage. If any Buyer, by exercising any right of setoff or counterclaim or otherwise (including without limitation pursuant to Section 9.3 of this Agreement), obtains any payment or other reduction that might result in such Buyer receiving payment or other reduction of a proportion of the aggregate amount of its Prepayment or other Obligations greater than its Applicable Percentage thereof, then the Buyer receiving such payment or other reduction shall notify the Administrative Agent of such fact, and purchase (for cash at face value) participations in the Prepayment and such other Obligations of the other Buyers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Buyers rateably in accordance with the Applicable Percentage owing to them, provided that the provisions of this Section shall not be construed to apply to (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Seller's obligations under or in connection with the Gold Prepay Facility Documents, (y) any payment to which such Buyer is entitled as a result of any form of credit protection obtained by such Buyer, or (z) any payment to which such Buyer is entitled in its capacity as a party to any Key Transaction Agreement other than a Gold Prepay Facility Document.

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Article 11
GENERAL
11.1Reliance and Non-Merger.
All covenants, agreements, representations and warranties any Seller Party made herein or in any other Gold Prepay Facility Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of any Seller Party pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Administrative Agent and each Buyer notwithstanding any investigation heretofore or hereafter made by the Administrative Agent, the Buyers or Buyers' counsel or any employee or other representative of any of them and shall survive the execution and delivery of this Agreement and the other Gold Prepay Facility Documents until all Obligations owed to the Administrative Agent or the Buyers under this Agreement and the other Gold Prepay Facility Documents shall have been satisfied and performed and the Buyers shall have no further obligation to make the Prepayment hereunder.
11.2Amendment and Waiver.
11.2.1No amendment or waiver of any provision of this Agreement or any other Gold Prepay Facility Document or consent to any departure by any Seller Party from any provision hereof or thereof is effective unless it is in writing and signed by the Majority Buyers or the Administrative Agent upon the instructions of the Majority Buyers, and the relevant counterparty to such document, provided no such amendment, waiver or consent shall:
(a)increase the amount of the Buyers' Commitments;
(b)subject any Buyer to any additional obligation;
(c)extend the Final Delivery Date or the Original Final Delivery Date;
(d)reduce the outstanding Prepayment Balance or any fees;
(e)postpone any date fixed for any payment (including by way of the delivery of Refined Gold) of the Prepayment Balance or any fees;
(f)change the percentage of the Commitments;
(g)alter the manner in which payments are shared under the terms of this Agreement;
(h)permit any termination of all or any substantial part of the Security Documents or release all or any substantial part of the Guarantees or the Collateral subject to the Security Documents (except as otherwise permitted under this Agreement);
(i)release the Seller or any Guarantor from any material obligations under the Security Documents and other instruments contemplated by this Agreement or any other Gold Prepay Facility Documents (except as otherwise permitted under this Agreement);
(j)reduce the priority of the Security;

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(k)reduce the priority of any payment obligation of the Seller under this Agreement or any other Gold Prepay Facility Document; or
(l)amend the terms of this Section 11.2 or the definition of Majority Buyers or any other provision hereof specifying the number or percentage of Buyers required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder,
in each case without the prior written consent of each Buyer. Such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. The Administrative Agent shall provide the other Buyers with copies of all amendments, waivers and consents provided by the Administrative Agent with respect to any provisions of this Agreement or any other Gold Prepay Facility Document promptly upon the execution thereof.
11.3Notices.
11.3.1Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notices of change of address shall also be governed by this Section. Notices and other communications shall be addressed as follows:
(a)if to any Seller Party:
[Redacted – personal information]
with a copy to (which shall not constitute notice)
[Redacted – personal information]
(b)if to the Administrative Agent:
[Redacted – personal information]
with a copy to (which shall not constitute notice):
[Redacted – personal information]
or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto; and
(c)if to the Buyers, at the addresses noted on Schedule A or in any acknowledgement agreement executed pursuant to Section 11.5.4.
11.3.2Any notices and communications given in respect of this Agreement must be given in the English language, or if given in any other language, that notice or communication must be accompanied by an English translation of it, which must be certified as being a true and correct translation of the notice or communication.

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11.4Further Assurances.
Whether before or after the happening of an Event of Default, the Seller shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, things, agreements, documents and instruments in connection with this Agreement and the other Gold Prepay Facility Documents as the Administrative Agent may reasonably request from time to time for the purpose of giving effect to the terms of this Agreement and the other Gold Prepay Facility Documents including, for the purpose of facilitating the enforcement of the Security, all immediately upon the request of the Administrative Agent.
11.5Assignment.
11.5.1This Agreement and the other Gold Prepay Facility Documents shall enure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assignee of some or all of the parties' rights or obligations under this Agreement and the other Gold Prepay Facility Documents as permitted under this Section 11.5.
11.5.2The Seller shall not assign all or any part of its rights, benefits or obligations under this Agreement or any of the other Gold Prepay Facility Documents without the prior written consent of the Buyers, which may be unreasonably withheld.
11.5.3A Buyer may assign or transfer all or any part of its rights in respect of the Obligations, this Agreement and any of the other Gold Prepay Facility Documents to or in favour of any Person and have its corresponding obligations hereunder and thereunder assumed by such Person.
11.5.4Any assignment made hereunder shall become effective when the Seller has been notified thereof by the Administrative Agent and the Buyers have received an acknowledgement from the assignee Buyer to be bound by this Agreement and the other Gold Prepay Facility Documents and any documents required by local counsel and requested by the Administrative Agent to ensure the assignee Buyer receives the benefit of the Security. Any such assignee shall be treated as a party to this Agreement for all purposes of this Agreement and the other Gold Prepay Facility Documents and shall be entitled to the full benefit hereof and thereof and shall be subject to the obligations of the Buyers to the same extent as if it were an original party in respect of the rights assigned to it and obligations assumed by it and the Buyer making such assignment shall be released and discharged accordingly.
11.5.5The Buyers may provide to any permitted assignee or transferee such information, including confidential information, concerning this Agreement, the other Gold Prepay Facility Documents and the financial position and the operations of the Project Entities as, in the reasonable opinion of the Buyers, may be relevant or useful in connection with this Agreement, the other Gold Prepay Facility Documents or any portion thereof proposed to be acquired by such assignee or transferee, provided that each recipient of such information agrees not to disclose such information to any other Person except as permitted pursuant to Section 11.9.1(e).
11.5.6In connection with any assignment pursuant to this Section 11.5, the Seller agrees to enter into such documents as may reasonably be required by a Buyer to evidence such assignment.
11.6Judgment Currency
11.6.1If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to the Buyers in any currency (the "Original Currency") into another currency (the "Other Currency"), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Buyers could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied.

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11.6.2The obligations of the Seller in respect of any sum due in the Original Currency from it to any Buyer under any of the Gold Prepay Facility Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Buyers of any sum adjudged to be so due in the Other Currency, the Buyers may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Buyers in the Original Currency, the Seller agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Buyers against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Buyers in the Original Currency, the Buyers shall remit such excess to the Seller.
11.7Severability.
If any provision of this Agreement is determined to be invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality, or enforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.
11.8Entire Agreement.
This Agreement and the other Gold Prepay Facility Documents constitute the entire agreement between the parties pertaining to the subject matter described herein and therein. There are no warranties, conditions or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement and the other Gold Prepay Facility Documents. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneously with, or after the entering into of this Agreement and the other Gold Prepay Facility Documents, or any amendment or supplement thereto, by any party to this Agreement or any of the other Gold Prepay Facility Documents or its directors, officers, partners, employees or agents, where applicable, to any other party to this Agreement or any of the other Gold Prepay Facility Documents or its directors, officers, partners, employees or agents, where applicable, except to the extent that the same has been reduced to writing and included as a term of this Agreement or any of the other Gold Prepay Facility Documents.
11.9Confidentiality.
11.9.1The Seller Parties, the Administrative Agent and the Buyers each agree that it shall maintain as confidential and, without the prior written consent of the relevant party(ies), shall not disclose the terms of this Agreement and any non-public information concerning the other party or its business and operations, provided that a party may disclose such information:
(a)where such information becomes publicly available or widely known by the public other than by a breach of this Agreement, or is known by the receiving party prior to the entry of this Agreement or obtained independently of this Agreement, and the disclosure of such information would not breach any other confidentiality obligations;

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(b)if required by Applicable Law or requested by any Governmental Body having jurisdiction over such party;
(c)to its Affiliates and those of its and its Affiliates' directors, officers, employees, advisors and representatives who need to have knowledge of such information;
(d)in the case of a Buyer and its Affiliates, to any limited partner or co-investor or prospective limited partner or co-investor in or with a private equity fund managed by the Buyer or Affiliates of the Buyer, to the extent such information is reasonably relevant to the current investment or future investment decision of any such limited partner or co-investor or prospective limited partner or co-investor, provided that such persons undertake to maintain the confidentiality of it and are strictly limited in their use of the confidential information for the purpose of making an investment decision in or with respect to the Buyer or Affiliates of the Buyer; and
(e)to any Person to whom such party, in good faith, anticipates assigning an interest in this Agreement as contemplated by Section 11.5 and such Person's Affiliates and the representatives, consultants and advisers of such Person or its Affiliates who have a legitimate need to know such information.
11.9.2In the case of disclosure pursuant to paragraphs 11.9.1(c), (d) or (e), the disclosing party shall be responsible to ensure that the recipient of such information does not disclose such information to the same extent as if it were bound by the same non-disclosure obligations of the disclosing party hereunder, and shall be liable to the disclosing party for any improper use or disclosure of such information by such recipient.
11.10Press Releases and Public Disclosure.
If the Seller or any of its Subsidiaries is required by Applicable Law to file a copy of this Agreement on SEDAR (or otherwise publicly file a copy of this Agreement), the Seller shall consult with the Administrative Agent with respect to, and agree upon, any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR (or otherwise). If the parties are unable to agree on such redactions, the Seller shall redact this Agreement to the fullest extent permitted by Applicable Laws before filing it on SEDAR (or otherwise).
11.11Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to the conflict of laws rules.
11.12Submission to Jurisdictions.
Each of the parties irrevocably and unconditionally (a) submits to the nonexclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (b) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (c) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

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11.13Counterparts.
This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including facsimile), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.
11.14Amendment and Restatement.
On and from the 2023 Accordion Closing Date, this Agreement amends and restates the Original Prepay Agreement. This Agreement does not constitute a novation of the Original Prepay Agreement or any of the indebtedness, liabilities or obligations of the Seller thereunder. The amendment and restatement of the Original Prepay Agreement hereby shall not be construed to discharge or otherwise affect any "Obligations" (as defined in the Original Prepay Agreement) of the Seller Parties accrued or otherwise owing under the Original Prepay Agreement that are not repaid on the 2023 Accordion Closing Date, it being understood that such "Obligations" (as defined in the Original Prepay Agreement) shall continue as Obligations hereunder.

[The remainder of this page intentionally left blank.]



IN WITNESS WHEREOF this Agreement has been executed by the parties as of the date first written above.
i-80 GOLD CORP., as Seller



By:
(signed) “Ewan Downie”




Name:    Ewan Downie
Title:    Director
I/We have the authority to bind the Corporation



By:
(signed) “Ryan Snow”




Name:    Ryan Snow
Title:    Chief Financial Officer
I/We have the authority to bind the Corporation

PREMIER GOLD MINES USA, INC., as Guarantor



By:
(signed) “Ewan Downie”




Name:    Ewan Downie
Title:    Chief Executive Officer
I/We have the authority to bind the Corporation



By:
(signed) “Ryan Snow”




Name:    Ryan Snow
Title:    Chief Financial Officer
I/We have the authority to bind the Corporation



OSGOOD MINING COMPANY, LLC, as Guarantor



By:
(signed) “Ewan Downie”




Name:    Ewan Downie
Title:    President and Secretary
I/We have the authority to bind the Corporation



By:
(signed) “Ryan Snow”




Name:    Ryan Snow
Title:    VP, Finance
I/We have the authority to bind the Corporation

RUBY HILL MINING COMPANY, LLC, as a Guarantor



By:
(signed) “Ewan Downie”




Name:    Ewan Downie
Title:    President and Secretary
I/We have the authority to bind the Corporation



By:
(signed) “Ryan Snow”




Name:    Ryan Snow
Title:    VP, Finance
I/We have the authority to bind the Corporation



OMF FUND III (HG) LTD., as Administrative Agent and Buyer



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:    Director
I/We have the authority to bind the Corporation



By:
(signed) “Garth Ebanks”




Name:    Garth Ebanks
Title:    Director
I/We have the authority to bind the Corporation






Schedule A
Buyer Prepayment Commitments
[Redacted – commercially sensitive information]






Schedule 1.1.47
Form of Completion Certificate
[Redacted – commercially sensitive information]










Schedule 1.1.49
Form of Compliance Certificate
[Redacted – commercially sensitive information]




Schedule 1.1.119
Material Contracts
[Redacted – commercially sensitive information]




Schedule 1.1.120
Material Project Agreements
[Redacted – commercially sensitive information]





Schedule 1.1.121
Material Project Authorizations
[Redacted – commercially sensitive information]




Schedule 1.1.129
Monthly Operations Report
[Redacted – commercially sensitive information]





Schedule 1.1.167
Project Agreements
[Redacted – commercially sensitive information]




Schedule 1.1.172
Project Real Property
[Redacted – commercially sensitive information]






Schedule 1.1.182
Quarterly Gold Quantity
[Redacted – commercially sensitive information]




Schedule 1.1.185
Other Real Property
[Redacted – commercially sensitive information]






Schedule 1.1.190
Royalties
[Redacted – commercially sensitive information]




Schedule 4.1.1
Organization and Powers
[Redacted – commercially sensitive information]






Schedule 4.1.2
Authorization; No Conflict
[Redacted – commercially sensitive information]






Schedule 4.1.4
Consents
[Redacted – commercially sensitive information]




Schedule 4.1.5
Corporate Structure; Subsidiaries
[Redacted – commercially sensitive information]




Schedule 4.1.6
Principal Place of Business and Other Locations
[Redacted – commercially sensitive information]







Schedule 4.1.12
Maintenance of Project Property
[Redacted – commercially sensitive information]








Schedule 4.1.17
Bank Accounts
[Redacted – commercially sensitive information]







Schedule 4.1.22
Community Matters
[Redacted – commercially sensitive information]




Schedule 4.1.23
Employee and Labour Matters
[Redacted – commercially sensitive information]




Schedule 4.1.26.6
Audits
[Redacted – commercially sensitive information]






Schedule 4.1.29.3
Off-Balance Sheet Transaction
[Redacted – commercially sensitive information]






Schedule 4.1.31
Related Party Transactions
[Redacted – commercially sensitive information]






Schedule 4.1.33
Litigation
[Redacted – commercially sensitive information]



Schedule 4.1.37.3
Public Disclosure Documents
[Redacted – commercially sensitive information]
EX-10.7 12 ex107i-80oriongoldprepayag.htm EX-10.7 Document
        Exhibit 10.7
SECOND AMENDING AGREEMENT
THIS AGREEMENT dated as of the 25th day of April, 2024.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the "Seller")
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
(herein called the "Administrative Agent")
WHEREAS the Seller, the Administrative Agent, the Guarantors and the Buyers entered into an amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023 (as amended by a first amending agreement dated as of March 28, 2024, the "Prepay Agreement");
AND WHEREAS the parties hereto wish to amend certain provisions of the Prepay Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Prepay Agreement.
Article 2
AMENDMENTS TO PREPAY AGREEMENT
1.General Rule.
Subject to the terms and conditions herein contained, the Prepay Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Prepay Agreement.
2.Amendments.
1.Section 2.4.2 is hereby amended by adding the words “, Section 2.4.10 and 2.4.11” after the words “Subject to Section 2.4.8”.
    


    - 2 -
2.A new Section 2.4.10 is added as follows: “2.4.10 Notwithstanding Section 2.4.2, the Quarterly Gold Quantity that otherwise would have originally been payable to the Buyers on March 31, 2024 may be delivered without penalty on or before the date that is the earlier of (i) seven Business Days after the Seller closes its bought deal equity offering that is expected to occur on or about April 26, 2024 (the “April 2024 Prospectus Offering”) and (ii) May 15, 2024 (such delivery date being the “Deferred Delivery Date”).”.
3.A new Section 2.4.11 is added as follows:
“2.4.11        Notwithstanding Section 2.4.2, and subject to Section 6.2.5, if the Seller meets the Option Criteria (as defined below) as at the first day of the calendar month in which the Quarterly Date occurs and no Default or Event of Default has occurred and is continuing, the Seller may, at its option, defer the requirement to deliver the Quarterly Gold Quantity on the Quarterly Dates in 2024 to the Buyers (each instance, a “Deferral”) by delivering the applicable Adjusted Quarterly Gold Quantities (as calculated below) to the Buyers on or before September 30, 2025 in accordance with this Section 2.4.11 and the other terms of this Agreement:
(a)in order for the Seller to implement a Deferral, (i) it must be in compliance with the use of proceeds section set out in the final prospectus of the Seller dated April 25, 2024 (the “Budget”) in connection with the April 2024 Prospectus Offering and (ii) if after assuming the delivery of the applicable Quarterly Gold Quantity on the applicable Quarterly Date, the Seller would not have sufficient funds to remain in compliance with the Budget (collectively, the “Option Criteria”);
(b)provided the Option Criteria is met, in order for the Seller to implement a Deferral it shall give the Administrative Agent written notice of the proposed Deferral at least 15 Business Days prior to the applicable Quarterly Date;
(c)if a Deferral in respect of a Quarterly Date is implemented by the Seller, an amount of Refined Gold will be due to the Buyer in respect of such Deferral on or before September 30, 2025 that is equal to the Adjusted Quarterly Gold Quantity (as calculated below);
(d)the Adjusted Quarterly Gold Quantity in respect of a Quarterly Date shall be a number of ounces of Refined Gold that is equal to: (i) the Quarterly Gold Quantity that otherwise would have been payable to the Buyers on such Quarterly Date in accordance with Section 2.4.2, multiplied by the Deferral Multiplier, multiplied by the Gold Price on such Quarterly Date, divided by (ii) the lower of (A) the Gold Price on such Quarterly Date and (B) the Gold Price on the day that the Adjusted Quarterly Gold Quantity is delivered to the Buyers; and
(e)if the Seller elects to make multiple Deferrals, the Seller shall deliver the Refined Gold for each such Deferral in the order in which such Deferrals were requested ”
4.A new definition shall be added to the Prepay Agreement as follows: ““Deferral Net Equity Proceeds” means an amount equal to [Redacted – commercially sensitive information]% of the aggregate amount of net proceeds the Seller Parties receive from offerings of equity securities of the Seller, whether pursuant to an offering to the public or any other Person by private placement, prospectus or otherwise, that are completed after April 25, 2024 (other than the April 2024 Prospectus Offering) until September 30, 2025 (an “Equity Offering”), provided that at such time a notice of Deferral has been delivered in accordance with Section 2.4.11(a)).”.
5.A new definition shall be added to the Prepay Agreement as follows: ““Deferral Multiplier” means: “in the case of a Deferral, (i) in respect of a delivery that is made on or prior to June 30, 2025, [Redacted – commercially sensitive information]; and (ii) in respect of a delivery that is made after June 30, 2025, [Redacted – commercially sensitive information].”.
    



    - 3 -
6.A new Section 2.4.10 is added as follows:
“2.4.10 Within seven Business Days of the receipt of Deferral Net Equity Proceeds by a Seller Party after an Equity Offering that is completed after April 25, 2024 (other than the April 2024 Prospectus Offering) until September 30, 2025, the applicable Seller Party shall cause the amount of the Deferral Net Equity Proceeds to be repaid and applied in respect of the Deferral. In respect of the foregoing, a number of ounces of Refined Gold will be delivered to the Buyers that is equal to the Deferral Net Equity Proceeds divided by the lower of (A) the Gold Price on the Quarterly Date of the earliest Deferral and (B) the Gold Price on the day that such Refined Gold is delivered to the Buyers, with such resulting Refined Gold amount then being multiplied by the Deferral Multiplier.”.
7.A new Section 6.2.6 is added as follows:
“6.2.6     The Seller agrees that it shall hold all cash of it and its Subsidiaries on hand in a Proceeds Account or another deposit account over which the Administrative Agent has an account control agreement and in no other account except to the extent it may be required to transfer cash through other accounts on a temporary basis in order to facilitate payroll and other payments in the ordinary course of business in accordance with the Budget. In addition, the Seller shall at all times maintain in such accounts a minimum cash balance in aggregate of, for the purposes of the date hereof until June 30, 2025, the greater of (i) $[Redacted – commercially sensitive information] and (ii) the total costs and expenses projected to be incurred over the upcoming three month rolling period throughout the term of the Budget; and for the purposes of June 30, 2025 until September 30, 2025, the total costs and expenses projected to be incurred over such three month rolling period of the Budget. The Seller agrees that cash will only be withdrawn from the Proceeds Account if it is necessary to fund expenses outlined in the Budget or to satisfy obligations to the Buyers under this Agreement. Once withdrawn, such cash will be incurred for the foregoing expenses within seven Business Days of withdrawal and will only be withdrawn if the foregoing minimum cash balance continues to remain satisfied after the withdrawal.”.
8.A new Section 6.12 is added as follows:
“6.12     Advisor and Budgeting Matters”
6.12.1 Within 10 Business Days of a request of the Administrative Agent, the Seller shall appoint a service provider that is acceptable to and has been approved by the Administrative Agent (the “Service Provider”) for the purposes of administering matters under this Agreement as may be reasonably requested by the Administrative Agent.
6.12.2 The Seller agrees to comply with the Budget. The Service Provider will review the Budget with the Seller on a monthly basis and report on any non-compliance thereunder until the earlier of (i) June 30, 2025, if the Seller is not exercising a Deferral in respect of the June 30, 2025 Quarterly Date and it has delivered all Quarterly Gold Quantities (in the case of Quarterly Dates where a Deferral is not exercised) and Adjusted Quarterly Gold Quantities (in the case of Quarterly Dates where a Deferral is exercised) owing to the Buyers up to and including June 30, 2025; and (ii) September 30, 2025 (the "Deferral Covenant End Date"). The Seller will direct the Service Provider to give prompt notice to the Administrative Agent upon it becoming aware of any non-compliance with the Budget prior to the Deferral Covenant End Date or material increase in the Budget prior to the Deferral Covenant End Date that has not been approved Administrative Agent. Until the Deferral Covenant End Date, the Seller will direct the Service Provider to provide weekly cash reports to the Administrative Agent that provide reasonable detail in respect thereof, including reporting on the Seller’s cash balance and accounts payable.
    



    - 4 -
6.12.3 If the Seller reasonably estimates that there will be a material increase in the aggregate costs and expenses compared to what was projected in the Budget prior to the Deferral Covenant End Date, it shall give the Administrative Agent notice within 10 days of determining there will be such material increase. The aforementioned cost and/or expense increase shall only be permitted to be made to the Budget if it is consented to in writing by the Administrative Agent, acting reasonably. If the Administrative Agent does not provide such consent, the Seller shall not be permitted to incur such increased costs and/or expenses.
Article 3
HEDGE AMOUNTS
1.Hedge Amounts and Deferral Fee.
On the first Deferred Delivery Date described above, the Seller shall make a one-time payment of US$[Redacted – commercially sensitive information] to the Administrative Agent by wire transfer of immediately available funds to an account or accounts designated in writing by Administrative Agent to the Seller.
Upon the implementation of a Deferral, the Seller shall pay to the Administrative Agent in cash, within two Business Days of the Quarterly Date in respect of the Deferral, the aggregate amount (inclusive of all costs and expenses) of all amounts incurred by the Administrative Agent and/or the Buyers to settle any existing hedging arrangements that the Administrative Agent or the Buyers had in place in connection with the planned delivery of Quarterly Gold Quantity on such Quarterly Date (the “Hedge Amount”). Within one Business Day of such Quarterly Date, the Administrative Agent will provide the Seller with its good faith calculation of the Hedge Amount.
Article 4
CONDITION PRECEDENT
1.Conditions Precedent.
This agreement shall not become effective until:
(a)the Administrative Agent has received from the Seller all costs and expenses owing to the Administrative Agent and the Buyers as of the date hereof (with such amount being confirmed by the Seller and the Administrative Agent prior to the date hereof);
(b)the Purchasers under the Stream Agreement shall have consented to this agreement; and
(c)the Seller, the Buyers and the Administrative Agent have executed and delivered this agreement.
Article 5
MISCELLANEOUS
1.Future References to the Prepay Agreement.
On and after the date of this agreement, each reference in the Prepay Agreement to "this agreement", "hereunder", "hereof", or words of like import referring to the Prepay Agreement, and each reference in any related document to the "Prepay Agreement", "thereunder", "thereof", or words of like import referring to the Prepay Agreement, shall mean and be a reference to the Prepay Agreement as amended hereby.
    



    - 5 -
The Prepay Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
2.Governing Law.
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Events of Default.
Notwithstanding any provision of the Prepay Agreement, there shall be no cure period for breach of any covenants contained in this Amending Agreement (which includes, for greater certainty, those provisions amended in the Prepay Agreement pursuant to this Amending Agreement) and any breach of such covenants will constitute an immediate Event of Default.
4.Inurement.
This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.Conflict.
If any provision of this agreement is inconsistent or conflicts with any provision of the Prepay Agreement, the relevant provision of this agreement shall prevail and be paramount.
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.
7.Counterparts.
This agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]

    



        
IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

i-80 GOLD CORP.
By:
(signed) “Ewan Downie”
Name: Ewan Downie
Title: Chief Executive Officer

By:
Name:
Title:


OMF FUND III (HG) LTD., as Administrative Agent and Buyer
By:
(signed) “Garth Ebanks”
Name: Garth Ebanks
Title: Director
By:
Name:
Title:

    


EX-10.8 13 ex108i-80oriongoldprepayag.htm EX-10.8 Document
        Execution Version
Exhibit 10.8
SIDE LETTER AGREEMENT
THIS AGREEMENT dated as of the 28th day of June, 2024.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the "Seller")
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
(herein called the "Administrative Agent")
WHEREAS the Seller, the Administrative Agent, the Guarantors and the Buyers entered into an amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023 (as amended by a first amending agreement dated as of March 28, 2024 and a second amending agreement dated as of April 25, 2024 (the "Prepay Agreement");
AND WHEREAS the parties hereto wish to enter into this letter agreement in respect of the Prepay Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Prepay Agreement.
Article 2
DELIVERIES
1.Deliveries.
1.Notwithstanding Section 2.4.2, the Quarterly Gold Quantity that otherwise would have been fully payable to the Buyers on June 30, 2024 (the “Aggregate Delivery Amount”) shall be delivered in accordance with this Section 2.1. The Seller agrees to deliver a [Redacted – commercially sensitive information] to the Buyers on or before July 1, 2024, with such amount that is delivered being the “June Delivery Amount” and the difference between the Aggregate Delivery Amount and the June Delivery being the “Deferred Amount”. The Seller further agrees to deliver the Deferred Amount in ounces of Refined Gold to the Buyers on or before August 31, 2024.
2.In consideration for the adjustment to the delivery mechanics as provided for in Section 2.1.1 above, on or prior to July 3, 2024, the Seller shall pay the Buyers a cash fee equal to: the Deferred
    


    - 2 -
Amount multiplied by the Gold Price as at June 28, 2024 multiplied by [Redacted – commercially sensitive information]% (the “Deferral Fee”). In the event that the Deferral Fee is not paid to the Buyers by July 3, 2024, the Deferred Amount will become due on July 4, 2024.
HEDGE AMOUNTS
2.Hedge Amounts.
The Seller shall pay to the Administrative Agent in cash, on or before July 3, 2024, the aggregate amount (inclusive of all costs and expenses) of all amounts incurred by the Administrative Agent and/or the Buyers to settle any existing hedging arrangements that the Administrative Agent or the Buyers had in place in connection with the planned delivery of the Aggregate Delivery Amount on June 30, 2024 (the “Hedge Amount”). On or before July 2, 2024, the Administrative Agent will provide the Seller with its good faith calculation of the Hedge Amount.
Article 3
MISCELLANEOUS
1.Prepay Agreement.
Other than as provided for herein, this letter agreement does not (i) constitute a waiver of compliance by the Buyers with respect to any other term, provision or condition of the Prepay Agreement or any document related thereto, or any other instrument or agreement referred to therein. or (ii) prejudice any right or remedy that the Buyers may now have or may have in the future under or in connection with the Prepay Agreement or any document related thereto, or any other instrument or agreement referred to therein. For greater certainty, all terms of the Prepay Agreement shall apply in respect of any future deliveries of Refined Gold pursuant to the Prepay Agreement, including, but not limited to, the application of the Deferral Multiplier mechanics.
2.Governing Law.
This letter agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Events of Default.
Notwithstanding any provision of the Prepay Agreement, there shall be no cure period for breach of any covenants contained in this letter agreement and any breach of such covenants will constitute an immediate Event of Default.
4.Inurement.
This letter agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.Conflict.
If any provision of this letter agreement is inconsistent or conflicts with any provision of the Prepay Agreement, the relevant provision of this letter agreement shall prevail and be paramount.
    



    - 3 -
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this letter agreement and to each and every provision hereof.
7.Counterparts.
This letter agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]

    



        
IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

i-80 GOLD CORP.
By:
(signed) “Ryan Snow”
Name: Ryan Snow
Title: Chief Financial Officer

By:
(signed) “Ewan Downie”
Name: Ewan Downie
Title: Chief Executive Officer
I have the authority to bind the Corporation.


OMF FUND III (HG) LTD., as Administrative Agent and Buyer
By:
(signed) “Dov Lader”
Name: Dov Lader
Title: Director
By:
Name:
Title:















[Signature Page to the Side Letter]
    


EX-10.9 14 ex109i-80oriongoldprepayag.htm EX-10.9 Document
    Execution Version

Exhibit 10.9
WAIVER AND AMENDING AGREEMENT
THIS AGREEMENT dated as of the 31st day of December, 2024.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the “Seller”)
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
(herein called the “Administrative Agent”)
WHEREAS the Seller, the Administrative Agent, the Guarantors and the Buyers entered into an amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023, as amended by an amending agreement dated as of April 25, 2024 (the “April Amendment”) and as supplemented by a side letter agreement dated as of June 28, 2024 (collectively, the “Prepay Agreement”);
AND WHEREAS Section 6.2.6 of the Prepay Agreement requires that the Seller at all times maintain in a Proceeds Account or another deposit account over which the Administrative Agent has an account control agreement a minimum cash balance in the aggregate of, until June 30, 2025, the greater of (i) $[Redacted – commercially sensitive information] and (ii) total costs and expenses projected to be incurred over the upcoming three month rolling period through the term of the Budget (as defined in the Prepay Agreement) (the “June Minimum Cash Requirement”);
AND WHEREAS the Seller has requested that the Majority Buyers waive the June Minimum Cash Requirement and the Majority Buyers are agreeable to waiving the June Minimum Cash Requirement, subject to the terms and conditions hereof;
AND WHEREAS the parties hereto wish to amend Section 9.2.1(b) of the Prepay Agreement in order to correct an error in the use of a defined term therein;
AND WHEREAS as a condition of the deferrals provided under the Prepay Agreement and the Stream Agreement by the Majority Buyers and Majority Purchasers (as defined in the Stream Agreement), as applicable, and the extension to the Maturity Date (as defined in the Orion Convertible Credit Agreement), the related issuance of common share purchase warrants of the Seller to the Lender (or an Affiliate thereof) under the Orion Convertible Credit Agreement and the waiver being provided in connection with the Orion Convertible Credit Agreement, the Seller has agreed to provide certain security in favour of OMF Fund III (F) Ltd., as administrative agent under the Orion Convertible Credit Agreement (or an Affiliate thereof or a professional third party collateral agent acting as collateral agent for the lenders under the Orion Convertible Credit Agreement) to secure the obligations under the Orion Convertible Credit Agreement on a pari passu basis with Stream Collateral Agent under the Stream Agreement subject to the terms hereof;




    - 2 -
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
“Convertible Administrative Agent” means OMF Fund III (F) Ltd. and its successors and permitted assigns.
“Convertible Personal Property Security” means the personal property security to be delivered by the Credit Parties in favour of the Convertible Administrative Agent or its Affiliate or third party collateral agent including, without limitation, (a) a security agreement from each Credit Party, (b) a pledge agreement from each Credit Party, (c) an assignment of proceeds of any property insurance policy from each Credit Party, and (d) a specific assignment of Material Contracts that any Credit Party is party to or bound by, together with applicable acknowledgements from the counterparties thereto, in each case form and substance satisfactory to the Convertible Administrative Agent.
“Convertible Real Property Security” means (a) a deed of trust and UCC financing statement governed by Nevada law by the Ruby Hill Owner to the Convertible Administrative Agent or its Affiliate or third party collateral agent; (b) a deed of trust and UCC financing statement governed by Nevada law by the Granite Creek Owner to the Convertible Administrative Agent or its Affiliate or third party collateral agent; and (c) any subordination or other instruments prepared and held from time to time by the Convertible Administrative Agent or its Affiliate or third party collateral agent, in each case form and substance satisfactory to the Convertible Administrative Agent.
“Credit Parties” has the meaning ascribed to such term in the Orion Convertible Credit Agreement.
“New Offtake Agreement” means a fixed six year term precious metals offtake agreement to be entered into between the Seller and its applicable Affiliates and the Administrative Agent (or its designated Affiliates) that will apply upon expiration of the current Offtake Agreement on December 31, 2028 in respect of [Redacted – commercially sensitive information]% of the precious metals production from the Granite Creek Project and the Ruby Hill Project, with the quotational period being substantially similar to that in the Offtake Agreement and metals delivery being completed via metal credits, or to be cash settled in the event that the delivery of metal credits is not reasonably practicable, in form similar to the existing Offtake Agreement and satisfactory to the Administrative Agent, acting reasonably.
All other capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Prepay Agreement.
    



    - 3 -
Article 2
WAIVER
1.Waiver.
1.Subject to the terms and conditions herein contained, the Administrative Agent, acting upon the instruction of and on behalf of the Majority Buyers, hereby waives:
(a)the June Minimum Cash Requirement until March 31, 2025, subject to extension by the Majority Buyers in their sole and absolute discretion; provided that any financing to be obtained by the Seller (other than via the Seller’s at-the-market equity program) on or prior to March 31, 2025 shall be subject to the prior written consent of the Administrative Agent, acting reasonably; and
(b)any Default or Event of Default under the Gold Prepay Agreement that would result from a default or event of default under (i) the Silver Stream Agreement and (ii) the Orion Convertible Credit Agreement as a result of a failure to comply with the June Minimum Cash Requirement on or prior to the date hereof.
2.The foregoing waiver shall not constitute a waiver of any defaults, covenants or other terms of conditions of the Prepay Agreement or the rights and remedies of the Administrative Agent or the Buyers or with respect to any (including any future) non-compliance with any such covenants or other terms or conditions of the Prepay Agreement.
Article 3
AMENDMENTS TO PREPAY AGREEMENT
1.General Rule.
Subject to the terms and conditions herein contained, the Prepay Agreement is hereby amended to the extent necessary to give effect to the provisions of this Agreement and to incorporate the provisions of this Agreement into the Prepay Agreement.
2.Amendments.
1.Section 1.1.157(i) is hereby deleted in its entirety and replaced with the following:
“(i)    the Encumbrances securing the obligations under the Stream Agreement and the Orion Convertible Credit Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement;”
2.Section 2.4.11 is hereby deleted in its entirety and replaced with the following:
“2.4.11 Notwithstanding Section 2.4.2, and subject to Section 6.2.7, the Quarterly Gold Quantity that otherwise would have originally been payable to the Buyers on December 31, 2024 (the “December Delivery”) may be delivered without penalty on or before March 31, 2025 (the “Deferred Delivery”). This Deferred Delivery would be made in addition to the Quarterly Gold Quantity amount already owing on the March 31st, 2025 Quarterly Date (such total aggregate amount in respect of the Deferred Delivery and the March 31, 2025 Quarterly Date delivery being [Redacted – commercially sensitive information] to be delivered on March 31, 2025) and in order for the Seller to implement the Deferred Delivery, the Seller must: (i) be in compliance with the Budget delivered pursuant to Section 6.2.7, as confirmed by the Administrative Agent, (ii) raise sufficient equity funding pursuant to a financing (the “Deferred Delivery Budget Financing”) to satisfy the Budget requirements from January 31, 2025 through to March 31, 2025 by no later than January 31, 2025, provided that binding terms of such Deferred Delivery Budget Financing are publicly announced by the Seller on or prior to January 15, 2025, with the foregoing being on terms satisfactory to the Administrative Agent, and (iii) maintain compliance with Section 6.2.6 from the date on which the Seller receives proceeds of the Deferred Delivery Budget Financing until March 31, 2025.”
    



    - 4 -
3.Section 2.4.10 is hereby deleted in its entirety from the Prepay Agreement and replaced with “Reserved”.
4.Section 6.2.6 is hereby deleted in its entirety and replaced with:
“6.2.6 The Seller agrees that it shall hold all cash of it and its Subsidiaries on hand in a Proceeds Account or another deposit account over which the Administrative Agent has an account control agreement and in no other account except to the extent it may be required to transfer cash through other accounts on a temporary basis in order to facilitate payroll and other payments in the ordinary course of business in accordance with the Budget. In addition, the Seller shall at all times maintain in such accounts a minimum cash balance of $[Redacted – commercially sensitive information]. The Seller agrees that cash will only be withdrawn from the Proceeds Account if it is necessary to fund expenses outlined in the Budget or to satisfy obligations to the Buyers under this Agreement. Once withdrawn, such cash will be incurred for the foregoing expenses within seven Business Days of withdrawal and will only be withdrawn if the foregoing minimum cash balance continues to remain satisfied after the withdrawal.”
5.A new section 6.2.7 is hereby added as follows:
“6.2.7     The Seller shall, and shall cause each of the other Seller Parties to, satisfy each of the following as a condition to the Deferred Delivery:
(i) on or prior to December 31, 2024, deliver a detailed budget for the 2025 Fiscal Year (the "Budget") to the Administrative Agent, in form and substance satisfactory to the Administrative Agent;
(ii) from the date hereof until March 31, 2025, provide weekly updates to the Budget to the Administrative Agent on the Friday of every week, in form and substance satisfactory to the Administrative Agent acting reasonably, that includes (A) details on the cash balances in each bank account of the Seller and its Subsidiaries, (B) a schedule of funds raised under the Seller’s at-the-market equity program and the remaining amount of funds available to be raised under such program, (C) a cash flow forecast, and (D) a monthly reconciliation analysis of actual vs. budgeted expenses per the Budget;
(iii) on or before March 31, 2025, provide a detailed report to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, which summarizes strategic initiatives, plans and solutions being taken by the Seller to raise capital in the 2025 Fiscal Year;
(iv) on or before January 15, 2025, amend and restate the Orion Convertible Credit Agreement to, inter alia, add any representations and warranties, covenants, events of default or other provisions necessary for the security to be granted in connection with the Orion Convertible Credit Agreement, in form and substance satisfactory to the Administrative Agent; provided that such terms and provisions shall be consistent with those included in this Agreement; (v) on or before January 15, 2025, enter into the Convertible Personal Property Security, in similar form and substance to the existing security granted to the Majority Buyers under this Agreement and the Majority Purchasers under the Stream Agreement and satisfactory to the Administrative Agent;
    



    - 5 -
(vi) on or before March 31, 2025, enter into the Convertible Real Property Security, in similar form and substance to the existing security granted to the Majority Buyers under this Agreement and the Majority Purchasers under the Stream Agreement and satisfactory to the Administrative Agent;
(vii) on or before March 31, 2025, amend and restate the Intercreditor Agreement in connection with the Convertible Personal Property Security and the Convertible Real Property Security, in form and substance similar to existing security granted to Majority Buyers under this Agreement and the Majority Purchasers under the Stream Agreement and satisfactory to the Administrative Agent; and
(viii) on or before January 31, 2025, enter into the New Offtake Agreement.
It is acknowledged that item (i) has been satisfied as of December 11, 2024. In the event that any of the foregoing (ii) through (viii) are not completed in accordance with the foregoing section on terms satisfactory to the Administrative Agent, the Deferred Delivery will be automatically terminated and the December Delivery will become immediately due and payable.”
6.Section 9.2.1(b) is hereby amended nunc pro tunc by deleting the words “Voluntary Repayment Quantity” and replacing those words with “Mandatory Repayment Quantity”.
Article 4
CONDITION PRECEDENT
1.Conditions Precedent.
This Agreement shall not become effective until:
(a)the Purchasers’ Agent (as defined in the Stream Agreement) and the Majority Purchasers under the Stream Agreement shall have consented to this Agreement pursuant to the terms of the Stream Agreement and the Intercreditor Agreement;
(b)the Seller, the Buyers and the Administrative Agent have executed and delivered this Agreement; and
(c)the Seller has paid all costs and expenses due pursuant to Section 5.7 hereof.
Article 5
MISCELLANEOUS
1.Future References to the Prepay Agreement.
On and after the date of this Agreement, each reference in the Prepay Agreement to "this Agreement", "hereunder", "hereof", or words of like import referring to the Prepay Agreement, and each reference in any related document to the "Prepay Agreement", "thereunder", "thereof", or words of like import referring to the Prepay Agreement, shall mean and be a reference to the Prepay Agreement as amended hereby.
    



    - 6 -
The Prepay Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

2.Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Events of Default.
Notwithstanding any provision of the Prepay Agreement, there shall be no cure period for breach of any covenants contained in this Agreement (which includes, for greater certainty, those provisions amended in the Prepay Agreement pursuant to this Agreement) and any breach of such covenants will constitute an immediate Event of Default.
4.Inurement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.Conflict.
If any provision of this Agreement is inconsistent or conflicts with any provision of the Prepay Agreement, the relevant provision of this Agreement shall prevail and be paramount.
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this Agreement and to each and every provision hereof.
7.Costs and Expenses.
The Seller shall pay to the Administrative Agent and the Buyers on demand all reasonable and documented costs and expenses (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) incurred by the Administrative Agent and the Buyers in connection with the review, negotiation and delivery of this Agreement and any ancillary documents related hereto or contemplated within. For greater certainty, Section 3.1 of the April Amendment shall continue to apply in respect of the Deferred Delivery and the applicable Hedge Amount (as defined in the April Amendment) will be paid to the Administrative Agent in accordance with Section 3.1 of the April Amendment, provided, however, that the Hedge Amount in respect of the Deferred Delivery will be paid to the Administrative Agent on or prior to January 2, 2025. The Seller and the Administrative Agent will confirm this Hedge Amount on or prior to December 31, 2024.
8.Counterparts.
This Agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
    



    - 7 -
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first above written.

i-80 GOLD CORP.
By:
(signed) “David Savarie”
Name: Davie Savarie
Title: SVP, General Counsel


OMF FUND III (HG) LTD., as Administrative Agent and Buyer
By:
(signed) “Garth Ebanks”
Name: Garth Ebanks
Title: Director
By:
Name:
Title:





EX-10.10 15 ex1010i-80oriongoldprepaya.htm EX-10.10 Document
Exhibit 10.10
AMENDING AGREEMENT
THIS AGREEMENT dated as of the 28th day of March 2025.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the "Seller")
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
(herein called the "Administrative Agent")
WHEREAS the Seller, the Administrative Agent, the Guarantors and the Buyers entered into an amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023 (as amended by an amending agreement dated as of April 25, 2024, as supplemented by a side letter agreement dated as of June 28, 2024 and as further amended by an amending agreement dated as of December 31, 2024, the "Prepay Agreement");
AND WHEREAS the parties hereto wish to amend certain provisions of the Prepay Agreement subject to the terms hereof;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Prepay Agreement.
Article 2
AMENDMENTS TO PREPAY AGREEMENT
1.General Rule.
Subject to the terms and conditions herein contained, the Prepay Agreement is hereby amended to the extent necessary to give effect to the provisions of this Agreement and to incorporate the provisions of this Agreement into the Prepay Agreement.
2.Amendments.
1.Section 2.4.2 is hereby amended by replacing the words ", Section 2.4.10 and 2.4.11" with ", Section 2.4.10, 2.4.11 and 2.4.12".


    - 2 -
2.A new Section 2.4.12 is added as follows:
"2.4.12        Notwithstanding Section 2.4.2 and subject to the conditions in Section 2.4.11, the Quarterly Gold Quantity that otherwise would have originally been payable to the Buyers on March 31, 2025 may be delivered without penalty or before April 7, 2025; provided that if such Quarterly Gold Quantity is delivered on a date that is on or after April 1, 2025 (the date of such delivery being the "Adjusted Delivery Date") and the Gold Price on the day prior to such Adjusted Delivery Date is less than the Gold Price as at March 31, 2025, then the Quarterly Gold Quantity shall be equal to the Quarterly Gold Quantity that would have originally been payable to the Buyers on March 31, 2025 (accounting for the gross value of the delivery based on the then relevant Gold Price), adjusted with an additional amount of ounces to reflect the Gold Price on the day immediately preceding the Adjusted Delivery Date. For greater certainty, if the Gold Price on the day prior to such Adjusted Delivery Date is greater than the Gold Price as at March 31, 2025, then the Quarterly Gold Quantity shall be the amount of ounces that would have otherwise been delivered on March 31, 2025 and there shall be no adjustments to the Quarterly Gold Quantity."
3.The column labeled 3/31/2025 in Schedule 1.1.182 of the Prepay Agreement is hereby amended to read as follows: "4/07/2025".
Article 3
CONDITION PRECEDENT
1.Conditions Precedent.
This Agreement shall not become effective until:
(a)the Purchasers under the Stream Agreement and the Lenders under the Orion Convertible Credit Agreement shall have consented to this Agreement;
(b)the Seller, the Buyers and the Administrative Agent have executed and delivered this Agreement; and
(c)the Seller has paid all costs and expenses due pursuant to Section 4.7 hereof.
Article 4
MISCELLANEOUS
1.Future References to the Prepay Agreement.
On and after the date of this Agreement, each reference in the Prepay Agreement to "this Agreement", "hereunder", "hereof", or words of like import referring to the Prepay Agreement, and each reference in any related document to the "Prepay Agreement", "thereunder", "thereof", or words of like import referring to the Prepay Agreement, shall mean and be a reference to the Prepay Agreement as amended hereby. The Prepay Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
2.Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
    



    - 3 -
3.Events of Default.
Notwithstanding any provision of the Prepay Agreement, there shall be no cure period for breach of any covenants contained in this Agreement (which includes, for greater certainty, those provisions amended in the Prepay Agreement pursuant to this Agreement) and any breach of such covenants will constitute an immediate Event of Default.
4.Inurement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.Conflict.
If any provision of this Agreement is inconsistent or conflicts with any provision of the Prepay Agreement, the relevant provision of this Agreement shall prevail and be paramount.
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this Agreement and to each and every provision hereof.
7.Costs and Expenses.
The Seller shall pay to the Administrative Agent and the Buyers on demand all reasonable and documented costs and expenses (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) incurred by the Administrative Agent and the Buyers in connection with the review, negotiation and delivery of this Agreement and any ancillary documents related hereto or contemplated within.
8.Counterparts.
This Agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]

    



        
IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

i-80 GOLD CORP.
By:
(signed) “Richard Young”
Name: Richard Young
Title: CEO

By:
(signed) “David Savarie”
Name: David Savarie
Title: SVP, General Counsel


OMF FUND III (HG) LTD., as Administrative Agent and Buyer
By:
(signed) “Garth Ebanks”
Name: Garth Ebanks
Title: Director















[Signature Page to the Prepay Amending Agreement (March 2025)]
EX-10.11 16 ex1011i-80orionsilverpurch.htm EX-10.11 Document
Execution Version



Exhibit 10.11
PURCHASE AND SALE AGREEMENT (SILVER)
i-80 GOLD CORP.
as Seller
– and –
PREMIER GOLD MINES USA, INC.
OSGOOD MINING COMPANY, LLC
RUBY HILL MINING COMPANY, LLC
– and –
OMF FUND III (HG) LTD.
AND EACH OF THE OTHER PURCHASERS
FROM TIME TO TIME PARTY HERETO
as Purchasers
– and –
OMF FUND III (HG) LTD.
as Purchasers’ Agent

December 13, 2021


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TABLE OF CONTENTS

Page
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TABLE OF CONTENTS
(continued)
Page
ii-
TABLE OF CONTENTS
(continued)
Page

iii-

THIS PURCHASE AND SALE AGREEMENT (SILVER) dated as of December 13, 2021
BETWEEN:
i-80 GOLD CORP., a corporation existing under the laws of the Province of British Columbia (the “Seller”)
– and –
PREMIER GOLD MINES USA, INC., a corporation incorporated under the laws of the State of Delaware
– and –
OSGOOD MINING COMPANY, LLC, a limited liability company existing under the laws of the State of Nevada
– and –
RUBY HILL MINING COMPANY, LLC, a limited liability company existing under the laws of the State of Nevada
– and –
OMF FUND III (HG) LTD. AND EACH OF THE OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO
– and –
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, in its capacity as the Purchasers’ Agent
WITNESSES THAT:
WHEREAS the Granite Creek Owner owns and operates the Granite Creek Project and the Ruby Hill Owner owns and operates the Ruby Hill Project;
AND WHEREAS the Seller has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Seller, Refined Silver referenced to production from the Granite Creek Project and the Ruby Hill Project, subject to and in accordance with the terms and conditions of this Agreement;
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:


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Article 1
INTERPRETATION
1.1Definitions
For the purposes of this Agreement (including the recitals hereto and the Schedules), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set out below, and grammatical variations of such terms shall have corresponding meanings:
“Aboriginal” means any indigenous and/or aboriginal person(s), tribe(s) and/or band(s).
“Aboriginal Claims” means any claims, assertions or demands, written or oral, whether proven or unproven, made by any Aboriginal, or any representatives thereof, in respect of asserted or proven Aboriginal rights, Aboriginal title, treaty rights or any other Aboriginal interest in, to or affecting all or any portion of the Projects or the Project Real Property.
“Aboriginal Information” means any and all written and material oral communications and documentation, including in electronic or other form related to any (a) Aboriginal Claims, or (b) any Governmental Body, or representatives thereof, in respect of any matter, including the issuance of required permits, licences and other governmental authorizations, including any Aboriginal Claims or Aboriginal groups in relation to the Projects or the Project Real Property.
“Accrued Fees” has the meaning set out in the definition of “Early Termination Amount”.
“Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of: (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.
“Additional Amounts” has the meaning ascribed to such term in Section 13.2(a).
“Additional Deposit” has the meaning ascribed to such term in Section 3.2.
“Administrative Agent” means OMF Fund III (Hg) Ltd., in its capacity as administrative agent for the lenders under the Gold Prepay Agreement, or any successor administrative agent appointed thereunder.
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

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“Agreement” means this purchase and sale agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.
“AML Legislation” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the USA Patriot Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Applicable Laws, whether within Canada, in the United States or, to the extent applicable to the Seller or any other Project Entity, elsewhere, including any regulations, guidelines or orders thereunder.
“Annual Compliance Certificate” means a certificate signed by an authorized senior officer of the Seller, the form of which is attached to this Agreement as Schedule A.
“Annual Forecast Report” means a written report in relation to a fiscal year with respect to each Project, to be prepared by or on behalf of the Seller, including with reasonable detail:
(i)the amount and a description of planned operating and capital expenditures, including:
(A)the amount and a description of planned exploration expenditures, including a breakdown by exploration target;
(B)the amount and a reasonable description of planned development and other capital expenditures, including a breakdown of the major components thereof; and
(C)a breakdown by sustaining and non-sustaining costs; and
(ii)a forecast, based on the then current Mine Plan for each Project, for such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:
(A)the estimated tonnes and grade of Minerals to be mined;
(B)the estimated tonnes and grade of Minerals to be stockpiled; and
(C)the estimated tonnes and grade of Minerals to be processed, and expected recoveries for silver.
“Annual Metal Delivery Coverage Ratio” means, at any time, for a calendar year, the ratio of (A) the sum of (i) the aggregated estimated number of ounces of gold contained in Minerals and Other Minerals to be produced from the Projects for such calendar year as set out in the Mine Plans for the Projects that are in effect at such time and have been adopted in compliance with this Agreement, plus (ii) the aggregated estimated number of ounces of gold expected to be available to the Seller from other sources satisfactory to the Purchasers, acting reasonably, to satisfy its obligations under this Agreement and the Gold Prepay Agreement in such calendar year, to (B) the sum of (i) the aggregate amount of ounces of gold in the Quarterly Gold Deliveries that, for such calendar year, are required to be made to the buyers under the Gold Prepay Agreement, plus (ii) the Gold Equivalent Annual Minimum Delivery Amount for such calendar year.

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“Annual Minimum Delivery Amount” has the meaning set out in Section 2.7.
“Annual Operations Report” means a written report prepared by or on behalf of the Seller in relation to a fiscal year, which report shall include all material information pertaining to the development and operations of each Project, including the following information for such fiscal year:
(i)the information required to be included in Monthly Production Reports hereunder, except on an annualized basis for such year or as at the end of such year, as applicable;
(ii)a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) as of the end of such fiscal year;
(iii)a review of the exploration, development, construction and operating activities for such fiscal year, including:
(A)the amount and a description of exploration expenditures, including a breakdown by exploration target, and variances from projected exploration expenditures, and a report on the result of exploration activities conducted during such fiscal year, including all geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys;
(B)the amount and a description of operating and capital expenditures (excluding exploration expenditures), including a breakdown of the major components thereof, and variances from projected operating and capital expenditures;
(C)a report on any material issues or departures from that contemplated by the Mine Plan for each Project, as the Mine Plan existed as of the first day of such fiscal year; and
(D)any actual or expected materially adverse impact on development or production or recovery of silver, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and
(iv)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.

- 5 -
The Annual Operations Report shall also contain a report on any Encumbrances placed on the Project Property during the applicable year securing amounts greater than $[Redacted – commercially sensitive information] in the aggregate, other than the Security.
“Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada), and the United States Foreign Corrupt Practices Act of 1977, and all other laws, rules, and regulations of any jurisdiction applicable to any Group Member from time to time concerning or relating to bribery or corruption.
“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Group Members (which shall include United States Foreign Corrupt Practices Act compliance) adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with this Agreement.
“Applicable Law” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Body in any case applicable to any specified Person, property, transaction or event, or any such Person’s property or assets.
“Arbitration Rules” means the International Arbitration Rules of the International Centre for Dispute Resolution.
“Associate” has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.
“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.
“Board” means the board of directors of the Seller.
“Borealis Facility” means the ore processing facility located in Mineral County, Nevada, which, as at the date hereof, is owned by Borealis Mining Company, LLC, an Affiliate of Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC.
“Buffalo Mountain Project” means the Buffalo Mountain mining project in Humboldt County, Nevada, as described in the Exchange Agreement.
“Business Day” means any day, other than a Saturday, Sunday or statutory holiday in any one of Toronto, Ontario, New York City, New York, or Vancouver, British Columbia, or a day on which banks are generally closed in any one of those cities.
“Capital Lease Obligation” means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS, is required to be capitalized.

- 6 -
“Cash Purchase Price” means, in respect of each delivery of Refined Silver by the Seller to the Purchasers hereunder, [Redacted – commercially sensitive information]% of the Silver Market Price on the day immediately preceding the Date of Delivery of such Refined Silver.
“Change in Law” has the meaning ascribed to such term in Section 13.2(d).
“Change of Control” of a Person (the “Subject Person”) means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of securities, the result of which is that any other Person or group of other persons acting jointly or in concert for purposes of such transaction acquires control, directly or indirectly, of the Subject Person; provided that a Change of Control of any Group Member shall not include a change in the beneficial ownership of voting securities of the Seller, or acquisition of control of the Seller, if the common shares of the Seller were listed on a public securities exchange immediately prior to the completion of such transaction.
“Closing Date” means the date on which all of the conditions precedent set forth in Section 3.4 are satisfied by the Stream Parties or waived by the Purchasers.
“Collateral” means (a) the equity and intercompany debt pledged pursuant to the Pledge Agreements, and (b) the Granite Creek Project Property and the Ruby Hill Project Property, and all of the other presently held and future acquired undertaking, property and assets of the Stream Parties charged or intended to be charged pursuant to the Security Documents. For greater certainty, Excluded Assets shall not be Collateral.
“Completion Date” for a Project means [Redacted – commercially sensitive information].
“Confidential Information” has the meaning set out in Section 6.13(a).
“Construction Budget” for a Project means the budget for the construction of the Project approved by the Board at the time of a positive construction decision, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
“Contingent Value Rights Agreement” means the contingent value rights agreement among Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, Premier Gold and the Seller dated as of April 14, 2021.
“Contract” means any agreement, contract, lease, licence, concession, option, indenture, mortgage, deed of trust, debenture, note or other instrument, arrangement, understanding or commitment, whether written or oral.
“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.
“Convertible Debt Agreements” means the Orion Convertible Credit Agreement, and additional convertible credit agreements with a principal amount not to exceed $[Redacted – commercially sensitive information] and on terms and conditions no more favourable to the lender than the terms and conditions of the Orion Convertible Credit Agreement, provided such additional convertible credit agreements are executed and fully funded on or prior to [Redacted – commercially sensitive information].

- 7 -
“Corrective Action Plan” means a plan to correct and remedy all non-compliance by the Projects with Environmental Law, the ICMM Guidelines, the HSEC Policy and any adverse effects resulting from same.
“Covenant Release Date” means the later of (i) the date on which the Early Termination Amount is reduced to nil in accordance with this Agreement and (ii) the date on which the Threshold Amount has been delivered.
“Credit Collateral Agent” means OMF Fund III (HG) Limited in its capacity as credit collateral agent for the lenders under the Gold Prepay Facility as appointed pursuant to the Intercreditor Agreement, or any successor Credit Collateral Agent appointed thereunder.
“Date of Delivery” has the meaning ascribed to such term in Section 2.3(a).
“Debt” means, at any time, with respect to any Person:
(i)all obligations, including by way of overdraft and drafts or orders accepted representing extensions of credit, that would be considered to be indebtedness for borrowed money, and all obligations, whether or not with respect to the borrowing of money, that are evidenced by bonds, debentures, notes or other similar instruments;
(ii)the face amount of all bankers’ acceptances and similar instruments;
(iii)all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;
(iv)any capital stock of that Person, or of any Subsidiary of that Person, which capital stock, by its terms or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part;
(v)all Capital Lease Obligations, synthetic lease obligations, obligations under Sale-Leasebacks and Purchase Money Obligations;
(vi)the amount of all contingent liabilities in respect of letters of credit and similar instruments;
(vii)accounts payable and accruals that are over 120 days past due (except to the extent being contested in good faith);
(viii)obligations under any Hedging Arrangement;
(ix)contingent liabilities in respect of performance bonds, surety bonds and product warranties, and any other contingent liability, in each case only to the extent that the contingent liability is required by IFRS to be treated as a liability on a balance sheet of the Person contingently liable (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Projects, the Buffalo Mountain Project and the Lone Tree Project); and

- 8 -
(x)the amount of the contingent liability under any Guarantee in any manner of all or any part of an obligation of another Person of the type included in items (i) through (ix) above, provided that for greater certainty trade payables that do not fit the description in paragraph (vii) above shall not be considered Debt.
“Deposit” has the meaning set out in Section 3.1(a).
“Early Termination Amount” means, at any time, an amount equal to the Early Termination Balance plus all Accrued Fees at such time, where the “Early Termination Balance” and “Accrued Fees” are calculated as follows:
(i)The Early Termination Balance will initially be equal to the Deposit and will be adjusted, from time to time until the Early Termination Amount has been reduced to nil, as follows:
(1)upon each delivery of Refined Silver by the Seller pursuant to Section 2.3, the Early Termination Balance will be reduced by an amount equal to the difference between the Silver Market Price on the day immediately preceding the Date of Delivery of such Refined Silver and the Cash Purchase Price for such Refined Silver (and, once the Early Termination Balance has been reduced to nil, any remaining amount will be applied to reduce any Accrued Fees);
(2)upon any payment to the Purchasers pursuant to Section 6.8(b), the Early Termination Balance will be reduced by the same amount deducted from the Deposit pursuant to Section 6.8(b) (and, once the Early Termination Balance has been reduced to nil, any remaining amount will be applied to reduce any Accrued Fees); and
(3)an early termination fee payable on the Early Termination Balance outstanding from time to time will be calculated and accrued on the last day of each calendar month in an amount equal to the Early Termination Balance on such day divided by 12 (which amount will be prorated for any partial months) and any Accrued Fees will be added to the Early Termination Balance at the end of each calendar year.
(ii)The Accrued Fees will be the amount of early termination fees which have accrued but have not yet been added to the Early Termination Balance pursuant to paragraph (i)(3) above, subject to any reduction contemplated by paragraphs (i)(1) and (i)(2) above.
For greater certainty, once the Early Termination Amount has been reduced to nil, it shall thereafter remain nil.

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“Early Termination Balance” has the meaning set out in the definition of “Early Termination Amount”.
“Eligible Transferee” means a Qualified Project Operator, or a Person whose obligations are fully and unconditionally guaranteed by a Qualified Project Operator pursuant to an instrument in writing executed and delivered by such Person in favour of the Purchasers (in form and substance satisfactory to the Purchasers’ Agent acting reasonably).
“Encumbrance” means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation.
“Environmental Laws” means all Applicable Laws relating to the protection of the environment, natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts or the rehabilitation, reclamation and closure of lands used in connection with a Project.
“Exchange Agreement” means the exchange agreement dated as of September 3, 2021 between NGM, Goldcorp Dee LLC, Au-Reka Gold LLC and the Seller.
“Excluded Assets” means: (i) all shares issued by subsidiaries of the Seller which are not Stream Parties; (ii) all shares issued by subsidiaries of Premier Gold which are not Stream Parties; (iii) all property, assets and undertaking of the Seller other than the Seller Collateral; and (iv) all property, assets and undertaking of Premier Gold other than (A) equity interests from time to time issued by the Ruby Hill Owner or the Granite Creek Owner and (B) Debt from time to time owing by the Ruby Hill Owner or the Granite Creek Owner.
“Excluded Taxes” means:
(i)any Taxes imposed or collected by a jurisdiction by reason of a Purchaser (or any assignee of such Purchaser pursuant to Section 15.11, but with respect only to the interest of such assignee) being incorporated or resident in that jurisdiction, carrying on business in, or having a permanent establishment or a connection in that jurisdiction or participating in a transaction separate from this Agreement in that jurisdiction, in each case determined by application of the laws of that jurisdiction:
(ii)U.S. withholding tax imposed under FATCA; and
(iii)Taxes solely attributable to a Purchaser’s failure to comply with Section 13.2(d);
(iv)provided, however, that “Excluded Taxes” shall not include: (a) any stamp, registration, or similar Taxes arising solely as a result of a Purchaser entering into, or performing its obligations under, this Agreement or any other Stream Document, or receiving deliveries or payments under this Agreement or any other Stream Document, or

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(b) any Taxes arising solely as a result of a Purchaser enforcing rights under this Agreement or any other Stream Document.
“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code of 1986, or any associated regulations or other official guidance as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with).
“Financial Assistance” given by any Person (the “Financial Assistance Provider”) to or for the account or benefit of any other Person (the “Financial Assistance Recipient”) means any direct or indirect financial assistance of any nature, kind or description whatsoever (by means of loan, Guarantee or otherwise) of or from such Financial Assistance Provider, or of or from any other Person with recourse against such Financial Assistance Provider or any of its property, to or for the account or benefit of the Financial Assistance Recipient (including Investments in a Financial Assistance Recipient, Acquisitions from a Financial Assistance Recipient, and gifts or gratuities to or for the account or benefit of a Financial Assistance Recipient).
“Financial Statements” means the audited consolidated financial statements of the Seller as at and for the year ended December 31, 2020, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated interim financial statements of the Seller as at and for the three and nine-month periods ended September 30, 2021, which form part of the Public Disclosure Documents.
“General Security Agreement” means an agreement pursuant to which the grantor grants a security interest to the Stream Collateral Agent on behalf of the Purchasers in all of its presently held and future acquired Collateral.
“Gold Equivalent Annual Minimum Delivery Amount” for a calendar year means a number of ounces of gold equal to the Annual Minimum Delivery Amount of silver for such calendar year multiplied by [Redacted – commercially sensitive information].
“Gold Prepay Agreement” means the credit agreement dated the date hereof between the lenders thereto and the Seller, as borrower, providing for the Gold Prepay Facility.
“Gold Prepay Facility” means the secured loan facility provided for by the Gold Prepay Agreement making $45,000,000 of financing available to the Seller in connection with the Ruby Hill Acquisition.
“Good Industry Practice” means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the Canadian and U.S. mining industries engaged in the same type of undertaking under the same or similar circumstances.
“Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

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“Granite Creek Owner” means Osgood Mining Company, LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.
“Granite Creek Project” means the Granite Creek mining project, formerly known as the Getchell mining project, located in Humboldt County, Nevada, as described in the Granite Creek Technical Report.
“Granite Creek Project Property” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Granite Creek Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: (i) the Granite Creek Project Real Property and Minerals and other minerals produced from the Granite Creek Project Real Property; (ii) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Granite Creek Project; (iii) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (iv) all books and records of the Group Members related to any of the foregoing.
“Granite Creek Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Granite Creek Project (which as of the date hereof, are as set forth in Schedule D), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Granite Creek Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously. The Granite Creek Project Real Property is depicted on the map attached at Schedule D.
“Granite Creek Technical Report” means the technical report titled “Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, U.S.A.” dated November 8, 2021 with an effective date of May 4, 2021, prepared by Global Resource Engineering Ltd.
“Group Members” means, collectively, the Seller and its Subsidiaries from time to time, including the Project Entities, and “Group Member” means any one of them.
“Guarantee” means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, letter of credit, lease, dividend or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof.

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The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.
“Guarantors” means, collectively, any Person (other than the Seller) that holds or acquires directly or indirectly any interest in the Ruby Hill Project or the Granite Creek Project, other than any Person holding an interest in such Project solely through its interests in the Seller, and “Guarantor” means any one of them, as the context may require. As of the date hereof, the Guarantors are Premier Gold, the Ruby Hill Owner and the Granite Creek Owner.
“Hazardous Substances” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos.
“Hedging Arrangement” means any interest rate, currency, equity or commodity swap, hedge, derivative, forward sale or similar arrangement;
“HSEC Policy” means the integrated health, safety, environmental and community policies and operating guidelines for the Projects adopted by the Board.
“ICMM Guidelines” means the International Council on Mining & Metals Mining Principles, as amended, supplemented or superseded from time to time.
“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.
“Inchoate Lien” means, with respect to any property or asset of any Person, the following liens:
(i)any lien for Taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings and for which a reasonable reserve satisfactory to the Purchasers’ Agent has been provided; and
(ii)undetermined or inchoate liens, privileges or charges incidental to current operations which have not been filed (or are not required to be filed) pursuant to law against such Person’s property or assets or which relate to obligations not due or delinquent.
“Indemnified Other Tax” has the meaning ascribed to it in Section 13.2(b).

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“Indemnified Tax” means any Indemnified Other Tax or Indemnified Withholding Tax.
“Indemnified Withholding Tax” has the meaning ascribed to it in Section 13.2(b).
“Initial Term” has the meaning ascribed to such term in Section 4.1(a).
“Intercreditor Agreement” means the intercreditor agreement dated the date hereof among the Administrative Agent, on behalf of the lenders under the Gold Prepay Agreement, the Purchasers’ Agent on behalf of the Purchasers, the Credit Collateral Agent, the Stream Collateral Agent, the Seller and the Guarantors, as the same may be amended, modified, supplemented or replaced from time to time.
“Investment” means, with respect to any Person, the making by such Person of: (i) any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, (ii) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or (iii) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided that, for greater certainty, an Acquisition shall not be treated as an Investment.
“Key Transaction Agreements” means, collectively this Agreement, the Orion Convertible Credit Agreement, the Intercreditor Agreement, the Purchaser Offtake Agreement, the Subscription Agreement, Gold Prepay Agreement and the Warrant Certificate.
“Lone Tree and Buffalo Mountain Acquisition” means the acquisition of the Lone Tree Project and the Buffalo Mountain Project pursuant to the Exchange Agreement.
“Lone Tree Contingent Consideration Agreement” means the contingent consideration agreement dated as of September 3, 2021 delivered by the Seller in favour of NGM in connection with the Exchange Agreement.
“Lone Tree Guarantee” means the guarantee dated as of September 3, 2021 delivered by the Seller in favour of NGM in connection with the obligations of its affiliates under the Lone Tree Contingent Consideration Agreement.
“Lone Tree Owner” means Goldcorp Dee LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.
“Lone Tree Processing Facility” means the buildings, structures, improvements and fixtures (including fixed machinery and fixed equipment) included in the Lone Tree Project comprising the non-operating autoclave and the processing facility located at the Lone Tree mine.
“Lone Tree Project” means the Lone Tree mining project and processing facilities in Humboldt County, Nevada, as described in the Exchange Agreement.

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“Lone Tree Project Property” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Lone Tree Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: the Lone Tree Project Real Property and Other Minerals produced from the Lone Tree Project Real Property; all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Granite Creek Project; all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and all books and records of the Group Members related to any of the foregoing.
“Lone Tree Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Lone Tree Project and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Lone Tree Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
“Losses” means any and all damages, claims, losses, diminution of value, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees). Losses shall not include consequential, special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a claim by a third party.
“Majority Purchasers” means, at any time, one or more Purchasers holding a Purchaser’s Share greater than 662/3% in the aggregate.
“Material Adverse Effect” means any change, event, occurrence, circumstance, fact or effect that, when taken individually or together with all other events, occurrences, changes or effects has, or could reasonably be expected to have, a material adverse effect on:
(i)the operations, results of operations, business, affairs, properties, assets, liabilities and obligations (contingent or otherwise), capitalization or condition (financial or otherwise) of the Stream Parties, taken as a whole;
(ii)a Project, including (A) the ability of the relevant Owner to develop and operate such Project substantially in accordance with the Mine Plan in effect at the time of the occurrence of such change, event, occurrence, circumstance, fact or effect, or (B) any significant decrease to expected silver production from such Project based on the Mine Plan in effect at the time of the occurrence of such change, event, occurrence, circumstance, fact or effect; or
(iii)the ability of any Stream Party to perform its obligations under any Stream Document to which it is a party, the legality, validity, binding effect or enforceability against any Stream Party of any Stream Document to which it is a party, or the rights and remedies of the Purchasers’ Agent or Purchasers under the Stream Documents,

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provided, in each case, that it shall not include any event, change or effect resulting exclusively from (x) the announcement of the execution of this Agreement or any other Key Transaction Agreement; (y) any change in the price of the publicly listed stock of the Seller; or (z) any change in silver prices (it being understood that the underlying effects, events, facts or occurrences giving rise to any of (x), (y) or (z) that are not otherwise excluded by this proviso may be determined to constitute, or give rise to, a Material Adverse Effect).
“Material Contracts” means (i) the Contracts listed in Schedule E, (ii) the Material Project Agreements, (iii) any Contract involving the potential expenditure by or revenue to a Project Entity of more than $[Redacted – commercially sensitive information] in the aggregate or in excess of $[Redacted – commercially sensitive information] in any fiscal year (other than any Contract for Permitted Debt or a Permitted Acquisition), and (iv) any other Contract, the breach, loss or termination of which would, or could reasonably be expected to, be material to any of the Project Entities or otherwise result in a Material Adverse Effect.
“Material Project Agreements” means (i) the Contracts listed in Schedule F, and (ii) any other Project Agreement, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of a Project or otherwise result in a Material Adverse Effect relating to a Project.
“Material Project Authorization” means (i) the Project Authorizations listed in Schedule G, and (ii) any other Project Authorization, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production (including commercial production transactions) of a Project or otherwise result in a Material Adverse Effect relating to a Project.
“McCoy-Cove Project” means the McCoy-Cove Project and the Cove property, located 50 kilometres southwest of Battle Mountain, Nevada.
“McCoy-Cove Technical Report” means the technical report titled “Preliminary Economic Assessment for the Cove Project, Lander County, Nevada” dated January 25, 2021 (effective January 1, 2021), prepared by Dagny Odell, P.E., Laura Symmes, SME and T.R. Raponi of Practical Mining LLC.
“Milestone Payment Rights Agreement” means the milestone payment rights agreement between inter alia, Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC and the Seller dated as of October 15, 2021.
“Mine Plans” means the exploration, development and mine plans for each of the Projects, as applicable, each as approved by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.
“Mineral Interest” means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.

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“Minerals” until the Second Threshold Amount has been delivered, means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from any Granite Creek Project Real Property or Ruby Hill Project Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from any Granite Creek Project Real Property or Ruby Hill Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré; and, following the delivery of the Second Threshold Amount, “Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Ruby Hill Project Real Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Ruby Hill Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré.
“Monthly Operations Report” means, until the Second Threshold Amount has been delivered, a written report in respect of each Project, and thereafter, the Ruby Hill Project, prepared by or on behalf of the Seller in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or operations of each such Project, including the following information for such month:
(iv)until the Second Threshold Amount has been delivered, a review of the permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Project Schedule or the Mine Plan for each Project, as applicable, and thereafter for the Ruby Hill Project;
(v)until the Completion Date for such Project:
(1)a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);
(2)material variances of actual Project Costs from projected Project Costs in the Construction Budget;
(3)the percentage completion of the major elements of construction compared to the Project Schedule; and
(4)the anticipated Completion Date;
(vi)details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy.
(vii)The Monthly Operations Report shall also contain a report on any Encumbrances placed on, until the Second Threshold Amount has been delivered, the Project Property, and thereafter, the Ruby Hill Project Property, securing amounts greater than $[Redacted – commercially sensitive information] in the aggregate, other than the Security.
“Monthly Production Report” means, prior to the delivery of the Second Threshold Amount, a written report prepared by or on behalf of the Seller in relation to a calendar month with respect to each Project, and thereafter, with respect to the Ruby Hill Project, that contains, for such month:

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(viii)the estimated tonnes and estimated grade of Minerals mined during such month;
(ix)the estimated tonnes and estimated grade of Minerals stockpiled during such month (and the total stockpile at the end of such month);
(x)the estimated tonnes and estimated grade of Minerals processed during such month and estimated recoveries for silver;
(xi)the estimated number of ounces of silver contained in Minerals processed as of the end of such month that have not yet been delivered to an Offtaker;
(xii)a summary of deliveries made to Offtakers during such month showing, among other things, the dates of delivery, provisional Refined Silver and related available Offtaker Settlements and any final settlement adjustments made during such month including details of Offtaker Charges and calculations of the amount of Refined Silver deliverable to the Purchasers under this Agreement;
(xiii)copies of available Settlement Sheets and other Offtaker statements, invoices or receipts, or if the sharing of such documents is restricted by applicable confidentiality restrictions or Applicable Laws, such other information that will allow the Purchaser to verify the quantity of deliveries of Refined Silver and compliance with other provisions of this Agreement;
(xiv)the aggregate number of ounces of Refined Silver delivered to the Purchasers under this Agreement up to the end of such month;
(xv)a detailed calculation of the Uncredited Balance as of the end of such month; and
(xvi)such other information regarding the calculation of the amount of Refined Silver delivered to the Purchasers as the Purchasers’ Agent may reasonably request.
“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators and the companion policy thereto.
“Net Proceeds” means, with respect to the receipt of insurance proceeds under Sections 6.8(b) and 6.8(c), the aggregate cash proceeds of insurance received by any Group Member in respect of any loss, damage to or destruction of any of the Collateral after deducting therefrom all reasonable fees, costs and expenses (including legal and accounting fees) incurred in connection with the collection of such proceeds (as evidenced by supporting documentation provided to the Purchasers upon request), without deduction for any insurance premiums or similar payments, provided however that insurance proceeds arising from third-party liability insurance shall not constitute Net Proceeds under Sections 6.8(b) and 6.8(c).

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“Nevada Security Documents” means: (i) deed of trust and UCC financing statement governed by Nevada law by the Ruby Hill Owner to the trustee set out therein for the benefit of OMF Fund III (Hg) Ltd., as Stream Collateral Agent for the Purchasers; (ii) deed of trust and UCC financing statement governed by Nevada law by the Granite Creek Owner to the trustee set out therein for the benefit of OMF Fund III (Hg) Ltd., as Stream Collateral Agent for the Purchasers; and (iii) any subordination or other instruments prepared and held from time to time by the Stream Collateral Agent under Nevada law as Security Documents.
“NGM” means Nevada Gold Mines LLC.
“NGM Direct Agreement” means a direct agreement in respect of the NGM Toll Treatment Agreements, between NGM and the Stream Collateral Agent in form and substance satisfactory to the Purchasers, acting reasonably.
“NGM Toll Treatment Agreements” means, collectively, (i) the toll milling agreement among NGM, the Granite Creek Owner and Au-Reka Gold LLC effective as of October 14, 2021, and (ii) the toll milling agreement between NGM and Au-Reka Gold effective as of October 14, 2021.
“NPV Criteria” means a calculation of net present value based on (i) the future production set forth in the then current Mine Plan(s), and (ii) published Selected Commodity Analysts’ consensus annual future prices for gold and silver. For the purpose of the foregoing, “Selected Commodity Analysts” means the respective division, group or entity of each of the following, which is responsible for forecasting metal prices for gold and silver: Bank of America Merrill Lynch, BMO Capital Markets, CIBC World Markets, Credit Suisse, GMP Securities, Morgan Stanley, RBC Capital Markets, Scotia Capital, TD Securities and UBS Securities, provided that any of the foregoing that has not published a forecast for the applicable metal(s) prior to the end of the last calendar quarter shall be excluded with respect to such metal(s) and the foregoing list may be updated by the Parties, acting reasonably, in writing from time to time in order to remove and replace any institution that ceases to publish the relevant information. Where such term is used herein, the reference to consensus prices shall be determined based on the most recent forecast published by such persons.
“NPV of the Projects” means the net present value of the Group Members’ interests in the Projects based on the NPV Criteria.
“NPV of the Remaining Stream” means the net present value of the Purchasers’ rights under this Agreement based on the NPV Criteria.
“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.
“Offtake Agreement” means any agreement entered into by the Seller with any Person (i) for the sale of Minerals to such Person, or (ii) for the smelting, refining or other beneficiation of Minerals by such Person for the benefit of the Seller.
“Offtaker” means any Person that enters into an Offtake Agreement with the Seller.
“Offtaker Charges” means any and all refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, premiums, financing charges, Taxes, price participation charges, deductions based on a payable metal percentage, and/or other similar charges, deductions or expenses charged or deducted by an Offtaker and/or charged or deducted in respect of delivery to the Offtaker or to the final customer of the Seller, as the case may be (or charged to the Seller as and by way of royalty payments) regardless of whether such charges or deductions are expressed as a specific metal deduction in each case.

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“Offtaker Delivery” means the delivery of a Parcel to an Offtaker or the transfer of the entitlement to or benefit of a Parcel to an Offtaker.
“Offtaker Settlement” means (A) with respect to Minerals purchased by an Offtaker from the Seller, the receipt by the Seller of payment or other consideration from the Offtaker, whether provisional or final, or other consideration from the Offtaker in respect of any Minerals refined, smelted, or otherwise beneficiated by an Offtaker for the benefit of the Seller, including amounts received in respect of warehouse holding certificates, and (B) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of the Seller, the receipt by the Seller of marketable silver or other minerals in accordance with the applicable Offtake Agreement.
“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.
“Other Minerals” means any and all marketable metal bearing material in whatever form or state (including ore) that is mined, produced, extracted or otherwise recovered from any location that is not within the Granite Creek Project Real Property or Ruby Hill Project Real Property.
“Other Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions, unpatented mining claims or franchises held by a Group Member or required to be obtained from any Person (other than a Governmental Body) for the development and operation of the Projects, as contemplated by the current or then applicable Mine Plans.
“Orion Convertible Credit Agreement” means the convertible debt agreement dated the date hereof between the parties hereto.
“Owners” means, collectively, Ruby Hill Owner, Granite Creek Owner and Lone Tree Owner, and “Owner” means any one of them.
“Parcel” means the applicable quantity of Minerals delivered or shipped or to be delivered or shipped to an Offtaker of a particular type of product under a single shipment or delivery pursuant to the relevant Offtake Agreement.
“Parties” means the parties to this Agreement.
“Payable Silver” means, in respect of each Parcel:
(i)until a total of [Redacted – commercially sensitive information] ounces of Refined Silver (including for this purpose, any amount of Refined Silver, delivery of which is satisfied by the delivery of Refined Gold in accordance with Section 2.7) have been delivered by the Seller to the Purchasers under this Agreement, [Redacted – commercially sensitive information]% of the Reference Silver;

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(ii)thereafter and until a total of [Redacted – commercially sensitive information] ounces of Refined Silver (including for this purpose, any amount of Refined Silver, delivery of which is satisfied by the delivery of Refined Gold in accordance with Section 2.7) have been delivered by the Seller to the Purchasers under this Agreement, [Redacted – commercially sensitive information]% of the Reference Silver; and
(iii)thereafter, [Redacted – commercially sensitive information]% of the Reference Silver from the Ruby Hill Project.
“Payment” has the meaning ascribed to it in Section 13.2(a).
“Payor” has the meaning ascribed to it in Section 13.2(b).
“Permitted Acquisition” means an Acquisition by the Seller or Premier Gold (i) in which the business of the entity being acquired is (in the case of a share Acquisition) or the assets being acquired are used in or relate to (in the case of an asset Acquisition) a business engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Acquisition is not made in connection with the development, expansion or working capital requirements of one or more of the Projects, the consideration paid for such Acquisition shall not be derived from the Deposit, and provided further such Acquisition would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Stream Parties to perform and comply with their obligations under the Stream Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan.
“Permitted Asset Disposition” means, as at any particular time, a sale, transfer or other disposition of: (i) tangible personal property that is no longer required in the conduct of the business of the Project Entities or is being replaced, to a maximum aggregate amount in each fiscal year of the Seller of $[Redacted – commercially sensitive information] (whether in cash or other property); (ii) minerals pursuant to this Agreement, the Gold Prepay Agreement, the Purchaser Offtake Agreement, royalty agreements entered into (and amended, as applicable) in compliance with the terms of this Agreement or otherwise in the ordinary course of business in compliance with the terms of this Agreement, including delivery of Minerals by a Project Entity up the corporate chain to the Seller; and (iii) Abandonment Property as permitted under this Agreement.
“Permitted Debt” means:
(i)the Stream Obligations;
(ii)obligations under the Gold Prepay Agreement;
(iii)obligations of the Seller, as borrower, and the Guarantors, as guarantors, under the Convertible Debt Agreements;
(iv)Debt of the Owner secured by Encumbrances permitted pursuant to paragraph (x) of the definition of “Permitted Encumbrances” (Purchase Money Obligations and Capital Lease Obligations);

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(v)obligations under Permitted Hedging Arrangements;
(vi)Subordinated Intercompany Debt;
(vii)deposits received from customers in the ordinary course of business;
(viii)unsecured trade payables incurred in the ordinary course of business;
(ix)Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations in connection with the Projects or the Plants to the extent required by Applicable Laws or a Governmental Body;
(x)Guarantees by the Seller of Debt of a Subsidiary that, other than the Lone Tree Owner, is not a Project Entity, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by the Seller;
(xi)Guarantees by Premier of Debt of a Subsidiary that, other than the Lone Tree Owner, is not a Project Entity, provided recourse on such Guarantee is limited to the pledge of equity of such Subsidiary held by Premier;
(xii)the Waterton Payments, subject to the Waterton Subordination Agreement;
(xiii)obligations under the Lone Tree Guarantee and the Lone Tree Contingent Consideration Agreement;
(xiv)Debt of the Project Entities (other than the Granite Creek Owner and the Ruby Hill Owner) incurred for the bona fide purpose of development, operation or construction of a Project;
(xv)Debt of the Granite Creek Owner and the Ruby Hill Owner incurred for the bona fide purpose of development, operation or construction of the Granite Creek Project or the Ruby Hill Project, provided that such Debt is subordinated to the Stream Obligations, on terms and conditions satisfactory to the Purchasers;
(xvi)Debt of the Lone Tree Owner incurred for the bona fide purpose of development, operation or construction of Buffalo Mountain;
(xvii)any other Debt of the Project Entities permitted in writing by the Purchasers’ Agent; and
(xviii)any Refinancing Facility.
“Permitted Encumbrances” means, in respect of any Project Property, any of the following:
(i)Encumbrances arising from court or arbitral proceedings or any judgment rendered, claim filed or registered related thereto, provided that the judgment or claim secured thereby are being contested in good faith by such Person, adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS, execution thereon has been stayed and continues to be stayed and such Encumbrances do not result in a Seller Event of Default or materially impair the operation of the business of any Project Entity or any Project;

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(ii)good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such Encumbrances do not materially impair the operation of the business of any Project Entity or any Project;
(iii)Encumbrances made or incurred in the ordinary course of business to secure (a) workers’ compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, Order, and public and statutory obligations, or (b) the discharge of Encumbrances or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens or construction and mechanics’ and other similar Encumbrances, provided such Encumbrances do not materially impair the operation of the business of any Project Entity or any Project (which for greater certainty shall include all Encumbrances required to be delivered in connection with surety bonds in respect of the Projects and that the amount of cash collateral subject to Encumbrances for surety bonding shall not exceed $[Redacted – commercially sensitive information] without the prior consent of the Purchaser, not to be unreasonably withheld);
(iv)any development or similar agreements concerning real property of the Project Entities or the Projects entered into with a Governmental Body or public utility from time to time which do not and will not in the aggregate materially and adversely affect the Security or materially detract from the value of such property or materially impair its use in the operation of the business of the Project Entities or the Projects, and which are not violated in any material respect;
(v)any Inchoate Lien;
(vi)such minor defects as may be revealed by an up to date plan of survey of any property and any minor registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real property which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions do not in the aggregate materially detract from the value of the said properties or materially impair their use in the operation of the business of any Project Entity or the Projects;
(vii)security or deposits given to a public utility or any Governmental Body when required by such utility or Governmental Body pursuant to any Project Agreement, or in the ordinary course of business;
(viii)the Security;
(ix)Encumbrances securing the obligations under the Gold Prepay Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement, or any Refinancing Facility provided that such Encumbrances are subject to an intercreditor agreement entered into in accordance with the terms hereof;

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(x)Encumbrances securing Purchase Money Obligations and Capital Lease Obligations relating solely to the acquisition of mobile equipment necessary for the development, construction or operation of the Projects, provided that the aggregate of the Debt outstanding at any time in respect of the Purchase Money Obligations and Capital Lease Obligations referred to in this paragraph (x) shall not exceed $[Redacted – commercially sensitive information]; and provided that such Encumbrances extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and no recourse is available to any other Project Property;
(xi)Encumbrances for Taxes, assessments or governmental charges or levies not at the time due or delinquent provided that the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS and such Encumbrances do not result in a Seller Event of Default or materially impair the operation of the business of any Project Entity or any Project;
(xii)Encumbrances and charges incidental to construction or current operations (including, without limitation, carrier’s warehouseman’s, mechanics’, materialmen’s and repairmen’s liens) that have not at such time been filed pursuant to law or which relate to obligations not due or delinquent provided that the claims secured thereby are being contested in good faith and adequate reserves with respect thereto are maintained in accordance with IFRS and such Encumbrances do not result in a Seller Event of Default or materially impair the operation of the business of any Project Entity or any Project;
(xiii)the right reserved to or vested in any Governmental Body by the terms of any lease, licence, franchise, grant or permit acquired by a Project Entity or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Encumbrances do not result in a Seller Event of Default or materially impair the operation of the business of any Project Entity or any Project;
(xiv)the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Governmental Body, and such Encumbrances do not result in a Seller Event of Default or materially impair the operation of the business of the Project Entities or the Projects;
(xv)in respect of any unpatented mining claim included in any Project, the paramount title of the United States of America;
(xvi)Encumbrances on concentrates or minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing or refining arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and adequate reserves with respect thereto are maintained in accordance with IFRS and such Encumbrances do not result in a Seller Event of Default or materially impair the operation of the business of any Project Entity or any Project;

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(xvii)Encumbrances granted as credit support for Permitted Hedging Arrangements (to the extent expressly permitted by such Permitted Hedging Arrangements), subject to the execution of an intercreditor agreement by any hedge providers in form and substance satisfactory to the Purchasers’ Agent, acting reasonably;
(xviii)the Royalties as they exist as of the date hereof, or as amended following the date hereof in accordance with this Agreement;
(xix)the Encumbrances securing the obligations under the Milestone Payment Rights Agreement and the Contingent Value Rights Agreement, provided that such Encumbrances are subject to the Waterton Subordination Agreement;
(xx)the Encumbrances under the Lone Tree Guarantee consisting solely of a customary assignment and postponement of intercompany claims;
(xxi)the Encumbrances securing Debt of the Project Entities (other than the Granite Creek Owner and the Ruby Hill Owner) incurred for the bona fide purpose of development, operation or construction of a Project;
(xxii)the Encumbrances securing Permitted Debt under clause (xv) of such definition; or
(xxiii)other Encumbrances agreed to in writing by the Purchasers’ Agent,
provided, however, that no Encumbrance described in paragraphs (i) through (v) above shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money.
“Permitted Hedging Arrangements” means derivative or hedging arrangements of a Project Entity which have been entered into for bona fide business purposes, and not for speculative purposes, and (i) entered into prior to the Covenant Release Date, only pursuant to a hedging plan and policy as may be adopted by the Seller from time to time, provided that such hedging plan and policy is approved by the Purchasers’ Agent, acting reasonably, or (ii) entered into following the Covenant Release Date.
“Permitted Restricted Payments” means:
(i)payments of the Seller under the Gold Prepay Agreement, subject to the terms of the Intercreditor Agreement;
(ii)payments of the Seller under this Agreement, subject to the terms of the Intercreditor Agreement;

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(iii)payments of the Seller or the Lone Tree Owner under the Exchange Agreement, the Lone Tree Contingent Consideration Agreement or the Lone Tree Guarantee, provided that such payments are not made from proceeds of the Gold Prepay Facility, this Agreement or the Convertible Debt Agreements;
(iv)payments of the Seller under the Convertible Debt Agreements;
(v)payments among Project Entities;
(vi)regularly scheduled payments by a Project Entity in respect of Permitted Debt regarding Purchase Money Obligations and Capital Lease Obligations, Permitted Hedging Arrangements, Debt incurred for the bona fide purpose of development, operation or construction of a Project or Plant and other Permitted Debt permitted by the Purchasers’ Agent, respectively, subject to any subordination or intercreditor agreement, if applicable;
(vii)the Waterton Payments, provided that such payments are subject to the Waterton Subordination Agreement; and
(viii)required payments by the Owner in respect of Permitted Debt under paragraph (ix) of such definition regarding reclamation obligations.
“Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.
“Plants” means the processing facilities and related infrastructure at (i) the Buffalo Mountain Project, and (ii) the Lone Tree Project.
“Pledge Agreement” means an agreement pursuant to which any Stream Party pledges its equity interests in, and intercompany debt of, any Stream Party in favour of the Stream Collateral Agent.
“Premier Gold” means Premier Gold Mines USA, Inc., a corporation existing under the laws of Delaware, and its permitted successors and assigns.
“Proceeds Accounts” means (i) the US dollar bank account in the name of the Ruby Hill Owner to be provided by the Seller to the Purchasers’ Agent in writing, and (ii) US dollar bank account in the name of the Granite Creek Owner numbered [Redacted – confidential information] maintained with [Redacted – confidential information].
“Processing Facilities” means the Lone Tree Processing Facility, the Borealis Facility and any other crushing plants, processing plants and associated infrastructure and facilities of the Projects used to process Minerals.
“Project Agreements” means all Contracts listed in Schedule H and all other Contracts of any Group Member relating to (i) the ownership, lease or use of the Projects or Project Property, (ii) the development and mining operations of the Projects, (iii) the sale or disposition of mineral production from the Projects, including sales, royalty, streaming and off-take agreements and other similar arrangements, and (iv) any option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, in respect of the Project Property, or the mineral production or proceeds therefrom, in each case, whether entered into prior to or after the date of this Agreement.

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“Project Authorizations” means all Authorizations and Other Rights (including environmental Authorizations) necessary for (i) the development and mining operations of the Projects, and (ii) the ongoing operation of commercial production transactions.
“Project Costs” in respect of a Project means all capital expenditures incurred by the applicable Project Entity on a consolidated basis for the purposes of developing the Project, including escalation, contingencies, initial working capital, Taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out in the Construction Budget, and as the same may be amended from time to time in accordance with the terms hereof.
“Project Entity” means from time to time, the Seller, Premier Gold, the Ruby Hill Owner, the Granite Creek Owner and the Lone Tree Owner and any other Person (now or hereafter formed or acquired) that is an Affiliate of a Group Member that holds or acquires directly or indirectly any interest in any Project Property, other than any Person holding an interest in the Project Property solely through its interest in the Seller.
“Project Property” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Projects, whether now owned or existing or hereafter acquired or arising, including real property, personal property and Mineral Interests, and specifically including, but not limited to: (i) Project Real Property and Minerals and other minerals produced from Project Real Property; (ii) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Projects; (iii) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (iv) all books and records of the Group Members related to any of the foregoing.
“Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Projects, and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.
“Project Schedule” for a Project means the project summary schedule for the construction of the Project as delivered to the Purchaser on the date hereof, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.

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“Projects” means (i) the Granite Creek Project, (ii) the Ruby Hill Project and (iii) the Lone Tree Project, and “Project” means any one of them.
“Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Seller with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Seller’s SEDAR profile.
“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.
“Purchase Price” has the meaning set out in Section 2.5.
“Purchaser Assignment Agreement” means an assignment agreement in the form attached as Schedule I.
“Purchaser Offtake Agreement” means the amended and restated offtake agreement dated the date hereof between, among others, the purchasers thereunder and the Seller, as seller, providing for, among other things, the purchase and sale of Refined Gold.
“Purchaser’s Share” means, at any given time, in respect of each Purchaser, the percentage obtained by dividing the amount set out beside such Purchaser’s name in Schedule B, as amended from time to time in accordance with this Agreement, by the amount of the Deposit; provided that such Purchaser’s entitlement to receive any payment or delivery from the Seller or any other Group Member shall be reduced or increased, as applicable in accordance with the terms of the Agreement, on account of any Taxes applicable to such Purchaser, such that the amounts received by the other Purchasers is not affected thereby.
“Purchasers” means the Purchasers party hereto from time to time as set forth in Schedule B, as may be updated from time to time in accordance with this Agreement and “Purchaser” means any one of them, as the context so requires.
“Purchasers’ Agent” means OMF Fund III (Hg) Ltd., in its capacity as agent for the Purchasers under this Agreement, or any successor Purchasers’ Agent appointed by the Majority Purchasers in accordance with Section 12.4.
“Qualified Project Operator” means any Person that (a) has demonstrated experience in owning, managing or operating assets similar in nature to the Projects or has one or more operating or management contracts in place with one or more Persons with demonstrated experience in owning, managing or operating assets similar in nature to the Projects; and (b) either (i) has a rating that is equal to or greater than [Redacted – commercially sensitive information] from DBRS (or equivalent from another rating agency), or (ii) has a minimum Tangible Net Worth equal to $[Redacted – commercially sensitive information] or more, or (iii) in the case of an investment fund, pension plan or other similar entity, has aggregate assets under management of at least $[Redacted – commercially sensitive information], or (iv) is Controlled by a Person that has the rating specified in clause (b)(i) above, or the minimum Tangible Net Worth specified in clause (b)(ii) above, or the minimum assets under management in clause (b)(iii) above.

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“Quarterly Gold Deliveries” has the meaning given to such term in the Gold Prepay Agreement.
“Real Property” means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Project Entity and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body (which, as of the date hereof, to the extent not constituting Granite Creek Project Real Property or the Ruby Hill Project Real Property, are as set forth in Schedule AA).
“Receiving Party” has the meaning set out in Section 6.13(a).
“Reference Silver” means any and all silver in whatever form or state that is contained in Minerals in a Parcel which has been sold and delivered to an Offtaker without giving effect to any Offtaker Charges applied by the Offtaker pursuant to the relevant Offtake Agreement.
“Refinancing Facility” means any credit facility, bonds, debentures, notes or other similar instruments, the net proceeds of which are used to replace, refinance, defease or discharge the Gold Prepay Facility (or any other Refinancing Facility), provided that:
(i)the principal amount of such Debt available under such Refinancing Facility does not exceed the principal amount of the Debt so replaced, refinanced, defeased or discharged (plus the amount of all fees, and expenses and premiums incurred in connection therewith); provided that, for purposes of the foregoing, the principal amount owing under the Gold Prepay Facility shall be the “Principal Amount” (as defined in the Gold Prepay Agreement) at the time of refinancing;
(ii)such Refinancing Facility has a maturity date which is on or after the maturity date of the Debt being replaced, refinanced, defeased or discharged, and a weighted average life to maturity equal to or greater than the Debt being replaced, refinanced, defeased or discharged;
(iii)other than in connection with the refinancing of the Gold Prepay Facility, such Refinancing Facility has an interest rate which is equal to or lower than the interest rate of the Debt being replaced, refinanced, defeased or discharged, and
(iv)such Refinancing Facility is secured against no more of the Collateral than the Debt being replaced, refinanced, defeased or discharged, and, if such Refinancing Facility is secured against the Collateral, the lenders or holders thereunder have agreed to be bound by an intercreditor agreement with the Purchasers which is (x) substantially on the same terms and conditions as the Intercreditor Agreement or (y) otherwise at least as favourable to the Purchasers (as determined by the Purchasers’ Agent acting reasonably) as the Intercreditor Agreement.

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“Refined Gold” means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and otherwise conforming to the London Bullion Market Association specifications for good delivery.
“Refined Silver” means marketable metal bearing material in the form of silver bars or coins that is refined to standards meeting or exceeding 999 parts per 1,000 fine silver, and otherwise conforming to the London Bullion Market Association specifications for good delivery.
“Related Party” means, with respect to any Person (the “first named Person”), any Person that does not deal at arm’s length with the first named Person or is an Associate of the first named Person and, in the case of any Group Member includes: (a) any director, officer, employee or Associate of the Seller or any of its Affiliates, (b) any Person that does not deal at arm’s length with the Seller or any of its Affiliates, and (c) any Person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of the Seller or any of its Affiliates.
“Restricted Payment” means any payment by such Person to any other Person (a) of any dividends or any other distribution on any shares of its capital or other equity interests, (b) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares, (c) of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment pari passu with or subordinate to the Stream Obligations, or (d) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of the applicable Group Member in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the business of a Project Entity incurred by such individual in accordance with the policies in effect governing such reimbursements.
“Royalties” means the royalties set forth in Schedule J.
“Ruby Hill Acquired Entity” means the Ruby Hill Owner.
“Ruby Hill Acquired Entity Financial Statements” means the unaudited financial statements for the Ruby Hill Owner as at and for each of the fiscal years ended on December 31, 2020 and 2019, including the notes thereto and the unaudited balance sheet and statement of cash flows of the Ruby Hill Owner as at and for the three-month period ended March 31, 2021, which form part of the Public Disclosure Documents.
“Ruby Hill Acquisition” means the indirect acquisition by the Seller of the Ruby Hill Project through the acquisition of, directly or indirectly, all of the outstanding membership interest of the Ruby Hill Acquired Entity pursuant to the Ruby Hill Acquisition Agreement.
“Ruby Hill Acquisition Agreement” means the membership interest purchase agreement dated September 3, 2021 between Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC, Premier Gold and the Seller.

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“Ruby Hill Owner” means Ruby Hill Mining Company, LLC, a limited liability company existing under the laws of the State of Nevada, and its permitted successors and assigns.
“Ruby Hill Project” means the Ruby Hill mine in Eureka County, Nevada, as described in the Ruby Hill Technical Report.
“Ruby Hill Project Property” means all of the property, assets, undertaking, approvals, licenses, permits and rights of the Group Members in and relating to the Ruby Hill Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and mineral interests, and specifically including, but not limited to: (i) the Ruby Hill Project Real Property and Minerals and other minerals produced from the Ruby Hill Project Real Property; (ii) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Ruby Hill Project; (iii) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (iv) all books and records of the Group Members related to any of the foregoing.
“Ruby Hill Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions, unpatented mining claims and interests, and all surface access rights held by any Group Member relating to the Ruby Hill Project (which as of the date hereof, are as set forth in Schedule K), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Ruby Hill Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions, unpatented mining claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Group Member at any time during the term of this Agreement, whether or not such ownership or interest is held continuously. The Ruby Hill Project Real Property is depicted on the map attached at Schedule K.
“Ruby Hill Technical Report” means the report titled “NI 43-101 Report on 2021 Ruby Hill Mineral Resource Estimate, Eureka Country [sic], Nevada, USA” dated October 22, 2021 with an effective date of July 31, 2021 prepared for the Ruby Hill Owner by Wood Canada Limited.
“Sale-Leaseback” means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person (“X”) to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.
“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country Sanctions program administered and enforced by OFAC or any Canadian Governmental Body.

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“Sanctioned Person” means, (a) any Person listed in any sanctions-related list of designated Persons maintained by any Canadian Governmental Body, or (b) a Person named on the list of Specially Designated Nationals maintained by OFAC.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or any Canadian Governmental Body.
“Second Threshold Amount” means [Redacted – commercially sensitive information] ounces of Refined Silver (including for this purpose, any amount of Refined Silver, delivery of which is satisfied by the delivery of Refined Gold in accordance with Section 2.7), in the aggregate.
“Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the Toronto Stock Exchange and any other stock exchange on which securities of the Seller are traded.
“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in each of the provinces and territories of Canada in which the Seller is a reporting issuer, in the United States and in any other jurisdictions whose Securities Laws are applicable to the Seller.
“Security” means the Encumbrances granted in favour of the Stream Collateral Agent pursuant to the Security Documents.
“Security Agreement” means an agreement governed by Ontario law pursuant to which the Seller grants a security interest to the Stream Collateral Agent in all of its presently held and future acquired Collateral.
“Security Documents” means any Guarantees in favour of the Stream Collateral Agent on behalf of the Purchasers in respect of the Stream Obligations, the General Security Agreements, the Security Agreement, the Pledge Agreements, the Nevada Security Documents and any other security documents held from time to time by the Stream Collateral Agent securing or intended to secure payment and performance of the Stream Obligations, including the security described in Section 8.1.
“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.
“Seller Collateral” means (a) any and all marketable metal bearing material owned or held by the Seller, in whatever form or state, that was mined, produced, extracted or otherwise recovered from the Granite Creek Project Real Property and the Ruby Hill Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of minerals, including doré and refined gold and silver and any proceeds thereof, (b) any debts, liabilities or obligations owing by a Stream Party to the Seller, and (c) all shares from time to time issued by a Guarantor.
“Seller Event of Default” has the meaning set out in Section 10.1.

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“Settlement Sheets” means in respect of each Parcel, the Seller’s final invoice and sale documentation (or if such final documents are not available in the case of provisional payment, the relevant documents on which provisional payments have been determined) evidencing at least the amount and, if applicable, grade of silver in such Parcel.
“Shortfall Amount” has the meaning set out in Section 2.7.
“Silver Market Price” means, with respect to any day, the daily per ounce LBMA Silver Price in U.S. dollars quoted by the London Bullion Market Association (currently in partnership with CME Group and Thomson Reuters) for Refined Silver on such day or, if such day is not a trading day, the immediately preceding trading day; provided that, if the LBMA Silver Price is no longer quoted by the London Bullion Market Association, the Silver Market Price shall be determined by reference to the price of Refined Silver in the manner endorsed by the London Bullion Market Association, failing which the Silver Market Price will be determined by reference to the price of Refined Silver on a commodity exchange mutually acceptable to the Seller and the Purchasers’ Agent, acting reasonably.
“Stream Collateral Agent” means OMF Fund III (Hg) Ltd., in its capacity as collateral agent for the Purchasers hereunder as appointed pursuant to the Intercreditor Agreement, or any successor Stream Collateral Agent appointed thereunder.
“Stream Commencement Date” means April 1, 2022.
“Stream Documents” means this Agreement, the Guarantee executed by each Guarantor in favour of the Purchasers’ Agent, the other Security Documents executed by each of the Stream Parties, the Intercreditor Agreement, the Waterton Subordination Agreement, any Subordination and Postponement of Claims and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to the Purchasers, the Purchasers’ Agent for the benefit of the Purchasers or the Stream Collateral Agent in connection with this Agreement or the other Stream Documents.
“Stream Obligations” means all indebtedness, liabilities and other obligations owed to the Purchasers hereunder or under any other Stream Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising.
“Stream Parties” means the Seller and the Guarantors.
“Subordinated Intercompany Debt” means any debts, liabilities or obligations owing by a Stream Party to any other Group Member on any account and in any capacity, subordinated in accordance with the provisions of the Subordination and Postponement of Claims.
“Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Purchasers’ Agent in respect of Debt of a Stream Party owing to another Stream Party pursuant to which, among other things, the holder of such Debt agrees that such Debt will be subordinated and postponed to the Stream Obligations and that (i) no interest or principal in respect of such Subordinated Intercompany Debt shall be payable other than Permitted Restricted Payments, (ii) no Encumbrances have been or will be taken by such holder of such Debt, and (iii) no remedies will be exercised by such holder of such Debt, in each case while any Stream Obligations remain outstanding, and which shall otherwise be in form and substance satisfactory to the Stream Collateral Agent, acting reasonably.

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“Subscription Agreement” means the subscription agreement dated as of October 14, 2021 between the Seller and Orion Mine Finance Fund III LP.
“Subsidiary” means with respect to any Person, any other Person which is Controlled directly or indirectly by that Person.
“Tangible Net Worth” means, with respect to a Person, the aggregate value of all assets of such Person after eliminating from the calculation intangible assets (which includes, without limitation, all assets classified as intellectual property, goodwill or licences on the balance sheet of such Person) and future income tax benefits less the aggregate of all liabilities of such Person.
“Tax Returns” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.
“Taxes” means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto, and “Tax” shall have a corresponding meaning.
“Technical Reports” means the McCoy-Cove Technical Report, the Granite Creek Technical Report and the Ruby Hill Technical Report.
“Term” has the meaning set out in Section 4.1(a).
“Third-Party Processor” means a third party which processes ore from any of the Project pursuant to the NGM Toll Treatment Agreements or the Waterton Processing Agreement.
“Threshold Amount” means [Redacted – commercially sensitive information] ounces of Refined Silver (including for this purpose, any amount of Refined Silver, delivery of which is satisfied by the delivery of Refined Gold in accordance with Section 2.7), in the aggregate.
“Time of Delivery” has the meaning set out in Section 2.3(a).
“Transfer” means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including expropriation or other transfer required or imposed by law or any Governmental Body), whether voluntary or involuntary.
“Unanimous Purchasers” means, at any time, all of the Purchasers at such time.
“Uncredited Balance” means, at any time, the uncredited balance of the Deposit determined in accordance with this Agreement.
“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.
“Warrant Certificates” means the certificates providing for the Warrants issuable under the Subscription Agreement.

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“Warrants” means 5,500,000 common share purchase warrants of the Seller registered in the name of Orion Mine Finance Fund III LP issued on the date hereof.
“Waterton Payments” means all payments and any other obligations owing from time to time pursuant to the Milestone Payment Rights Agreement or the Contingent Value Rights Agreement.
“Waterton Processing Agreement” means the processing agreement to be entered into between the Seller and Borealis Mining Company, LLC, pursuant to Section 6.7 of the Ruby Hill Acquisition Agreement, and approved by the Purchasers’ Agent, to permit the Seller to process its loaded carbon at the ore processing facility located in Mineral County, Nevada.
“Waterton Subordination Agreement” means the subordination agreement(s) to be entered into between the Administrative Agent, the Stream Collateral Agent, the Credit Collateral Agent, Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC, in form and substance satisfactory to the Purchaser’s Agent, and including any corresponding subordination agreement entered into by any assignee or transferee of any of the Waterton Payments.
1.2Certain Rules of Interpretation
Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:
(a)The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.
(b)References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.
(c)Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(d)References to a Party in this Agreement mean the Party or its successors or permitted assigns.
(e)Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.
(f)The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
(g)Words importing the singular include the plural and vice versa and words importing gender include all genders.
(h)A reference to an agreement includes all schedules, exhibits and other appendices attached thereto and shall include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement.

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(i)A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.
(j)Time is of the essence in the performance of the Parties’ respective obligations under this Agreement.
(k)In this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (New York City time) on the last day of the period. Whenever any payment is required to be made, action is required to be taken or period of time to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.
(l)Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to the lawful currency of the United States of America.
(m)References to an “ounce” are to a troy ounce (being equal to 31.1034768 grams).
1.3Accounting Principles
Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the Parties otherwise agree or the context otherwise requires, be made in accordance with IFRS.
1.4Paramountcy
(a)If there is any inconsistency between the terms of this Agreement and the other Stream Documents (other than the Intercreditor Agreement), the provisions hereof shall prevail to the extent of the inconsistency.
(b)In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail and be paramount. If any covenant, representation, warranty or event of default contained in any other Stream Document is in conflict with or is inconsistent with a provision of this Agreement relating to the same specific matter, such covenant, representation, warranty or event of default shall be deemed to be amended to the extent necessary to ensure that it is not in conflict with or inconsistent with the provision of this Agreement relating to the same specific matter.
1.5Interest Act
For the purposes of the Interest Act (Canada) and disclosure under such statute, whenever interest to be paid under this Agreement or any other Stream Document is to be calculated on the basis of a year of three-hundred sixty (360) days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other period of time, as the case may be.

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1.6Maximum Rate of Interest
Notwithstanding anything herein or in any of the other Stream Documents to the contrary, in the event that any provision of this Agreement or any other Stream Document would oblige the Seller to make any payment of interest or other amount payable to the Purchasers in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Purchasers of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Stream Commencement Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Purchasers of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows:
(a)by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other Applicable Law;
(b)by reducing the amount or rate of interest exigible under Section 13.3; and
(c)any amount or rate of interest referred to in this Section 1.6 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Agreement (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada) or any other Applicable Law) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Purchasers’ Agent shall be conclusive for the purposes of such determination, absent manifest error.
1.7No Subordination
The use of the term “Permitted Encumbrances” to describe any interests and Encumbrances permitted hereunder shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security, as determined by Applicable Law), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security.
1.8Schedules
The following schedules are attached to and form part of this Agreement:
Schedule A - Form of Annual Compliance Certificate
Schedule B - Purchasers
Schedule C - Form of Completion Certificate
Schedule D - Granite Creek Project Real Property

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Schedule E - Material Contracts
Schedule F - Material Project Agreements
Schedule G - Material Project Authorizations
Schedule H - Project Agreements
Schedule I - Purchaser Assignment Agreement
Schedule J - Royalties
Schedule K - Ruby Hill Project Real Property
Schedule L - Seller Representations and Warranties
Schedule M - Purchaser Representations and Warranties
Schedule N - Organization and Powers
Schedule O - Authorization; No Conflict
Schedule P - Subsidiaries
Schedule Q - Principal Place of Business and Other Locations
Schedule R - Maintenance of Project Property
Schedule S - Bank Accounts
Schedule T - Environmental Compliance
Schedule U - Community Matters
Schedule V - Employee and Labour Matters
Schedule W(f) - Audits
Schedule W(h) - Taxes
Schedule X(c) - Off-Balance Sheet Transactions
Schedule Y - Related Party Transactions
Schedule Z - Litigation
Schedule AA(c) - Exceptions to Public Disclosure Documents
Schedule BB - Real Property

Article 2
PURCHASE AND SALE
2.1Purchase and Sale of Refined Silver
(a)Subject to and in accordance with the terms of this Agreement, beginning on the Stream Commencement Date, the Seller hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Seller, an amount of Refined Silver equal to the Purchaser’s Share of the Payable Silver with respect to each Offtaker Delivery, free and clear of all Encumbrances.

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(b)The Purchasers shall not be responsible for any Offtaker Charges in respect of the Refined Silver purchased by it hereunder, all of which shall be for the account of the Seller (or other Stream Party).
2.2Product Specifications
(a)The Refined Silver delivered by the Seller to the Purchasers pursuant to this Agreement need not come from silver physically produced at the Projects, provided that the Seller shall not sell or deliver to the Purchasers (for the purposes of this Agreement and at any time during the Term) any Refined Silver that has been directly or indirectly purchased on a commodity exchange.
(b)The Refined Silver to be delivered by the Seller to the Purchasers pursuant to this Agreement shall conform in all respects with the London Bullion Market Association specifications for good delivery, and the Purchasers shall not be required to purchase any Refined Silver that does not meet such specifications.
(c)If the London Bullion Market Association ceases to exist or ceases to publish rules for the good delivery of silver or such rules should no longer be internationally recognized as the basis for good delivery of silver, the Purchasers’ Agent may designate, for purposes of this Agreement, a new basis for determining good delivery of Refined Silver. Until the Purchasers’ Agent makes such designation, deliveries of Refined Silver by the Seller to the Purchasers under this Agreement shall conform to the last set of rules for good delivery in effect under this Agreement immediately prior to the time such rules ceased to be published or recognized.
2.3Delivery Obligations
(a)On the date of each Offtaker Settlement in respect of a Parcel on and after the Stream Commencement Date, the Seller shall sell and deliver to the Purchasers the Refined Silver in respect of such Parcel as determined in accordance with Section 2.1. The applicable amount of Refined Silver shall be delivered to each of the Purchasers by way of credit (in metal) to the respective metal account or accounts in London designated by the Purchasers pursuant to Section 2.3(g). Delivery by the Seller of the applicable amount of Refined Silver to the Purchasers shall be deemed to have been made at the time and on the date Refined Silver is credited to the designated metal accounts of the Purchasers (the “Time of Delivery” on the “Date of Delivery”).
(b)Where, as a result of a delivery to the Purchasers made on the basis of a provisional payment from an Offtaker, there is an over-delivery of Refined Silver to the Purchasers for a given delivery, the amount of such excess, once determined by the Seller, will be set off and deducted from the next delivery to the Purchasers hereunder and, if no further deliveries are to be made, the Purchasers shall pay to the Seller the Silver Market Price for such excess, in cash.
(c)Where, as a result of a delivery to the Purchasers made on the basis of a provisional payment from an Offtaker, there is an under-delivery of Refined Silver to the Purchasers for a given delivery, the amount of such deficiency, once determined by the Seller, will be added to the next delivery to the Purchasers hereunder and, if no further deliveries are to be made, the Seller shall pay to the Purchasers the Silver Market Price for such deficiency, in cash.

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(d)Title to, and risk of loss of, Refined Silver shall pass from the Seller to the applicable Purchaser at the Time of Delivery.
(e)Except as otherwise provided in this Agreement, all costs and expenses pertaining to each delivery of Refined Silver to the Purchasers shall be borne by the Seller.
(f)The Seller hereby represents and warrants to and covenants with the Purchasers that, immediately prior to the Time of Delivery (i) the Seller will be the sole legal and beneficial owner of the Refined Silver credited to a metal account of a Purchaser, (ii) the Seller will have good, valid and marketable title to such Refined Silver, and (iii) such Refined Silver will be free and clear of all Encumbrances (other than the Security or Permitted Encumbrances specified in clause (ix) of that definition).
(g)Each Purchaser shall designate a metal account or accounts in London for the purpose of receiving deliveries of Refined Silver from the Seller hereunder. The designation shall be made by electronic communication to the Seller, which designation shall be effective until changed by the relevant Purchaser. Any such change shall be made at least 10 Business Days prior to a delivery of Refined Silver in order to be effective for such delivery.
2.4Delivery Notifications and Invoicing
(a)On the date of each Offtaker Settlement, the Seller shall deliver an invoice to each Purchaser that shall include:
(i)a calculation of the number of ounces of Refined Silver to be sold to each Purchaser and, in accordance with Sections 2.4(vi) and 2.6, the estimated net number of ounces of Refined Silver to be credited to each Purchaser on the Date of Delivery;
(ii)the Date of Delivery and Time of Delivery;
(iii)the Purchase Price for Refined Silver sold and delivered to such Purchaser;
(iv)reference to the Offtake Agreements relating to the Parcels in respect of which Offtaker Delivery was made;
(v)a copy of the Settlement Sheets on which the calculation is based, where applicable, including, after such are available and/or prepared, copies of all documents, certificates and instruments pertaining to each delivery of Minerals to an Offtaker, including all invoices, credit notes, bills of lading, and any and all documentation prepared or produced by the Offtaker in respect of the Minerals; and
(vi)such other information as may be reasonably requested by the Purchaser to allow such Purchaser to verify all aspects of the delivery of Refined Silver reflected in such invoice.
(b)The calculation required by Section 2.4(a) shall be final and binding unless the Purchaser provides written objection to the Seller within twenty (20) Business Days after receipt of the applicable invoice. The foregoing shall in no way limit the Purchaser’s audit rights under Section 5.8(b) and any adjustments or recoveries arising therefrom; provided that no such adjustment or recovery shall be permitted therefrom unless a written objection is received within 3 years following the end of the calendar year in which the applicable invoice was received.

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2.5Purchase Price
The purchase price (the “Purchase Price”) for each ounce of Refined Silver sold and delivered by the Seller to the Purchasers under this Agreement shall be equal to:
(a)until the Uncredited Balance has been reduced to nil, the Silver Market Price on the day immediately preceding the Date of Delivery of such Refined Silver, payable as follows: (i) an amount equal to the Cash Purchase Price payable in cash or by wire transfer, and (ii) the balance payable by crediting an amount equal to the difference between the Silver Market Price on the day immediately preceding the Date of Delivery of such Refined Silver and the Cash Purchase Price against the Deposit in order to reduce the Uncredited Balance until it has been credited and reduced to nil; and
(b)after the Uncredited Balance has been reduced to nil, the Cash Purchase Price, payable in cash or by wire transfer.
2.6Payment
Payment by each Purchaser of the aggregate Purchase Price for each delivery of Refined Silver to such Purchaser shall be made (a) on the third Business Day following the receipt of the Refined Silver in such Purchaser’s metal account, and (b) to a bank account of the Seller designated in accordance with Section 13.1, provided that, at any time, any Purchaser may provide notice to the Seller with respect to one or more deliveries that any cash payments required to be made by such Purchaser hereunder shall instead be offset against, and on the same day as, the applicable delivery of Refined Silver by the Seller to such Purchaser. Any such offsets pursuant to this Section 2.6 shall be at the Silver Market Price on the Business Day immediately preceding the Date of Delivery.
2.7Minimum Quarterly Deliveries
Until the delivery of the Threshold Amount, the Seller shall be obligated to deliver the following minimum amounts of Refined Silver (the “Annual Minimum Delivery Amount”) in each calendar year: (i) in 2022, [Redacted – commercially sensitive information] ounces, (ii) in 2023, [Redacted – commercially sensitive information] ounces, (iii) in 2024, [Redacted – commercially sensitive information] ounces, and (iv) in 2025, [Redacted – commercially sensitive information] ounces. In the event that in a calendar year the amount of Refined Silver delivered under this Agreement is less than the Annual Minimum Delivery Amount, the Seller shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year, to each Purchaser at the metal account or accounts in London nominated by such Purchaser for the purpose of receiving deliveries an amount of Refined Silver equal to the Purchaser’s Share of the Shortfall Amount. At the Seller’s sole option, the obligation to make up the Shortfall Amount to any Purchaser may be satisfied by the delivery to the nominated metal account of Refined Gold instead of Refined Silver, at a ratio of 1/75th ounce of Refined Gold for each ounce of Refined Silver.

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Payment of such deliveries shall be made in accordance with Sections 2.5 and 2.6.
Article 3
DEPOSIT PAYMENT
3.1Deposit
(a)In consideration for the respective promises and covenants of the Seller contained herein, including the sale and delivery by the Seller to the Purchasers of Refined Silver, the Purchasers hereby agree to pay, and the Seller hereby agrees to accept, a cash deposit in the amount of $[Redacted – commercially sensitive information] (the “Deposit”) against, and as a prepayment of, the Purchase Price. Subject to the satisfaction or waiver of the conditions in Sections 3.3, the Deposit shall be paid to the Seller by the Purchasers (based on their respective Purchaser’s Share) on the Closing Date.
(b)No interest will be payable by the Seller on or in respect of the Deposit except as expressly provided in this Agreement.
(c)The Seller shall, at all times, maintain a record of the Uncredited Balance, reflecting each credit against or reduction of the Deposit and the dates of such payments, credits and reductions. The Seller shall, upon request of any Purchaser, provide such Purchaser with a copy of such record.
3.2Additional Deposit
Upon a construction decision for the Ruby Hill Project comprised of one or both of the deposits referred to as ‘ruby deep’ or ‘blackjack’, which construction decision is based on a feasibility study prepared by a recognized engineering firm, and which study is in form and substance satisfactory to the Purchasers, acting reasonably, the Seller will have the right to request an additional deposit from the Purchasers in the amount of $50,000,000 (the “Additional Deposit”). At the time of such deposit request, the parties shall agree to the stream rate and minimum deliveries in respect of the Additional Deposit and such other amendments to this Agreement as are necessary or desirable to give effect to the Additional Deposit, which will provide the Purchasers with an internal rate of return of [Redacted – commercially sensitive information]% on such Additional Deposit based on consensus silver prices at the time of such deposit request. The Purchasers’ obligation to fund the Additional Deposit shall be subject to satisfaction of the conditions set forth in Section 3.4(b), (c), (d), (h), (i), (j), (k), (l), (n), (o), (p), (r), (s), (t) and (u) (with references to the Deposit and the Closing Date in such sections being deemed to be references to the Additional Deposit and the funding date for the Additional Deposit, respectively, and references to this Agreement, the Stream Documents and the Key Transaction Agreements being deemed to be references to this Agreement, the Stream Documents and the Key Transaction Agreements, as amended as at the funding date for the Additional Deposit) and such other conditions as the parties may agree at the time of the deposit request.

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3.3Use of Deposit
The Seller shall use the entire Deposit to fund the development, expansion and working capital requirements of the Projects.
3.4Conditions Precedent to Deposit
The obligations of the Purchasers to fund the Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied:
(a)the following documents shall have been executed and delivered by the parties thereto, in each case in form and substance satisfactory to the Purchasers, and be in full force and effect:
(i)the Purchaser Offtake Agreement;
(ii)the Intercreditor Agreement;
(iii)the Waterton Subordination Agreement;
(iv)the Postponement and Subordination of Claims executed by each of the Seller and the Guarantors; and
(v)the NGM Direct Agreement;
(b)all of the representations and warranties made by the Seller pursuant to this Agreement shall be true and correct;
(c)the Seller shall have complied with its obligations under this Agreement;
(d)no Seller Event of Default (or event which with notice or lapse of time or both would become a Seller Event of Default) shall have occurred and be continuing;
(e)all of the conditions precedent to the funding pursuant to the Convertible Debt Agreements shall have been satisfied or waived;
(f)all of the conditions precedent to the effectiveness of the Gold Prepay Agreement and the Intercreditor Agreement shall have been satisfied or waived;
(g)the closing of the Gold Prepay Agreement, the Purchaser Offtake Agreement, the Intercreditor Agreement and the funding under the Convertible Debt Agreements shall have occurred or shall occur concurrently with the funding of the Deposit;
(h)the Purchasers’ Agent shall have received a certificate of status, good standing or compliance (or equivalent) for each Stream Party issued by the relevant Governmental Body dated not earlier than the Business Day prior to the Closing Date (or such earlier date as may be acceptable to the Purchasers);
(i)a senior officer of each Stream Party shall have executed a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, dated as of the Closing Date and addressed to the Purchasers, as to (i) its constating documents; (ii) the resolutions of its board of directors (or equivalent) authorizing the execution, delivery and performance of this Agreement and the other Stream Documents to which it is party and the transactions contemplated hereby and thereby; and (iii) the names, positions and true signatures of the persons authorized to sign this Agreement and the other Stream Documents on its behalf;

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(j)a senior officer of the Seller shall have executed a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, dated as of the Closing Date and addressed to the Purchasers, as to the items set forth in clauses (b) through (g) above;
(k)the Purchasers’ Agent shall have received a copy of all Material Project Authorizations and Material Contracts that have been obtained or entered into as of the Closing Date;
(l)the Purchasers’ Agent shall have received a copy of the current Mine Plans;
(m)the Security Documents shall have been executed and delivered by the Seller and the Stream Parties, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, and the Security Documents shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Stream Collateral Agent, for the benefit of the Purchasers, under the Security Documents;
(n)the Purchasers’ Agent shall have received certificates of insurance evidencing compliance with Section 6.8(a);
(o)the Purchasers’ Agent shall have received a legal opinion, in form and substance satisfactory to Purchasers’ Agent, acting reasonably, of legal counsel addressed to the Purchasers relating to (A) the legal status of each Stream Party, (B) the corporate power and authority of the Stream Parties to execute, deliver and perform this Agreement and the other Stream Documents to which each is a party, as applicable, (C) the authorization, execution and delivery of this Agreement and the other Stream Documents by the Stream Parties, as applicable, (D) the enforceability of this Agreement and the other Stream Documents against the Stream Parties, as applicable, (E) the due registration or filing of the Security Documents and the perfection of the security interest of the Purchasers under the Security Documents and the results of the usual searches that would be conducted in connection with the Security created pursuant to the Security Documents, and (F) any other customary matters relating to this Agreement and the other Stream Documents and the transactions contemplated hereby and thereby;
(p)the Purchasers’ Agent shall have received a customary updated title opinion or opinions, in form and substance satisfactory to the Purchasers’ Agent and the Purchasers’ counsel, acting reasonably, of the Seller’s legal counsel addressed to the Purchasers’ Agent and the Purchasers relating to the Project Real Property, including real property parcels occupied by the facilities and appurtenant improvements and access thereto;
(q)the Purchasers’ Agent shall have received a title insurance policy or policies relating to the Project Real Property issued by a title insurer, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably;
(r)all Orders and Authorizations necessary for the completion of the transactions contemplated by the Key Transaction Agreements shall have been obtained;

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(s)each of the Purchasers shall have concluded its technical, legal and financial due diligence, and conducted a site visit to the Projects with results in form and substance satisfactory to it;
(t)no Order or Applicable Law, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Key Transaction Agreements shall be in effect; and
(u)no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Key Transaction Agreements.
3.5Satisfaction of Conditions
Each of the conditions set forth in Section 3.4 is for the exclusive benefit of the Purchasers and may be waived by the Purchasers in their sole discretion, in whole or in part in writing.
Article 4
TERM
4.1Term
(a)The term of this Agreement shall commence on the date hereof and, subject to Section 4.1(d), shall continue until the date that is 40 years after the date hereof (the “Initial Term”). The term of this Agreement shall automatically be extended beyond the Initial Term for successive 10-year periods (each an “Additional Term” and, together with the Initial Term, the “Term”), unless there has been no active mining operations on any Project during the final 10 years of the Initial Term or throughout such Additional Term, as applicable, in which case this Agreement shall terminate at the end of the Initial Term or such Additional Term, as applicable.
(b)Notwithstanding Section 4.1(a), if at least 30 days prior to the end of the Initial Term or Additional Term, as applicable, the Purchasers’ Agent, upon the instruction of the Unanimous Purchasers, has given notice to the Seller and the Purchasers of termination at the end of such term, this Agreement shall terminate at the end of the Initial Term or such Additional Term, as applicable.
(c)If by the expiry of the Term, the Seller has not sold and delivered to the Purchasers an amount of Refined Silver sufficient to reduce the Uncredited Balance of the Deposit to nil, as calculated in accordance with Section 3.1(c), then a refund of the Uncredited Balance shall be due and owing by the Seller to the Purchasers. If a refund of the Uncredited Balance shall be due and owing by the Seller to the Purchasers, the Seller shall, on the expiry date of the Term, pay the amount of the Uncredited Balance to the Purchasers (pro rata based upon their respective Purchaser’s Share).
(d)This Agreement may also be terminated prior to the expiry of the Term (i) by the Parties on mutual written consent, or (ii) by the Purchasers upon a Seller Event of Default in accordance with Article 10.

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4.2Survival
The following provisions shall survive termination of this Agreement: Section 2.6 (in respect of any Refined Silver delivered prior to such termination), Section 5.8 (in respect of any periods prior to such termination), Section 6.13, Article 13, Article 14, Article 15, and such other provisions of this Agreement as are required to give effect thereto.
Article 5
REPORTING; BOOKS AND RECORDS; INSPECTIONS
5.1Operations Reports
(a)On or before the 20th calendar day after the end of each calendar month during the Term, the Seller shall provide to the Purchasers a Monthly Operations Report and, following the Completion Date, a Monthly Production Report.
(b)On or before the 20th calendar day after the end of each calendar quarter during the Term, the Seller shall provide to the Purchasers a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, executed by a senior officer of the Seller, confirming the Annual Metal Delivery Coverage Ratio as of such date.
(c)On or before March 15 of each calendar year during the Term, the Seller shall provide to the Purchasers an Annual Compliance Certificate and an Annual Operations Report in respect of the immediately preceding calendar year.
(d)As soon as possible after November 30, but in any event on or before December 15, of each calendar year during the Term, the Seller shall provide to the Purchasers an Annual Forecast Report in respect of the upcoming calendar year.
5.2Financial Reports
(a)On or before the 45th day after the end of each of the Seller’s first, second and third fiscal quarters, the Seller shall provide to the Purchasers a copy of the Seller’s quarterly unaudited consolidated financial statements for such quarter (provided that the making of documents publicly available on the Seller’s SEDAR profile satisfies this requirement).
(b)On or before the 90th day after the end of each of the Seller’s fiscal years, the Seller shall provide to the Purchasers a copy of the Seller’s audited annual consolidated financial statements for such year (provided that the making of documents publicly available on the Seller’s SEDAR profile satisfies this requirement).
5.3Other Reports
The Seller shall promptly deliver or furnish, or cause to be delivered or furnished, to the Purchasers a copy of any material reports, certificates, documents and notices relating to a Project which are delivered by a Group Member under other Key Transaction Agreements (or any Refinancing Facility) to the extent not already delivered to the Purchasers under the Stream Documents.

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5.4Copies of Project Documents
The Seller shall promptly deliver or furnish, or cause to be delivered or furnished, to the Purchasers a copy of:
(a)until the Second Threshold Amount has been delivered, any new Material Contract or any amendment or revision to any existing Material Contract (provided that any such amendment, revision, supplement or replacement shall be subject to Section 6.12(b)), and thereafter any Material Contracts or amendment relating to the Ruby Hill Project;
(b)until the Second Threshold Amount has been delivered, any new Material Project Authorization, or amendment, revision, reissuance or replacement of any existing Material Project Authorization, and thereafter any new Material Project Authorization, or amendment, revision, reissuance or replacement of any existing Material Project Authorization relating to the Ruby Hill Project;
(c)by no later than May 31, 2022, a Mine Plan for each of the Projects;
(d)promptly following preparation thereof, the proposed initial Construction Budget for each of the Projects;
(e)until the Second Threshold Amount has been delivered, any amendment, revision or supplement to or replacement of the Mine Plan, Project Schedule or Construction Budget (provided that any such amendment, revision, supplement or replacement shall be subject to Section 6.1(f)) relating to a Project, and thereafter, relating to the Ruby Hill Project;
(f)until the Second Threshold Amount has been delivered, any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to any Project Real Property, or any material engineering or technical studies relating to the Projects and, thereafter, any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Ruby Hill Project Real Property, or any material engineering or technical studies relating to the Ruby Hill Project; and
(g)until the Second Threshold Amount has been delivered, any material reports, certificates, documents and notices relating to the Projects, and thereafter, the Ruby Hill Project, which are delivered to any Group Member by or on behalf of any third-party consultant or contractor, including any and all monthly or other periodic construction reports.
5.5Notice of Adverse Impact
The Seller shall provide the Purchasers with written notice of each of the following events promptly upon the Seller becoming aware of or having knowledge of such event:
(a)the occurrence of any Seller Event of Default, or any event or circumstance which with notice or lapse of time or both would become a Seller Event of Default or may result in a Seller Event of Default;

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(b)any material default by any party under or termination or threatened termination of, until the Second Threshold Amount has been delivered, any Material Contract and, thereafter, any Material Contract relating to the Ruby Hill Project;
(c)the loss of or material non-compliance with the terms of, or any threat (whether or not in writing) by a Governmental Body to revoke or suspend, until the Second Threshold Amount has been delivered, any Material Project Authorization and, thereafter, any Material Project Authorization relating to the Ruby Hill Project;
(d)all material actions, suits and proceedings before any Governmental Body or arbitrator pending, or to the knowledge of the Seller threatened, against or directly affecting any Project Entity or, until the Second Threshold Amount has been delivered, a Project and, thereafter, the Ruby Hill Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the knowledge of the Seller threatened, against or affecting any Project Entity, or with respect to the ownership, use, maintenance and operation of, until the Second Threshold Amount has been delivered, any Project and, thereafter, the Ruby Hill Project;
(e)any violation or suspected violation of any Applicable Law by any Project Entity in any material respect;
(f)any non-compliance by any Group Member with the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy in any material respect;
(g)until the Second Threshold Amount has been delivered, any material damage suffered to a Project and, thereafter, the Ruby Hill Project, and whether any Group Member has or plans to make any insurance claim with respect to such damage;
(h)until the Second Threshold Amount has been delivered, any material disputes or disturbances pertaining to a Project and, thereafter, pertaining to the Ruby Hill Project, involving local communities, including any Aboriginal group;
(i)until the Second Threshold Amount has been delivered, any material labour disruption involving the workforce at a Project and, thereafter, at the Ruby Hill Project;
(j)any event, circumstance or fact that could reasonably be expected to give rise to a “Default” or an “Event of Default” as defined under the Gold Prepay Agreement, a Convertible Debt Agreement, any Refinancing Facility or any other agreement in respect of Debt of any Project Entity in a principal amount of $[Redacted – commercially sensitive information] or more without giving effect to any amendments or waivers from the creditor party thereunder; and
(k)any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect,
in each case, accompanied by a written statement by a senior officer of the Seller setting forth details of the occurrence referred to therein.

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5.6Notice of Permitted Restricted Payment
The Project Entities shall promptly notify the Purchasers’ Agent of any payments made pursuant to clauses (v) and (viii) of the definition of “Permitted Restricted Payments” and shall provide the Purchasers’ Agent with any financial information, balances of accounts and other statements and any other information in connection therewith as the Purchasers’ Agent may reasonably request from time to time.
5.7Provision of Reports
Upon written notice to the Seller by any Purchaser at any time and from time to time, the Seller shall cease to provide any information or reports identified for the time period specified in such notice to such Purchaser. The Seller shall recommence regular reporting under this Agreement upon completion of such period or upon further written notice to the Seller by such Purchaser.
5.8Books and Records
(a)The Project Entities shall keep true, complete and accurate books and records of all of the their respective operations and activities with respect to the Projects and this Agreement, including the mining and production of all Minerals and Other Minerals from the Project Real Property and the mining, treatment, processing, milling, transportation and sale or refining of all Minerals and Other Minerals from the Project Real Property, and all operating or capital costs.
(b)The Project Entities shall permit the Purchasers and its authorized representatives and agents to perform audits or other reviews and examinations of their books and records and other information relevant to the production, delivery and determination of Refined Silver under this Agreement and compliance with this Agreement from time to time at reasonable times at the Purchaser’s sole risk and expense and not less than three Business Days’ notice, provided that the Purchasers and their authorized representatives and agents will not exercise such rights more often than once during any calendar year absent the existence of a Seller Event of Default, or absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised at such periods as may be reasonably determined by the Purchasers (and in any event at least once during any calendar quarter) until no material deficiencies are identified during four consecutive audits or reviews, at which point the Purchasers will once again be limited to exercising such rights once per calendar year. The Purchasers shall use their commercially reasonable efforts to diligently complete any audit or other examination permitted hereunder.

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(c)If the Purchasers or any of their Affiliates are required by Applicable Law to prepare a technical report (or similar report) in respect of Project Real Property, as determined by the Purchasers acting reasonably, the Project Entities shall cooperate with and allow the Purchasers and their authorized representatives to access technical information pertaining to Project Real Property and complete site visits at Project Real Property so as to enable the Purchasers or their Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with National Instrument 43-101 (or any other applicable Canadian and/or U.S. and/or stock exchange rules and policies governing the disclosure obligations of the Purchasers or any of their Affiliates) at the sole cost and expense of the Purchasers. At reasonable times and with the prior consent of the Seller (not to be unreasonably withheld or delayed), at the sole risk and expense of the Purchasers, the Purchasers and their authorized representatives shall have a right of access to all surface and subsurface portions of the Projects, to any mill, smelter, concentrator or other processing facility owned or operated by any Project Entity that is used to process Minerals and to any related operations for the purpose of enabling the Purchasers to comply with the obligations of the Purchasers or any of their Affiliates under National Instrument 43-101 (or any other applicable Canadian and/or U.S. Securities Laws and/or stock exchange rules and policies governing the disclosure obligations of the Purchasers or any of their Affiliates), as determined by the Purchasers acting reasonably. The Purchasers severally agree to indemnify and save the Group Members and their respective directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of the actions of such Purchaser or its representatives or agents during any such visit or access except to the extent that such Losses arise from the gross negligence or willful misconduct of such indemnified persons.
5.9Inspections
Upon no less than ten Business Days’ notice to the Seller and subject at all times to the workplace rules and supervision of the applicable Owner and, in the case of third party owned Processing Facilities, the consent of the owner of such Processing Facilities, the Project Entities shall grant to the Purchasers and their representatives, consultants, agents, potential financiers or permitted assignees at reasonable times and at the Purchaser’s sole risk and expense, the right to access Project Real Property, the Processing Facilities and other facilities of the Projects, in each case to monitor the mining, processing and infrastructure operations relating to the Projects and compliance with this Agreement. The Purchasers shall use their commercially reasonable efforts to not interfere with exploration, development, mining or processing work conducted on Project Real Property. The Purchasers severally agree to indemnify and save the Group Members and their respective directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of the actions of such Purchaser or its representatives or agents during any such visit except to the extent that such Losses arise from the gross negligence or willful misconduct of such indemnified persons.
Article 6
COVENANTS
6.1Conduct of Operations
(a)Except as otherwise provided herein, all decisions regarding the Projects, including any decisions concerning (i) the methods, extent, times, procedures and techniques of any exploration, development and mining related to a Project or any portion thereof, (ii) milling, processing, or extraction, and (iii) decisions to operate or continue to operate a Project or any portion thereof, including with respect to closure and care and maintenance, shall be made by the applicable Owner or operator in its sole discretion.
(b)The Owners shall operate the applicable Project on a commercial basis as though it has the equivalent economic interest in the silver produced from the relevant Project in the absence of this Agreement and as if it and the other Group Members were entitled to receive the Silver Market Price for all silver produced. The Owners shall ensure that all cut-off grade, short term mine planning, longer term planning and production decisions, and all resource and reserve calculations, concerning the Projects shall be based on silver prices consistent with normal industry practice.

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(c)The Owners shall perform all exploration, development, and mining operations and activities pertaining to or in respect of the applicable Project in accordance with Good Industry Practice and the Mine Plan and in compliance, in all material respects, with Applicable Laws, Project Authorizations, Material Project Agreements, the ICMM Guidelines, the HSEC Policy and the Anti-Corruption Policy.
(d)The Project Entities shall use all commercially reasonable efforts, to obtain, as and when required, and preserve and maintain, all Authorizations (including environmental Authorizations), Other Rights and Contracts which are required to (i) own, operate and maintain the Projects in the manner currently owned and operated, (ii) develop and operate the Projects as contemplated by the Mine Plan, (iii) carry out the operation of commercial production transactions, and (iv) perform their respective obligations under the Stream Documents.
(e)The Owners shall timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities and obligations required by any Applicable Laws, Project Authorizations, the ICMM Guidelines or by any Governmental Body, for the reclamation, restoration or closure of any facility or land used in connection with each Owner’s operations or activities at, on or in respect of the Projects or required under this Agreement.
(f)Prior to the Covenant Release Date, the Seller shall use all commercially reasonable efforts to cause the Mine Plan, Project Schedule or Construction Budget for any Project not to be amended, in each case, if such amendment: (i) is not in accordance with Good Industry Practice; (ii) would reasonably be expected to have a Material Adverse Effect; (iii) would materially reduce the design capacity of the Processing Facilities; or (iv) would result in a reduction of greater than [Redacted – commercially sensitive information]% to the projected production of Minerals from the applicable Project (on an annual or life-of-mine basis) relative to the Mine Plan in effect on the date hereof.
6.2Annual Metal Delivery Coverage Ratio
So long as any Stream Obligations remain outstanding, and except as otherwise consented to by the Majority Purchasers, the Seller shall ensure that at all times the Annual Metal Delivery Coverage Ratio is equal to or greater than [Redacted – commercially sensitive information].
6.3Processing; Commingling
(a)The Project Entities shall not, without the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers):
(i)sell unprocessed Minerals;
(ii)process Minerals other than through the Processing Facilities; or

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(iii)sell Minerals to any Person other than to an Offtaker pursuant to an Offtake Agreement.
(b)The Seller shall ensure that all Offtake Agreements are on commercially reasonable terms and conditions for Offtake Agreements similar in make-up and quality to those derived from Minerals and that would be obtained from an arm’s length third party, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Settlement Sheets.
(c)The Seller shall provide the Purchaser with a final signed copy of each Offtake Agreement, subject to any redactions required in order to comply with confidentiality provisions, promptly after the execution thereof. The Seller shall take all commercially reasonable steps to enforce its rights and remedies under each such Offtake Agreement with respect to any material breaches of the terms thereof relating to the timing and amount of Offtaker Settlements to be made thereunder. The Seller shall promptly notify the Purchasers in writing of any dispute in respect of a material matter arising out of or in connection with an Offtake Agreement and shall provide the Purchasers with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be.
(d)Notwithstanding Section 6.3(a)(ii), until the completion of the Lone Tree Processing Facility, the Seller and the Project Entities may process Minerals at processing facilities owned and operated by NGM pursuant to the NGM Toll Treatment Agreements or (ii) the Borealis Facility pursuant to the Waterton Processing Agreement. The Seller and the Project Entities shall (i) not permit the NGM Toll Treatment Agreements or the Waterton Processing Agreement to be amended, and (ii) use all commercially reasonable efforts to cause the NGM Toll Treatment Agreements or the Waterton Processing Agreement not to be amended, in each case, without the prior written approval of the Purchasers’ Agent (at the direction of the Majority Purchasers).
(e)Except as otherwise set forth in the NGM Toll Treatment Agreements or the anticipated Waterton Processing Agreement, the Project Entities shall not process Other Minerals through the Processing Facilities in priority to or in place of, or commingle Other Minerals with, Minerals, unless: (i) the Owner has adopted and employs commercially reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of Other Minerals and Minerals for the purposes of determining the quantum of the Refined Silver to be delivered hereunder; (ii) the Purchasers shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with, Minerals; (iii) the Purchasers’ Agent has approved the Commingling Plan and any changes to such plan which may be proposed from time to time, such approval not to be unreasonably withheld; and (iv) the Project Entities keep all books, records, data and samples required by the Commingling Plan and make such books, records, data and samples available to the Purchasers in accordance with Section 5.8(b). For greater certainty, commingling of Minerals with Other Minerals by a Third-Party Processor in accordance with the terms and conditions of the NGM Toll Treatment Agreement shall be deemed to be in compliance with the provisions of this Section 6.3(e).

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6.4Certain Corporate Standards
(a)On or prior to December 31, 2021, a senior officer of each Project Entity shall have executed and delivered to the Purchasers a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, that the Project Entities, including without limitation, in the conduct of operations at the Projects, have been and are in compliance in all material respects with the ICMM Guidelines.
(b)The Seller shall (i) at all times maintain the HSEC Policy and shall periodically review and update the HSEC Policy to ensure that it is consistent with the ICMM Guidelines and Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters; (ii) ensure that all operations in respect of a Project comply in all material respects with the ICMM Guidelines and the HSEC Policy, and (iii) keep, or cause the Group Members to keep, all relevant documentation in order for the Purchasers to verify such compliance. In the event of any non-compliance with Environmental Law, the ICMM Guidelines or the HSEC Policy, the appropriate Group Member shall develop and implement a Corrective Action Plan acceptable to the Purchasers’ Agent, acting reasonably. The Group Members shall, upon the request of the Purchasers’ Agent, acting reasonably, provide the Purchasers with any information relating to measures or monitoring undertaken by or on behalf of the Project Entities under Environmental Law, the ICMM Guidelines, the HSEC Policy or any Corrective Action Plan.
(c)The Seller shall, and shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Purchasers’ Agent upon becoming aware of any breach or suspected breach of such policy. The Seller shall not, without the prior written consent of the Purchasers’ Agent, acting reasonably, amend, terminate, replace or otherwise vary the Anti-Corruption Policy.
6.5Preservation of Corporate Existence
(a)Except as permitted by Section 6.5(b), the Project Entities shall, at all times from and after the date hereof do and cause to be done all things necessary or advisable to maintain its corporate or other existence, including the making of all required filings in connection therewith, and to obtain, and, once obtained, maintain all qualifications necessary to carry on its business and own its assets in each jurisdiction in which they carry on business or in which their assets are located. The Seller shall not, and shall not permit any Project Entity to, merge, amalgamate or consolidate with another Project Entity, or change or reorganize its capital structure or amend its articles, by-laws or any other constating documents, if it would adversely impact the Purchasers’ rights under the Stream Documents.
(b)The Seller shall not, and shall not permit any of the Project Entities to consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of its assets to, or reorganize, reincorporate or reconstitute into or as, another entity, or continue to any other jurisdiction, unless such action is in compliance with Article 7 and at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, or continuance, the resulting, surviving or transferee entity assumes in favour of the Purchasers all the obligations of such Project Entity under the Stream Documents, as applicable.

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6.6Maintenance of Property; Encumbrances
(a)Each Owner shall at all times do or cause to be done all things necessary to maintain Project Real Property in good standing, including paying or causing to be paid all Taxes owing in respect thereof, performing or causing to be performed all required assessment work thereon, paying or causing to be paid all claim, permit and license maintenance fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof or otherwise payable under any purchase, option or similar agreements relating thereto and otherwise maintaining the Project Real Property in accordance with Applicable Laws.
(b)The Stream Parties shall at all times warrant and defend the right, title and interest of the Stream Parties in and to any Collateral, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances.
(c)The Purchasers, at their own expense, may undertake such investigation of the title and status of the Project Real Property as they shall deem necessary. If that investigation should reveal material defects in the title (which shall not include Permitted Encumbrances), the Seller shall forthwith proceed to cure, or cause the Project Entities to cure, such title defects to the satisfaction of the Purchasers’ Agent, acting reasonably. If the Seller fails to so cure or cause to be cured such material defects within 30 days of such notice from the Purchasers Agent (or such longer period thereafter during which the Seller is continuing to diligently pursue, or cause to be pursued, the curing of such material defects): (i) the Purchasers’ Agent may proceed to cure such title defects; (ii) any costs and expenses incurred (including reasonable legal fees and costs) by the Purchasers’ Agent in connection with curing such title defects shall be promptly reimbursed by the Seller; and (iii) the Purchasers’ Agent may lien such properties for such amounts until the Seller reimburses the Purchasers’ Agent in full.
6.7Blackjack
The Seller agrees that it will complete additional drilling and engineering works following the Closing Date in a program designed to convert [Redacted – commercially sensitive information] of the mineral resources of the Blackjack polymetallic deposit, including [Redacted – commercially sensitive information] of the projected recoverable silver ounces, outlined in the current financial model and resource estimate into mineral reserves, as validated by an independent qualified engineering firm in accordance with National Instrument 43-101 by [Redacted – commercially sensitive information].
6.8Insurance
(a)The Project Entities shall keep the Project Property and the Projects insured with financially sound and reputable insurance companies, in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions and cause the policies of insurance referred to above to contain customary endorsements for the benefit of the Purchasers, all in a form acceptable to the Purchasers’ Agent acting reasonably, and use commercially reasonable efforts to include a provision that such policies will not be cancelled without 30 days’ prior written notice being given to the Purchasers’ Agent by the issuers thereof. The Seller shall cause the Stream Collateral Agent to be named as a loss payee (as its interests may appear) with respect to property insurance and the Stream Collateral Agent, the Purchasers’ Agent and the Purchasers to be named as additional insureds with respect to public liability insurance. The Seller shall provide or cause to be provided to the Purchasers’ Agent promptly with such evidence of insurance as any Purchaser may from time to time reasonably require.

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(b)Until the Covenant Release Date and subject to Section 6.8(c), to the extent any Group Member receives Net Proceeds, then:
(i)the amount of such Net Proceeds received by the Group Members that is less than $[Redacted – commercially sensitive information] in aggregate in any fiscal year shall either (A) be used by the Project Entities to repair and/or replace the property that is the subject of such Net Proceeds, or (B) to the extent not so used to repair and/or replace property within 365 days of receipt, shall (subject to the Intercreditor Agreement) be paid to the Purchasers; and
(ii)Net Proceeds received by the Group Members that are more than $[Redacted – commercially sensitive information] in aggregate in any fiscal year shall (subject to the Intercreditor Agreement) be paid over to the Stream Collateral Agent to hold, and such funds shall be held by the Stream Collateral Agent: (A) if in the Purchasers’ Agent’s reasonable opinion, the property that is the subject of such Net Proceeds can be adequately repaired and/or replaced in a manner and timeframe such that there will not be a Material Adverse Effect, then at the Seller’s option such property may be repaired and/or replaced within 365 days of receipt, and the Stream Collateral Agent (at the direction of Purchasers’ Agent) shall pay over such funds upon payment being due for such repairs and/or replacement, or (B) if the Purchasers’ Agent is not of such opinion, the Purchasers’ Agent is of such opinion and the Seller elects not to so repair and/or replace or the repair and/or replacement is not completed within 365 days, such funds shall (subject to the Intercreditor Agreement) be paid to the Purchasers.
(iii)The amount of any such Net Proceeds payable to the Purchasers under this Section 6.8(b) shall be equal to the Purchasers’ Applicable Percentage multiplied by the Net Proceeds and, upon payment of any such Net Proceeds to the Purchasers, an amount of the Deposit equal to the amount of such Net Proceeds paid to the Purchasers shall be deemed to have been returned to the Purchasers and the total amount of the Deposit shall be deemed to be reduced for all purposes under this Agreement. In this Section 6.8(b), “Applicable Percentage” means the Purchasers’ share of the Net Proceeds of such insurance payment received by any Group Member, the Purchasers’ share being calculated as the ratio of (i) the NPV of the Remaining Stream to (ii) the NPV of the Projects.

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(c)The Project Entities will ensure that each shipment from a Project of Minerals containing silver is adequately insured in such amounts and with such coverage as is customary in the mining industry, until the time that risk of loss and damage for such silver is transferred to the Offtaker. Where any Group Member has received payment under an insurance policy in respect of a shipment of Minerals to the Offtaker that is lost or damaged after leaving Project Real Property and before the risk of loss or damage is transferred to the Offtaker, the Seller shall use the Net Proceeds received by the Group Member in respect thereof that is attributable to silver contained in the Minerals (as determined by reference to the insurance settlement documents) to acquire Refined Silver and shall sell and deliver to each Purchaser (without duplication to the extent previously sold and delivered to the Purchasers by the Seller) the Purchasers’ Share of the Payable Silver at the Purchase Price, and upon such delivery to the Purchasers, the applicable deduction from the Deposit, if any, shall be made in accordance with Section 3.1(c).
6.9NGM Matters
(a)The Seller shall, and shall cause each of the Project Entities to, use commercially reasonable efforts after the date hereof, as and when the opportunity arises, to encourage NGM to waive its right of first refusal in respect of certain mineral interests comprising the Granite Creek Project that would apply upon the enforcement of the Security by or on behalf of the Purchasers under this Agreement and/or the Security Documents.
(b)Until the earlier to occur of: (i) the Covenant Release Date, or (ii) an assignment of this Agreement by the Purchaser, (ii) in the event that either of the NGM Toll Treatment Agreements are extended beyond their original term or the Seller or any of the Project Entities implement a new toll milling agreement in respect of the matters addressed in the NGM Toll Treatment Agreements that replaces an NGM Toll Treatment Agreement, the Seller will use reasonable best efforts to ensure that a new direct agreement is entered into in favour of the Purchasers, on substantially the same terms as the NGM Direct Agreement, and in form and substance satisfactory to the Purchasers, acting reasonably, with respect to the extended or new agreement.
6.10Restrictions on Business Activities
(a)Except to the extent permitted under this Agreement, the Seller shall not permit Premier Gold (other than with respect to its indirect interest in the McCoy-Cove Project) (i) to carry on or engage directly or indirectly in any material business other than the holding of shares of entities holding only the Plants or the Projects or other Project Entities (or entities or assets acquired pursuant to Permitted Acquisitions) and any activities incidental thereto, including the provision of management, administration or similar services or as reasonably required to perform its obligations under the Key Transaction Agreements, (ii) to have any material assets other than cash, cash equivalents or any investment in the shares or Subordinated Intercompany Debt of any Stream Party or entity whose assets are solely a Plant or other Projects (or entities or assets acquired pursuant to Permitted Acquisitions), or (iii) to have any material liabilities other than pursuant to the Key Transaction Agreements or Permitted Debt.
(b)Except to the extent permitted under this Agreement, the Seller shall not (i) carry on or engage directly or indirectly in any business other than the lending of Subordinated Intercompany Debt to a Project Entity or as reasonably required to perform its obligations under the Key Transaction Agreements, (ii) have any material assets, cash, cash equivalents or Subordinated Intercompany Debt of any Project Entity, or (iii) have any material liabilities other than pursuant to the Key Transaction Agreements or Permitted Debt.

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(c)Except to the extent permitted under this Agreement, the Seller shall not permit the Owners to carry on or engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the development and operation of the respective Project or the Buffalo Mountain Project, or as reasonably required to perform its obligations under the Key Transaction Agreements.
(d)Except to the extent permitted under this Agreement, the Seller shall not permit any Stream Party to directly or indirectly purchase, acquire or lease any property from, or sell, transfer or otherwise dispose of any property to, or otherwise deal or enter into any agreement with, any Related Party (other than another Stream Party), except in the ordinary course of and pursuant to the reasonable requirements of such Person’s business and upon fair and reasonable terms that are no less favourable to the Stream Parties than those that could be obtained in an arm’s length transaction with a Person that is not a Related Party.
(e)The Seller shall not, and shall not permit any Group Member (other than the Owners) to, acquire, own or hold any Minerals, other than in accordance with this Agreement. Notwithstanding the foregoing, solely in connection with the delivery of Refined Silver contemplated by this Agreement, the Seller, the Project Entities and any Group Member may transfer such Refined Silver up the corporate chain of entities to the Seller in a series of intercompany transfers.
(f)All proceeds received or receivable by the Seller, Premier Gold, the Ruby Hill Owner or the Granite Creek Owner from the sale of Minerals produced from Project Real Property shall be deposited into the Proceeds Accounts.
6.11Indebtedness and Encumbrances
(a)Until the Covenant Release Date, except with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), the Seller shall not permit any Project Entity to create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than Permitted Debt.
(b)The Seller shall not permit any Project Entity to enter into any hedge instrument or incur any hedge obligations unless such hedge obligations are pursuant to Permitted Hedging Arrangements.
(c)The Seller shall not, and shall not permit any Group Member to, create, incur, assume or suffer to exist any Encumbrance upon all or any of the Project Property, whether now owned or hereafter acquired, other than Permitted Encumbrances.
6.12Other Restrictive Covenants
(a)Until the Covenant Release Date, except with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers):
(a)The Seller shall not permit any Project Entity to:

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(i)except as otherwise expressly contemplated by this Agreement or the Gold Prepay Agreement, provide Financial Assistance, either directly or indirectly, to any Person other than (A) the Seller on an unsecured basis in favour of another Project Entity or a Subsidiary in connection with a Plant (or assets acquired pursuant to a Permitted Acquisition), or (B) Debt in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of the Owner to the extent required by Applicable Laws or a Governmental Body; provided that, exclusively with respect to the McCoy-Cove Project, Premier Gold shall not be restricted from providing Financial Assistance provided such Financial Assistance is not derived from the proceeds of the Deposit, and provided further such Financial Assistance would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Stream Parties to perform and comply with their obligations under the Stream Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan;
(ii)make any Investments, except (i) Investments in another Project Entity or a Subsidiary in connection with, and for the sole purpose of the development or maintenance of a Plant (or assets acquired pursuant to a Permitted Acquisition), provided that if such Investment is by way of Debt, such Debt must be Subordinated Intercompany Debt; (ii) short term Investments in money market instruments with remaining maturities of 12 months or less at the date of purchase including securities issued by government agencies, and term deposits and bank accounts with financial institutions provided that such short-term Investments are readily convertible to cash; (iii) Investments under Permitted Hedging Arrangements; or (iv) Investments (other than Investments in another Project Entity or Subsidiary): (i) in which the business of the entity in which the Investment is made is engaged in the exploration or mining of base or precious metals or such other line of business as is substantially similar, ancillary or related thereto or a reasonable extension thereof, and (ii) to the extent such Investment is not made in connection with the development, expansion or working capital requirements of one or more of the Projects, the consideration paid for such Investment shall not be derived from the proceeds of the Deposit, and provided further such Investment would not reasonably be expected to (a) result in a Material Adverse Effect, (b) impair the ability of the Stream Parties to perform and comply with their obligations under the Stream Documents, or (c) materially impair the ability of the Project Entities to construct, develop and operate the Projects in accordance with the Construction Budget, the Project Schedule and the Mine Plan; or
(iii)make any Acquisitions other than Permitted Acquisitions.
(b)The Seller shall not, and shall not permit any Project Entity to enter into any Material Contract or amend in any material respect or waive any material provision or terminate or assign (other than as contemplated under the Stream Documents) or give notice of termination or assignment of any Material Contract or waive or grant indulgences in respect of any default or event of default under any of the Material Contracts without the prior written consent of the Majority Purchasers, not to be unreasonably withheld, conditioned or delayed.

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(c)The Seller shall not permit any Project Entity to make any material expenditure or payment in respect of the development and operation of a Project other than in accordance with the applicable Mine Plan, unless otherwise permitted hereunder.
(d)The Seller shall not, and shall not permit any Project Entity to, make any Restricted Payment other than Permitted Restricted Payments, provided that, except with respect to payments of contingent consideration by the Seller or the Lone Tree Owner under the Lone Tree Exchange Agreement, the Lone Tree Contingent Consideration Agreement or the Lone Tree Guarantee, no Seller Event of Default has occurred and is continuing or will result from such Restricted Payment.
(e)The Seller shall not, and shall not permit any Project Entity to, transfer or assign any Debt owed to it, other than to another Stream Party. The Seller shall not transfer or assign any Debt owed to it from a Stream Party, other than to a Stream Party.
6.13Confidentiality
(a)Each Party (a “Receiving Party”) agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors and representatives to maintain as confidential and not to disclose, the terms contained in this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement (collectively, the “Confidential Information”), provided that a Receiving Party may disclose Confidential Information in the following circumstances:
(i)to its auditor, legal counsel, lenders, underwriters and investment bankers and to persons with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant (and to advisors and representatives of any such person), provided that such persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable;
(ii)subject to Section 15.6, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory request, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled;
(iii)for the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Section 15.1;
(iv)where such information is already available to the public other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations;

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(v)with the consent of the disclosing Party;
(vi)to its Affiliates and those of its and its Affiliates’ directors, officers, employees, advisors and representatives who need to have knowledge of the Confidential Information; and
(vii)in the case of a Purchaser and its Affiliates, to any limited partner or co-investor or prospective limited partner or co-investor in or with a private equity fund managed by the Purchaser or Affiliates of the Purchaser, to the extent such information is reasonably relevant to the current investment or future investment decision of any such limited partner or co-investor or prospective limited partner or co-investor, provided that such persons undertake to maintain the confidentiality of it and are strictly limited in their use of the confidential information for the purpose of making an investment decision in or with respect to the Purchaser or Affiliates of the Purchaser.
(b)Each Party shall ensure that its Affiliates and its and its Affiliates’ employees, directors, officers, advisors and representatives and those persons listed in Section 6.13(a)(i) and 6.13(a)(vii) are made aware of this Section 6.13 and comply with the provisions of this Section 6.13. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons.
(c)No Party shall file this Agreement on SEDAR without reasonable prior consultation with the other Parties and the Parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR.
Article 7
TRANSFERS OF INTERESTS
7.1Prohibition on Sale of Mineral Interests
(a)Until the Covenant Release Date, except for this Agreement, the Gold Prepay Facility or the Purchaser Offtake Agreement or with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), the Seller shall not, and shall not permit any Group Member to, Transfer a Mineral Interest relating to Minerals, or amend, modify or vary any existing Mineral Interest (including the Royalties) which would have the effect of increasing or accelerating any interest in the Minerals to the owner of such Mineral Interest.
7.2Prohibition on Transfers and Change of Control
Except as set out in Section 7.3 or 7.4 or with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), the Seller shall not, and shall ensure that none of the Project Entities, Transfer, in whole or in part,
(a)until the Second Threshold Amount has been delivered, Project Property or other Collateral (other than a Permitted Asset Disposition) or otherwise permit the acquisition of shares of any Project Entity by any entity other than the Seller or another Project Entity; and

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(b)following the date on which the Second Threshold Amount has been delivered, Ruby Hill Project Property or other Collateral (other than a Permitted Asset Disposition) or otherwise permit the acquisition of shares of the Ruby Hill Owner by any entity other than the Seller.
7.3Permitted Transfers
Section 7.2 shall not prohibit a Transfer, or a Transfer or issuance of shares of a Project Entity not involving a Change of Control, and a Change of Control will not be a Seller Event of Default, if:
Transfer of the Project Property
(a)in the case of a Transfer of Project Property to a Person that is not a Group Member:
(i)the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed Transfer;
(ii)the Seller or other Project Entity, as the case may be, or any Person to which the Project Property has been transferred in accordance with Section 7.3(c), transfers all, but not less than all, of the Project Property (other than leased personal property that is not material to the Project that, by the terms of the lease, may not be transferred) to the same transferee, which is the ultimate parent owner or a Subsidiary of the ultimate parent owner (such ultimate parent owner, for the purposes of this clause (a), the “New Owner”);
(iii)the Seller assigns all its rights and obligations under this Agreement to the New Owner concurrently with any such transfer of Project Property, and the New Owner assumes in favour of the Purchasers all of the Seller’s obligations under this Agreement pursuant to an agreement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably (upon such assumption and agreement and completion of the transfer of Project Property in accordance with this Section 7.3(a), the Seller shall automatically be released from its obligations hereunder except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such assumption and agreement);
(iv)the New Owner and each Person that has a direct or indirect interest in the Project Property, enters into such documents, including Guarantees, and grants such charges and security interests in, to and over the Project Property and other collateral as to achieve the functionally equivalent security as contemplated by the Security Documents entered into by the Project Entities pursuant to Article 8 (upon the execution and delivery of Security Documents, including Guarantees, and completion of the transfer of Project Property in accordance with this Section 7.3(a), the Project Entities shall automatically be released from their respective obligations thereunder, except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such execution and delivery);

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(v)the Persons referred to subsections (ii),(iii) and (iv) above satisfy the conditions set forth in Sections 3.4(h), 3.4(i), 3.4(m), 3.4(n), 3.4(o) and 3.4(p) as if the provisions applied to them, with appropriate modifications;
(vi)all necessary consents and approvals of any Governmental Body or other Person are obtained or satisfied with respect to such Transfer;
(vii)there is no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of Default) that has occurred and is continuing;
(viii)the Purchasers’ Agent does not reasonably expect such Transfer to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to the “Seller”, “Project Entities” or “Owner” shall instead refer to the Persons referred to in subsections (ii), (iii) and (iv) above, as applicable);
(ix)the Purchasers’ Agent is satisfied that the New Owner is an Eligible Transferee, unless such Transfer occurs after the Covenant Release Date and during the Project’s final year of mine life based on the then current mineral reserves and Mine Plan; and
(x)if the Persons referred to in subsections (ii), (iii) and (iv) above, or any of their Affiliates, have any outstanding Debt secured by the same assets secured under the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchasers on terms not less favourable to the Purchasers than those in the Intercreditor Agreement;
Change of Control
(b)in the case of a Change of Control of any Project Entity or any Person to which a direct or indirect interest in Project Property has been transferred in accordance with Section 7.3(c):
(i)the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed Change of Control;
(ii)the Seller assigns all of its rights and obligations under this Agreement to the Person acquiring control of any such Person if it is the ultimate parent owner or otherwise to the ultimate parent owner if it is a Subsidiary of the ultimate parent owner (such ultimate parent owner, for the purposes of this clause (b), the “New Owner”) (or a Subsidiary thereof) concurrently with any such Change of Control and the New Owner (or Subsidiary thereof) assumes in favour of the Purchasers all of the Seller’s obligations under this Agreement pursuant to an agreement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably (upon such assumption and agreement and completion of the Change of Control in accordance with this Section 7.3(b), the Seller shall automatically be released from its obligations hereunder except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such assumption and agreement);

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(iii)the New Owner and each Person that, as a result of the Change of Control, acquires a direct or indirect interest in Project Property enters into such documents, including Guarantees, and grants such charges and security interests in, to and over Project Property and other collateral as to achieve the functionally equivalent security as contemplated by the Security Documents entered into by the Project Entities pursuant to Article 8 (upon the execution and delivery of Security Documents, including Guarantees, and completion of the Change of Control in accordance with this Section 7.3(b), the Project Entities shall automatically be released from their respective obligations thereunder, except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such execution and delivery);
(iv)the Project Entities which will continue to hold a direct or indirect interest in Project Property following the Change of Control shall grant the same security interests in, to and over any shares of the New Owner, its Subsidiaries and the Owner held by them that would be required to be granted by a minority interest holder in accordance with Section 7.3(d);
(v)the Persons referred to in subsections (ii), (iii) and (iv) above satisfy the conditions set forth in Sections 3.4(h), 3.4(i), 3.4(m), 3.4(n), 3.4(o) and 3.4(p) as if the provisions applied to them, with appropriate modifications;
(vi)all necessary consents and approvals of any Governmental Body or other Person are obtained or satisfied with respect to such Change of Control;
(vii)there is no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of Default) that has occurred and is continuing;
(viii)the Purchasers’ Agent does not reasonably expect such Change of Control to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to the “Seller”, “Project Entities” or “Owner” shall instead refer to the Persons referred to in subsections (ii), (iii) and (iv) above, as applicable);
(ix)the Purchasers’ Agent is satisfied that the New Owner is an Eligible Transferee, unless such Transfer occurs after the Covenant Release Date and during the Project’s final year of mine life based on the then current mineral reserves and Mine Plan; and
(x)if the Persons referred to in subsections (ii), (iii) and (iv) above have any outstanding Debt secured by the same assets secured under the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchasers on terms not less favourable to the Purchasers than those in the Intercreditor Agreement;

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Inter-corporate Transfers
(c)in the case of a Transfer of Project Property or other Collateral to a Group Member (including by way of the issuance of shares of a Project Entity):
(i)the Seller shall have provided the Purchasers with at least 10 days prior written notice of the proposed Transfer;
(ii)the Seller provides a confirmation in writing in favour of the Purchasers that its obligations under this Agreement shall continue in full force and effect despite any such Transfer;
(iii)the provisions of Sections 7.3(a)(iv), 7.3(a)(v), 7.3(a)(vi), 7.3(a)(vii) and 7.3(a)(viii) are complied with mutatis mutandis;
(iv)the transferee shall have no Debt other than Permitted Debt; and
(v)if, following such Transfer, any Group Member has any outstanding Debt secured by the same assets secured under the Security Documents, its secured lenders shall have entered into an intercreditor agreement with the Purchasers on terms not less favourable to the Purchasers than those in the Intercreditor Agreement; and
Joint Ventures and Minority Dispositions
(d)in the case of the Seller or a Project Entity entering into a minority interest disposition, joint venture or other similar commercial arrangement, in any case involving a Transfer of Collateral (other than Project Property) (including by way of the issuance of shares of a Project Entity) with another Person that is not a Group Member:
(i)the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed disposition, joint venture or other similar commercial arrangement;
(ii)the Seller retains at least an indirect majority undivided interest in the Projects;
(iii)a Group Member is at all times the operator of the relevant Project;
(iv)such other Person in a document, in form and substance satisfactory to the Purchasers’ Agent, acknowledges to the Project Entities and the Purchasers, the obligations of the Project Entities under this Agreement and the other Stream Documents, and enters into such documents, including Guarantees, and grants such charges and security interests in, to and over any Collateral to which it acquires any legal right, title or interest so as to achieve the functionally equivalent security as contemplated by the Security Documents entered into by the Project Entities pursuant to Article 8;
(v)all filings have been made and all other actions have been taken that are required in order for the Purchasers to continue at all times following such transaction to have the valid and perfected security interest contemplated by Article 8;

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(vi)such other Person satisfies the conditions set forth in Sections 3.4(h), 3.4(i), 3.4(m), 3.4(n), 3.4(o) and 3.4(p) as if the provisions applied to them, with appropriate modifications;
(vii)all necessary consents and approvals of any Governmental Body or other Person obtained or satisfied with respect to such arrangements;
(viii)there is no Seller Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a Seller Event of Default);
(ix)the Purchasers’ Agent does not reasonably expect such transaction to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to the “Seller”, “Project Entities” or “Owner” shall instead refer to the Seller, Projects Entities and such other Person, as applicable); and
(x)if such other Person or its Affiliates have outstanding Debt secured by the same assets as this Agreement and the Security Documents, its secured lenders shall have entered into an intercreditor agreement with the Purchasers on terms and conditions not less favourable to the Purchasers than those in the Intercreditor Agreement.
7.4Abandonment
If an Owner intends to abandon, surrender, relinquish or let lapse any of the Project Real Property including by way of ceasing to maintain Project Authorizations or the validity of mineral claims, leases or exploration licenses (the “Abandonment Property”), the Seller shall (a) have determined, acting in a commercially reasonable manner, that it is not economical to mine minerals from the Abandonment Property, and (b) first give notice of such intention to the Purchasers’ Agent at least 30 days in advance of the proposed date of abandonment. If: (i) not later than 10 days before the proposed date of abandonment, the Seller receives from the Purchasers’ Agent written notice that one or more of the Purchasers desire the Seller to convey or cause the conveyance of the Abandonment Property to such Purchasers or an assignee, and (ii) the Abandonment Property is not subject to any restrictions that would restrict the transfer of such Abandonment Property to the Purchasers; then the Seller shall, without additional consideration, convey or cause the conveyance of the Abandonment Property to such Purchasers on an as is where is basis and at the sole cost, risk and expense of such Purchasers and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If the Purchasers’ Agent does not give such notice to the Seller within the prescribed period of time, an Owner may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property; provided, however, that if any Group Member reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any time within seven years following abandonment, the production of silver from such property shall be subject to this Agreement. The Seller shall give written notice to the Purchasers’ Agent within ten days of any such reacquisition.

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Article 8
SECURITY
8.1Security Documents
As security for the due and punctual payment of all of the Stream Obligations, the Seller shall, and as security for the Guarantee by each of the Guarantors the Seller shall cause each of the Guarantors to, on or prior to the Closing Date, grant a continuing security interest and a first-ranking Encumbrance in favour of the Stream Collateral Agent over all of the Collateral (subject only to Permitted Encumbrances and the Intercreditor Agreement), and in furtherance thereof shall deliver or cause to be delivered to the Stream Collateral Agent, for the benefit of the Purchasers, in form and substance satisfactory to Purchasers’ counsel, acting reasonably:
(A)a Guarantee of the Stream Obligations from each Guarantor;
(B)a Security Agreement from each Stream Party;
(C)the Nevada Security Documents;
(D)Pledge Agreements from each Stream Party with respect to equity interests it holds in any other Stream Party;
(E)an assignment of the proceeds of any property insurance policy relating to the Collateral in which the Stream Party has an interest;
(F)if required pursuant to the Gold Prepay Agreement or any Refinancing Facility, a specific assignment of the Material Contracts that any Stream Party is party to or bound by, together with applicable acknowledgements from the counterparties thereto;
(G)deposit account control agreements between each Owner, the Stream Collateral Agent, and Wells Fargo Bank, N.A. in respect of each Proceeds Account; and
(H)all share or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements or as otherwise reasonably required by the Purchasers’ Agent or the Purchasers for the purposes of granting, protecting or ensuring a first-ranking (subject only to Permitted Encumbrances) perfected Encumbrance in favour of the Stream Collateral Agent, for the benefit of the Purchasers, in all assets and property of, and pledged equity in, the Stream Parties (other than Excluded Assets).
8.2Additional Security from New Subsidiaries
The Seller shall cause each Person that becomes a Stream Party after the date hereof (by way of acquisition or otherwise) to promptly deliver to the Stream Collateral Agent (a) a Guarantee of the Stream Obligations, (b) security over the undertaking, property and assets of such Subsidiary substantially to the same effect as the Security provided for in Section 8.1, (c) a third party legal opinion from the Seller’s counsel concerning such Subsidiary, Guarantee and security, to all be delivered to the Purchasers’ Agent, the Purchasers and the Stream Collateral Agent contemporaneously with such Person first becoming a Stream Party, together with all share or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, consents, authorizations, registrations (or evidence of the filing of the same with the applicable authority for the purposes of registration) and supporting documentation (including updates to disclosure schedules hereto) in respect thereof as necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.

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8.3Further Assurances – Security
(a)The Seller shall, and the Seller shall cause each other Guarantor to, take or cause to be taken such action and execute and deliver or cause to be executed and delivered to the Stream Collateral Agent such agreements, documents and instruments as the Purchasers’ Agent or the Stream Collateral Agent shall reasonably request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the reasonable opinion of the Purchasers’ Agent, the Stream Collateral Agent or the Purchasers’ counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Section 8.1 or 8.2 as first-ranking Encumbrances (subject to the Intercreditor Agreement) of the Person granting such Encumbrances, subject only to the Permitted Encumbrances, in all jurisdictions reasonably required by the Purchasers’ Agent or the Stream Collateral Agent, in each case within a reasonable time after the request therefor by the Purchasers’ Agent or the Stream Collateral Agent or the Purchasers’ Agent’s counsel, and in each case, in form and substance satisfactory to the Purchasers’ Agent’s counsel, acting reasonably.
(b)The Seller shall not, and the Seller shall not permit any other Guarantor to, change its legal or operating name or the location of its chief executive office, except with at least 15 days’ prior written notice to the Purchasers’ Agent and the Stream Collateral Agent.
(c)The Seller shall promptly notify the Purchasers of (i) the acquisition by any Project Entity of any Project Real Property, whether owned or leased (and in the case of any leased property, provide the Stream Collateral Agent with a charge over such leasehold interest on terms satisfactory to the Purchasers’ Agent and the Stream Collateral Agent, acting reasonably), and (ii) any new locations of tangible assets of any Project Entity, other than inventory in transit.
8.4Security Effective Notwithstanding Date of Deposit
The Security shall be effective and the undertakings in this Agreement and the other Stream Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments under this Agreement or any of the other Stream Documents, but shall constitute continuing security to and in favour of the Stream Collateral Agent for the benefit of the Purchasers for the Stream Obligations from time to time.

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8.5No Merger
The Security shall not merge in any other security. No judgment obtained by or on behalf of the Purchasers shall in any way affect any of the provisions of this Agreement, the other Stream Documents or the Security. For greater certainty, no judgment obtained by or on behalf of the Purchasers shall in any way affect the obligation of the Seller to deliver Refined Silver or to pay any amounts at the rates, times and in the manner provided in this Agreement.
8.6Release of Security
(a)Subject to Section 8.6(b) and 8.6(c), following indefeasible payment and performance in full of all Stream Obligations under this Agreement and the other Stream Documents, the Purchasers’ Agent will promptly, at the request, cost and expense of the Seller, direct the Stream Collateral Agent to release and discharge the right and interest of the Purchasers’ Agent and the Purchasers in the Collateral.
(b)Subject to the Intercreditor Agreement, if any Collateral is disposed of as permitted by this Agreement or is otherwise released from the Security at the direction or with the consent of the Purchasers’ Agent, at the request, cost and expense of the Seller (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such disposition), the Purchasers’ Agent shall direct the Stream Collateral Agent to discharge such Collateral from the Security and deliver and re-assign to the relevant Stream Party (without any representation or warranty) any of such Collateral as is then in the possession of the Stream Collateral Agent.
(c)When the Second Threshold Amount has been delivered under this Agreement, the Purchasers' Agent will promptly, at the request, cost and expense of the Seller, direct the Stream Collateral Agent to release and discharge: (i) the right and interest of the Purchasers’ Agent and the Purchasers in the Collateral related to the Granite Creek Project, including the Granite Creek Project Property and the Granite Creek Project Real Property, including the Pledge Agreement with respect to the equity interests of the Granite Creek Owner; and (ii) all obligations of the Granite Creek Owner as a Guarantor hereunder, including the Security Documents from the Granite Creek Owner.
8.7Stockpiling
If the Owner or any other Stream Party intends to stockpile, store, warehouse or otherwise place Minerals or other minerals forming part of the Collateral off the Project Real Property, before doing so, such Owner or other Stream Party shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Stream Collateral Agent a written acknowledgement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, which provides that the Owner’s and/or its Affiliates’, as applicable, rights to the Minerals or other minerals forming part of the Collateral shall be preserved and which acknowledges the Purchasers’ Encumbrances thereon and provides the Stream Collateral Agent with a right of access in the event of enforcement by the Stream Collateral Agent of the Security Documents. For greater certainty, stockpiling of Eligible Project Minerals in accordance with the terms and conditions of the applicable NGM Toll Treatment Agreements shall be deemed to be in compliance with the provisions of this Section 8.7.

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8.8Consent to Refinancing Facility and Agreement to Subordinate
(a)The Purchasers hereby consent to any Refinancing Facility, provided that such Refinancing Facility is subject to an intercreditor agreement on substantially similar terms and conditions as the Intercreditor Agreement, and agree that in connection with the Seller entering into any Refinancing Facility the Purchasers’ Agent shall enter into such an intercreditor agreement with the lenders under such Refinancing Facility (or an agent on behalf of such lenders).
(b)After the Covenant Release Date, the Purchasers will subordinate the Security, on terms and conditions satisfactory to the Purchasers’ Agent, acting reasonably, to the security interests of third-party lenders or financiers to any Group Member that specifically require priority.
Article 9
REPRESENTATIONS AND WARRANTIES
9.1Representations and Warranties of the Stream Parties
The Seller, as to itself and as to each of its Subsidiaries and, where applicable, each Stream Party, acknowledging that the other Parties are entering into this Agreement in reliance thereon, hereby jointly and severally make, on and as of the date of this Agreement, the representations and warranties set forth in Schedule L to the other Parties.
9.2Representations and Warranties of the Purchaser
Each Purchaser, acknowledging that the other Parties are entering into this Agreement in reliance thereon, makes, on and as of the date of this Agreement, the representations and warranties set forth in Schedule M to the other Parties.
9.3Survival of Representations and Warranties
The representations and warranties set forth in Schedules L and M shall survive the execution and delivery of this Agreement.
9.4Knowledge
Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Seller, it shall be deemed to refer to the actual knowledge of any officer, director or member of management of any Project Entity and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

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Article 10
SELLER EVENTS OF DEFAULT
10.1Events of Default
Each of the following events or circumstances constitutes an event of default by the Seller (each, a “Seller Event of Default”):
(a)the Seller fails to sell and deliver Refined Silver to the Purchasers on the terms and conditions set forth in this Agreement within two Business Days of the date upon which sale and delivery is required hereunder;
(b)the Seller is in breach of its obligations under Section 3.3;
(c)other than as provided in Sections 10.1(a), 10.1(b) and 10.1(c), the Seller or any Guarantor is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement or any other Stream Document, which breach or default is not remedied within a period of 15 Business Days after the earlier of (i) delivery by the Purchasers’ Agent to the Seller or any Guarantor, as applicable, of written notice of such breach or default, and (ii) such Person becoming aware of such breach;
(d)the Seller or any Guarantor makes any representation or warranty under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made;
(e)the Seller or any Guarantor ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due;
(f)the Seller or any Guarantor becomes bankrupt, whether voluntarily or involuntarily, or becomes subject to any proceeding seeking liquidation, arrangement, monitorship, relief of creditors or the appointment of a receiver or trustee over any of the Collateral, and such proceeding is not contested by the Seller or such Guarantor, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed within 30 days of its commencement or issuance (for greater certainty, such 30-day grace period shall not apply if the Seller or such Guarantor becomes bankrupt voluntarily or any such proceedings are initiated by a Group Member);
(g)an order is made or a resolution is passed for the winding up, liquidation or dissolution of the Seller or any Guarantor;
(h)all or any portion of the Collateral is sold, transferred, Encumbered or assigned without the consent of the Purchasers (other than pursuant to a Permitted Asset Disposition or other disposition permitted hereunder or Permitted Encumbrance, as applicable);
(i)an Encumbrancer or any other Person takes possession of any of the Collateral by appointment of a receiver, receiver and manager, or otherwise;

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(j)the Seller is in breach or default of its obligations under Section 7.1 or 7.2, or the Seller or any Guarantor takes or seeks to take any action to abandon all or any material portion of the Collateral (other than as permitted under Section 7.4);
(k)any Governmental Body directly or indirectly condemns, expropriates, nationalizes, seizes or appropriates any interest in any Stream Party or any material portion of the Collateral;
(l)it is or becomes unlawful, or any action taken by a Governmental Body makes it impractical or impossible, for the Seller or any Guarantor to perform any of its obligations in any material respect under any Stream Document;
(m)(i) any Group Member, or any director or officer of any Group Member, has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any Sanctions, or (ii) any employee or agent of any Group Member has breached, or is charged with breaching, any AML Legislation, any Anti-Corruption Laws or any Sanctions, unless either (A) such Group Member’s relationship with such employee or agent is terminated within 10 days of acquiring actual knowledge of such breach or charge, or (B) such Group Member takes such other action to remedy such breach or charge as may be acceptable to the Purchasers’ Agent within 10 days of acquiring actual knowledge of such breach or charge and thereafter continues to take such action as may be acceptable to the Purchasers’ Agent; or
(n)any of the Security or any Stream Document is repudiated or contested by the Seller or any Guarantor in whole or in part, ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a court or other judicial entity or, in the case of the Security, to not constitute a first ranking priority Encumbrance in the Collateral, subject only to Permitted Encumbrances.
In addition to the foregoing, until the Covenant Release Date, each of the following events or circumstances shall also constitute a Seller Event of Default:
(o)the Seller or any Guarantor (i) fails to make any payment when such payment is due and payable to any Person in relation to any Debt having a principal amount in excess of $[Redacted – commercially sensitive information], and any applicable grace period in relation thereto has expired, or (ii) defaults in the observance or performance of any other agreement or condition in relation to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt to declare such Debt to become due prior to its stated maturity date;
(p)the occurrence of any “Default” or “Event of Default”, as defined under the Gold Prepay Facility or any Refinancing Facility, or a Convertible Debt Agreement without giving effect to any amendments or waivers from the lenders thereunder;
(q)a final judgment, order, writ of execution, garnishment or attachment or similar process for an amount in excess of $[Redacted – commercially sensitive information] is issued or levied against the Seller or any Guarantor or any material portion of the Collateral;

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(r)the applicable Owner takes or seeks to take any action to (i) put a Project on care and maintenance, or (ii) otherwise suspend mining operations at a Project (other than temporary suspensions for sound operational reasons not to exceed three months);
(s)any Material Project Authorization that has been previously obtained by an Owner is suspended, cancelled, revoked, forfeited, surrendered, refused renewal or terminated (whether in whole or in part) or otherwise is not, or ceases to be, in full force and effect at any time;
(t)an Owner fails to obtain, or loses the right to, or benefit of, a Material Project Authorization;
(u)a material default occurs and is continuing under any Material Project Agreement after giving effect to any cure period thereunder or any Material Project Agreement is terminated other than at scheduled maturity or with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), acting reasonably;
(v)a default occurs in the making of any Waterton Payment when required to be made, or any breach or default occurs under any agreement or instrument governing, evidencing, securing or otherwise relating to any Waterton Payment, including any Waterton Subordination Agreement; or
(w)the occurrence of a Material Adverse Effect.
10.2Remedies
(a)If a Seller Event of Default occurs and is continuing, the Purchasers shall have the right, upon written notice from the Purchasers’ Agent (at the direction of the Majority Purchasers) to the Seller, at their option and in addition to and not in substitution for any other remedies available to the Purchasers hereunder or at law or equity, to take any or all of the following actions:
(i)demand all amounts and deliveries owing by the Seller and the Guarantors to the Purchasers;
(ii)terminate this Agreement by written notice to the Seller and, without limiting Section 10.2(a)(i), demand all Losses suffered or incurred as a result of the occurrence of such Seller Event of Default and termination, including the greater of:
(A)the Early Termination Amount; and
(B)the NPV of the Remaining Stream, provided that for the purposes of this Section 10.2(a)(ii)(B) only, a [Redacted – commercially sensitive information]% discount rate will be applied; and
(iii)direct the Stream Collateral Agent to enforce the Security.
(b)The Parties hereby acknowledge and agree that (i) the Purchasers will be damaged by a Seller Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from a Seller Event of Default; (iii) any sums payable in accordance with Section 10.2(a)(ii) with respect to a Seller Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Section 10.2(a)(ii) with respect to a Seller Event of Default represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such Seller Event of Default in full and final satisfaction of all amounts owed in respect of such Seller Event of Default.

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(c)For greater certainty, if the Majority Purchasers do not exercise their termination right under Section 10.2(a)(ii), the obligations of the Seller or any successors following a realization hereunder shall continue in full force and effect.
Article 11
PURCHASER EVENTS OF DEFAULT
11.1Events of Default
Each of the following events or circumstances constitutes an event of default by a Purchaser (each, a “Purchaser Event of Default”):
(a)such Purchaser is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement or any other Stream Document, which breach or default is not remedied within a period of 15 Business Days after the earlier of (i) delivery by the Seller to such Purchaser of written notice of such breach or default, and (ii) such Purchaser becoming aware of such breach; or
(b)such Purchaser makes any representation or warranty under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made.
11.2Remedies
The Seller shall have no right to terminate this Agreement. However, if a Purchaser Event of Default has occurred and is continuing, the Seller shall be entitled to all other remedies available to it under this Agreement (including Sections 13.3 and 13.4) or at law or in equity.
Article 12
THE PURCHASERS AND THE PURCHASERS’ AGENT
12.1Decision-Making
(a)Any amendment, waiver, discharge or termination with respect to this Agreement relating to the following matters shall be effective only if agreed between the Seller and the Unanimous Purchasers:
(i)any amount payable or deliverable by the Seller to the Purchasers, or any alteration in the currency or mode of calculation or computation of any amount payable or deliverable by the Seller to the Purchasers hereunder;
(ii)any change to Article 10 or what constitutes a Seller Event of Default;

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(iii)any extension or reduction of the time for any payments or deliveries required to be made by the Seller to the Purchasers;
(iv)any extension or reduction of the notice period required in connection with any payment or delivery by the Seller to the Purchasers;
(v)any material change in the nature and scope of the Security or any release or discharge of any material portion of the Security, except that the Stream Collateral Agent may from time to time without notice to or the consent of the Purchasers execute and deliver partial releases of the Security from time to time in respect of any item of the Collateral to the extent expressly permitted in this Agreement;
(vi)any provision of this Article 12; or
(vii)the reduction or elimination of any rights of any Purchaser, acting alone or together with other Purchasers, to exercise any rights or receive any information.
(b)Except for the matters described in this Section 12.1 above or otherwise expressly provided for in this Agreement, any amendment, waiver, discharge or termination with respect to this Agreement shall be effective only, if agreed between the Seller and the Majority Purchasers, in writing and any such amendment, waiver, discharge or termination that is so agreed shall be final and binding upon all of the Purchasers. Subject to the other provisions of this Section 12.1, where the terms of this Agreement refer to any action to be taken hereunder or thereunder by the Purchasers or to any such action that requires the consent or other determination of the Purchasers, the action taken by and the consent or other determination given or made by the Majority Purchasers shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Purchasers.
(c)The Purchaser’s Agent shall provide the other Purchasers with copies of all amendments, waivers or consents provided by the Purchasers’ Agent with respect to any provisions of this Agreement or other Stream Documents promptly upon execution thereof.
(d)To the extent that any of the Purchasers has an interest in the subject matter of any decision (other than the appointment of the Purchasers’ Agent) requiring approval of the Purchasers and such interest is adverse in any material respect from the interest of any other Purchasers, in their capacity as Purchasers, such Purchaser’s Share shall be disregarded in determining the approval of the Majority Purchasers or Unanimous Purchasers, as applicable.
12.2Purchasers’ Obligations Several; No Partnership
Subject to the terms and conditions of this Agreement, each Purchaser agrees to fund its respective Purchaser’s Share to the Seller. The obligations of each Purchaser under this Agreement are several and not joint or joint and several. No Purchaser shall be responsible for the obligations of any other Purchaser hereunder, nor shall any Purchaser be obligated to fund its portion of the Deposit unless it is satisfied, acting reasonably, that the other Purchasers will fund their respective portions of the Deposit.

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Neither the entering into of this Agreement nor the completion of any transactions contemplated herein shall constitute the Purchasers a partnership.
12.3Intercreditor Agreement
The rights and obligations of the Stream Collateral Agent shall be governed by the provisions of the Intercreditor Agreement. The exercise of the Purchasers’ Agent’s rights under the Intercreditor Agreement, including appointment of the Stream Collateral Agent, shall, subject to Section 12.1, be taken at the direction of the Majority Purchasers.
12.4Purchasers’ Agent
(a)From time to time, the Purchasers may authorize one of the Purchasers, or an Affiliate of one of the Purchasers to act as the Purchasers’ Agent for taking the actions of the Purchasers’ Agent specified under the Stream Documents. The Purchasers’ Agent shall be OMF Fund III (Hg) Ltd. or as otherwise be designated from time to time by notice in writing from the Majority Purchasers to the other Parties.
(b)In exercising its duties hereunder, the Purchasers’ Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained. The Purchasers’ Agent may refrain from exercising any right, power or discretion vested in it under this Agreement which would or might in its opinion in its sole discretion be contrary to any Applicable Law or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Applicable Law. The Purchasers’ Agent shall not be bound to disclose to any Person any information relating to any Group Member if such disclosure would or might in its opinion in its sole discretion constitute a breach of Applicable Law or be otherwise actionable at the suit of any Person.
(c)The Purchasers’ Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith and the Purchasers’ Agent shall not be under any liability to any Purchaser as a result of taking or omitting to take any action in relation to the Stream Documents save in the case of the Purchasers’ Agent’s gross negligence or wilful misconduct.
(d)Each Purchaser shall, on demand by the Purchasers’ Agent, indemnify the Purchasers’ Agent pro rata (based on each Purchaser’s Share), against any and all costs, claims, reasonable expenses (including legal fees) and liabilities which the Purchasers’ Agent may incur (and which, where applicable, have not been reimbursed by the Seller) to the extent required hereunder, otherwise than by reason of its own gross negligence or wilful misconduct, in acting in its capacity as the Purchasers’ Agent under the Stream Documents.
12.5Sharing of Information
Notwithstanding Section 6.13, the Purchasers may share among themselves any information they may have from time to time concerning the Group Members whether or not such information is confidential; but shall have no obligation to do so, provided that any Confidential Information so shared will remain subject to the terms and conditions of Section 6.13. The Seller, on behalf of itself and each Group Member, authorizes the Purchasers to share among each other any information possessed by any of them regarding the Group Members, subject to the obligations of the Purchasers under Section 6.13.

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12.6Amendments to this Article
The Purchasers may amend any provision in this Article 12 without prior notice to or the consent of the Seller, and the Purchasers shall provide a copy of any such amendment to the Seller reasonably promptly thereafter; provided, however, that if any such amendment would adversely affect any rights, entitlements, obligations or liabilities of any of Group Member (other than in a de minimus manner), such amendment shall not be effective until the Seller provides its written consent thereto, such consent not to be unreasonably withheld or delayed.
12.7Adjustments Among Purchasers
(a)Each Purchaser agrees that it will at any time or from time to time, as required by any other Purchaser, purchase portions of the amounts due and owing to the other Purchasers and make any other adjustments which may be necessary or appropriate so that the amounts due and owing to each Purchaser, as adjusted under this Section, will, as nearly as possible, reflect each Purchaser’s Share determined as at the date of the exercise of any such rights.
(b)For greater certainty, the Purchasers acknowledge and agree that, without limiting the generality of the provisions of Section 12.7(a), those provisions will have application if and whenever any Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, realization upon any Security or otherwise) on account of any money owing or payable by the Seller or a Guarantor to it in excess of the amounts to which it would otherwise be entitled under Section 12.7(a).
(c)The Seller agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Purchasers under this Section 12.7.
Article 13
ADDITIONAL PAYMENT TERMS
13.1Payments
All payments of funds due by one Party to another under this Agreement shall be made in U.S. dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the receiving Party in writing from time to time.
13.2Taxes
(a)All deliveries of Refined Silver and all payments and transfers of property of any kind made in respect of this Agreement or any other Stream Document (each such amount, a “Payment”) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any Taxes, other than Excluded Taxes, except to the extent otherwise required by Applicable Law.

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(b)If the payor of any Payment (the “Payor”) is required by Applicable Law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any Payment (any such Tax withheld by the Payor, an “Indemnified Withholding Tax”) to a Purchaser, then the amount otherwise payable to such Purchaser shall be increased by such amount (“Additional Amounts”) as may be necessary so that after making all required deductions or withholdings such Purchaser receives an amount equal to the sum it would have received if no deduction or withholding had been made from such Payment, and the Payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law.
(c)If a Purchaser becomes liable for any Tax on any Payment, other than (i) any Excluded Taxes or (ii) any Indemnified Withholding Tax in respect of which the Purchaser has received Additional Amounts in accordance with Section 13.2(b) (any such other Tax, an “Indemnified Other Tax”), then the Payor shall indemnify such Purchaser for such Tax, and the indemnity payment shall be increased as may necessary so that after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Purchaser shall receive the full amount of Taxes for which it is liable, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such Indemnified Other Tax delivered to the Payor by such Purchaser shall be conclusive absent manifest error.
(d)If requested by the Seller, the Purchaser shall use reasonable commercial efforts to dispute the imposition or assertion by the relevant Governmental Body of any Indemnified Taxes, all at the Seller’s expense; provided, however, that the Purchaser may refuse to do so if doing so would have an adverse impact on it (including by disputing the imposition or assertion of such Taxes if there is no reasonable basis to do so), as determined by the Purchaser, acting reasonably. In the event that the Purchaser proceeds with disputing the imposition or assertion of such Taxes, the Purchaser will have carriage of such dispute and any related communications and proceedings, provided that Purchaser shall (i) timely keep the Seller informed of any material developments relating to the dispute and proceedings, (ii) timely provide the Seller with copies of any written correspondence with the relevant Governmental Body relating to the dispute or proceedings, (iii) give due consideration to any suggestions by the Seller relating to the conduct of the dispute or proceedings, and (iv) not settle, compromise or otherwise resolve such dispute without the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding clause (iv) of the immediately foregoing sentence, the Purchaser shall be entitled to discontinue such dispute at any time that it determines, acting reasonably, that the continuation of such dispute would have an adverse impact on it. In no event shall the Purchaser have any liability whatsoever to the Seller for any decision by it to commence, settle, compromise, resolve or discontinue such dispute, the manner in which the Purchaser carries out such dispute or the results thereof.
(e)If a Purchaser receives a refund of any Indemnified Taxes, or the Purchaser, acting reasonably, determines that, because of the payment of such Indemnified Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 13.2 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of such Purchaser, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The Payor, upon the request of a Purchaser, agrees to repay the amount paid over to the Payor to such Purchaser, without interest, if such Purchaser is required to repay such refund or reduction to such Governmental Body. This paragraph shall not be construed to require a Purchaser to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Seller or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

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(f)Any Purchaser that is entitled to an exemption from or reduction of Taxes under the law of the jurisdiction in which the Seller or any Payor is resident for tax purposes, any treaty to which such jurisdiction is a party, or otherwise, with respect to any payments made in respect of this Agreement shall, at the request of the Seller, deliver to the Seller (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Seller or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) or as reasonably requested by the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding Taxes. In addition, any Purchaser, if requested by the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Seller or the Administrative Agent as will enable the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Purchaser shall be required to deliver any documentation pursuant to this Section 13.2(f) that such Purchaser is not legally able to deliver.
(g)Following the execution and delivery of this Agreement, each of the parties hereto will co-operate reasonably with the other parties hereto in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate the reduction of the Seller’s or any other Group Member’s obligations to pay any Additional Amounts or Indemnified Other Taxes pursuant to this Section 13.2 or for any other reasonable tax planning purpose of any party, provided that such adjustments have no material adverse impact on the non-proposing party and that the costs of such adjustments shall be paid for by the proposing party. For greater certainty, if, as a result of a change in Applicable Law or in the interpretation of any Applicable Law by a relevant Governmental Body (a “Change in Law”), the Seller or any other Group Member is required to pay any Indemnified Taxes pursuant to this Section 13.2 which are materially in excess of the Indemnified Taxes which would have been paid to a Purchaser prior to the Change in Law, the parties agree that, upon the request of the Seller, the parties shall negotiate in good faith to implement any proposed adjustments to the structure or terms of this Agreement and any other relevant agreement between the Parties so that the Seller is no longer materially and adversely affected by such Change in Law; provided that, notwithstanding anything in this Agreement to the contrary, no party shall be obligated to execute any such amendment if doing so would have an adverse impact on such party, as determined by such party in its sole and absolute discretion acting reasonably.
13.3Overdue Payments
Unless otherwise provided herein, any payment or delivery not made by a Party on or by any applicable payment or delivery date referred to in this Agreement shall incur interest from the due date until such payment or delivery is paid or made in full at a per annum rate equal to 10% from and after the due date, calculated, compounded and paid monthly in arrears.
13.4Set-Off
Any dollar amount or Refined Silver owing by a Party to any other Party under this Agreement may be set off against any dollar amount or Refined Silver owed to such Party by the other Party.

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Subject to Section 2.6: (a) any amount of Refined Silver set off and withheld against any non-payment by a Party shall be valued at the Silver Market Price as of the day that such amount of Refined Silver became deliverable to such Party and shall result in a reduction in the amount of Refined Silver otherwise to be delivered by that number of ounces equal to the dollar amount set off divided by such Silver Market Price; and (b) any payment set off and withheld against any non-delivery of Refined Silver by a Party shall value the Refined Silver at the Silver Market Price as of the day that such payment became payable to such Party and shall result in a reduction in the amount of Refined Silver otherwise to be delivered by such Party by that number of ounces equal to the dollar amount set off divided by such Silver Market Price.
Article 14
INDEMNITIES
14.1Indemnity of the Seller
The Seller shall, jointly and severally, indemnify and save each of the other Parties, their Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:
(a)any breach or inaccuracy of any representation or warranty of the Seller or any Guarantor contained in this Agreement or the other Stream Documents, including the representations and warranties set forth in Schedule L hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto;
(b)any breach, including breach due to non-performance, by the Seller or any Guarantor of any covenant or agreement to be performed by such Person contained in this Agreement or the other Stream Documents or in any document, instrument or agreement delivered pursuant hereto or thereto;
(c)the development or operation of the Projects;
(d)the failure of any of the Group Members to comply with any Applicable Law, including any Applicable Law relating to environmental matters and reclamation obligations, the ICMM Guidelines, the HSEC Policy or the Anti-Corruption Policy; or
(e)the physical environmental condition of a Project and matters of health and safety related to the Projects or any action or claim brought with respect thereto (including conditions arising prior to the date of this Agreement),
provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of any such indemnified Person.
14.2Indemnity of Purchasers
Each Purchaser shall indemnify and save each of the other Parties and their Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

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(a)any breach or inaccuracy of any representation or warranty of such Purchaser contained in this Agreement or the other Stream Documents, including the representations and warranties set forth in Schedule M hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto; or
(b)any breach, including breach due to non-performance, by such Purchaser of any covenant or agreement to be performed by such Purchaser contained in this Agreement or the other Stream Documents or in any document, instrument or agreement delivered pursuant hereto or thereto,
provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of any such indemnified Person.
14.3Non-Party Indemnified Persons
Each of the Parties shall act as the trustee to its related indemnified Persons under this Article 14 to the extent indemnified under this Agreement and accepts this trust and will hold and enforce the covenants herein on behalf of such related indemnified Persons.
Article 15
GENERAL
15.1Disputes and Arbitration
(a)Subject to Sections 15.1(b) and 15.1(c):
(i)Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof which has not been resolved by the Parties within the time frames specified herein (or where no time frames are specified, within 15 days of the delivery of written notice by either Party of such dispute, controversy or claim) shall be referred to the chief executive officer, general counsel or other individual of similar seniority and authority of each applicable Party for prompt resolution.
(ii)Any such dispute, controversy or claim which cannot be resolved by such individuals within 15 days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration administered by the International Center for Dispute Resolution, and any Party may so refer such dispute, controversy or claim to binding arbitration. Such referral to binding arbitration shall be to one qualified arbitrator in accordance with the Arbitration Rules, which Arbitration Rules shall govern such arbitration proceeding. The place of arbitration shall be Toronto, Ontario, and the language of arbitration shall be English. The determination of such arbitrator shall be final and binding upon the Parties and the costs of such arbitration shall be as determined by the arbitrator. Judgment on the award may be entered in any court having jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

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(iii)The arbitration, including any settlement discussions between the parties related to the subject matter of the arbitration shall be conducted on a private and confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration and any appeal therefrom. Neither party shall communicate any information obtained or disclosed during the course of the arbitration to any third party except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such party in connection with the arbitration and solely to the extent necessary for assisting in the arbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order, the disclosing party shall promptly notify the other party of such disclosure, shall limit such disclosure to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled.
(iv)The award of the arbitrator and any reasons for the decision of the arbitrator shall also be kept confidential except (i) as may reasonably be necessary to obtain enforcement thereof; (ii) for either party to comply with its disclosure obligations under Applicable Law; (iii) to permit the parties to exercise properly their rights under the Arbitration Rules; and (iv) to the extent that disclosure is required to allow the parties to consult with their professional advisors.
(b)Any dispute, controversy or claim arising out of or relating to: (i) the enforcement of any remedies by the Purchasers under Article 10; or (ii) the Security Documents or any intercreditor agreement entered into by the Stream Collateral Agent on behalf of the Purchasers, including the Intercreditor Agreement, may, solely at the option of the Purchasers’ Agent (at the direction of the Majority Purchasers), be settled by binding arbitration in accordance with Section 15.1(a). Unless the Purchasers’ Agent shall have directed that any such dispute, controversy or claim be settled by arbitration, Section 15.1(a) shall not apply to any such dispute, controversy or claim. For greater certainty, no Group Member shall have any ability to direct that any such dispute, controversy or claim be settled by arbitration.
(c)Section 15.1(a) shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
15.2Further Assurances
Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.
15.3No Joint Venture
Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Purchasers and any Group Member.

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15.4Governing Law
This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws), and each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
15.5Notices
(a)Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or sent by electronic mail in PDF format, addressed to:
(i)if to any Stream Party:
[Redacted – personal information]

with a copy to (which shall not constitute notice):

[Redacted – personal information]

(ii)if to the Purchasers’ Agent:
[Redacted – personal information]

with copies to (which shall not constitute notice):
(iii)[Redacted – personal information]
(iv)and
(v)[Redacted – personal information]
(vi)if to the Purchasers, in accordance with the details specified in Schedule B, as amended from time to time in accordance with this Agreement,
(vii)or at such other address, facsimile number or email address as such Party from time to time directs in writing to the other Parties.
(b)Any notice or other communication given in accordance with this Section 15.5, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 pm at of the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 pm at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

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(c)Any notices and communications given in respect of this Agreement must be given in the English language, or if given in any other language, that notice or communication must be accompanied by an English translation of it, which must be certified as being a true and correct translation of the notice or communication.
15.6Press Releases
The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under Applicable Laws in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available.
15.7Amendments
Except as otherwise provided herein, this Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.
15.8Beneficiaries
Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.
15.9Entire Agreement
This Agreement, the other Stream Documents and the other Key Transaction Agreements together constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements, express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their respective employees, directors, officers, representatives or agents) other than as expressly set forth in this Agreement, the other Stream Documents or the other Key Transaction Agreements.
15.10Waivers
Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right.

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No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
15.11Assignment
(a)This Agreement and the other Stream Documents shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.
(b)Except as otherwise provided herein, but subject to Section 15.11(f), the Seller shall not assign, in whole or in part, any of its rights, obligations or interest under this Agreement or the other Stream Documents without the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers).
(c)Subject to Section 15.11(f), any Purchaser may assign, in whole or in part, any of its rights, obligations or interest under this Agreement and the other Stream Documents without the consent of any other Party.
(d)An assignment by a Purchaser shall become effective when the Seller, the other Purchasers and the Stream Collateral Agent have received from the assignee (i) an agreement (addressed to all the parties to this Agreement) to be bound by this Agreement and to perform the obligations assigned to it, in substantially the form of Schedule I, and (ii) any documents required by local counsel and requested by the Purchasers’ Agent to ensure the assignee receives the benefit of the Security. Any assignee shall be treated as a Purchaser for all purposes of this Agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Purchaser to the same extent as if it were an original party in respect of the rights or obligations assigned to it, and the assigning Purchaser shall be released and discharged from its obligations hereunder (but not from any claims or damages arising from a breach of this Agreement prior to such date or resulting from such assigning Purchaser’s gross negligence or wilful misconduct) from the date of assignment, accordingly and to the same extent.
(e)Notwithstanding any other provision of this Agreement, each Purchaser shall have the right to grant a security interest, hypothecate or pledge, in whole or in part, its interest under this Agreement to one or more lenders providing financing to the Purchaser without notice to, or the consent of, any other Party. If any such lender enforces such security interest, hypothec or pledge, it will provide notice of such enforcement to the Seller, the Stream Collateral Agent and the other Purchasers, and, upon delivery of such notice (which notice shall confirm that such lender agrees to be bound by the terms and conditions of this Agreement and the other Stream Documents to the extent of such interest), such lender shall be entitled to the interest of such Purchaser under this Agreement and the other Stream Documents.
(f)Notwithstanding any other provision of this Agreement, no Party shall assign, in whole or in part, any of its rights, obligations or interest under this Agreement or the other Stream Documents to any Sanctioned Person or Sanctioned Entity.

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15.12Severability
If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.
15.13Costs and Expenses
(a)Except as otherwise provided for in this Agreement and subject to the following provisions of this Section 15.13, all costs and expenses incurred by a Party shall be for its own account.
(b)The Seller shall pay to the Purchasers’ Agent and the Purchasers on demand all reasonable and documented out of pocket due diligence expenses, including but not limited to documented legal and mining consultants’ costs incurred by the Purchasers’ Agent and the Purchasers on or prior to the date of this Agreement, including all reasonable and documented out of pocket costs associated with the drafting of this Agreement.
(c)The Seller shall pay to the Purchasers’ Agent and the Purchasers on demand all reasonable and documented costs and expenses of the Purchasers’ Agent and Purchasers and their agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including all fees, expenses and disbursements of legal counsel) in connection with this Agreement and the other Stream Documents incurred after the date of this Agreement in connection with the following:
(i)the closing and funding of this Agreement;
(ii)any actual or proposed amendment or modification of the Stream Documents or any waiver thereunder and all instruments supplemental or ancillary thereto;
(iii)the registration, maintenance and/or discharge of any of the Security in any public record office; and
(iv)the defence, establishment, protection or enforcement of any of the rights or remedies of the Purchasers under this Agreement or any of the other Stream Documents. The Purchasers shall be entitled to set-off any amounts owing by the Seller pursuant to this Section 15.13 from the amount of the Deposit or any cash portion of the Purchase Price to be paid to the Seller pursuant to this Agreement, provided prior consent is obtained from the Seller, such consent not to be unreasonably withheld.
15.14Counterparts
This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic scan shall be effective as delivery of a manually executed counterpart of this Agreement.

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[Signature pages follow.]



IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.
i-80 GOLD CORP.
Per:
(signed) "Ewan Downie"
Name: Ewan Downie
Title: Chief Executive Officer
Per:
(signed) "Ryan Snow"
Name: Ryan Snow
Title: Chief Financial Officer

PREMIER GOLD MINES USA, INC.
Per:
(signed) "Ewan Downie"
Name: Ewan Downie
Title: President and Secretary
Per:
(signed) "Ryan Snow"
Name: Ryan Snow
Title: Vice President, Finance

OSGOOD MINING COMPANY, LLC
Per:
(signed) "Ewan Downie"
Name: Ewan Downie
Title: President and Secretary
Per:
(signed) "Ryan Snow"
Name: Ryan Snow
Title: Treasurer



RUBY HILL MINING COMPANY, LLC
Per:
(signed) "Ewan Downie"
Name: Ewan Downie
Title: President and Secretary
Per:
(signed) "Ryan Snow"
Name: Ryan Snow
Title: Vice President, Finance




OMF FUND III (HG) LTD., in its capacity as a Purchaser
Per:
(signed) "Garth Ebanks"
Name: Garth Ebanks
Title: Director

OMF FUND III (HG) LTD., in its capacity as Purchasers’ Agent
Per:
(signed) "Garth Ebanks"
Name: Garth Ebanks
Title: Director


SCHEDULE A
Form of Annual Compliance Certificate
[Redacted – commercially sensitive information]


SCHEDULE BSCHEDULE B
Purchasers
[Redacted – commercially sensitive information]


SCHEDULE CSCHEDULE C
Form of Completion Certificate
[Redacted – commercially sensitive information]



SCHEDULE DSCHEDULE D
Granite Creek Project Real Property
[Redacted – commercially sensitive information]
SCHEDULE E


SCHEDULE F
SCHEDULE GSCHEDULE E
Material Contracts
[Redacted – commercially sensitive information]



SCHEDULE HSCHEDULE F
Material Project Agreements
[Redacted – commercially sensitive information]



SCHEDULE ISCHEDULE G
Material Project Authorizations
[Redacted – commercially sensitive information]



SCHEDULE JSCHEDULE H
Project Agreements
[Redacted – commercially sensitive information]
SCHEDULE K


SCHEDULE LSCHEDULE I
Purchaser Assignment Agreement
[Redacted – commercially sensitive information]



SCHEDULE MSCHEDULE J
Royalties
[Redacted – commercially sensitive information]
SCHEDULE N


SCHEDULE OSCHEDULE K
Ruby Hill Project Real Property
[Redacted – commercially sensitive information]



SCHEDULE PSCHEDULE L
Representations and Warranties of the Stream Parties
The Seller, as to itself and as to each of its Subsidiaries and, where applicable, each Stream Party represents and warrants to the Purchasers’ Agent and the Purchasers at the date hereof, as follows:
1.Organization and Powers.  The Seller and each other Project Entity: has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; except as disclosed in Schedule N, has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Stream Documents to which it is or will become a party, and to perform its obligations thereunder; and is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of its business or the property or assets owned or leased by it make such qualification, licensing or registration necessary. No proceeding has been instituted or, to the knowledge of the Seller, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. The Seller and each other Project Entity is up-to-date in all of its corporate filings in all material respects and is (if applicable) in good standing under Applicable Laws.
2.Authorization; No Conflict.  Except as disclosed in Schedule O, the execution and delivery by the Seller and each other Project Entity of the Stream Documents to which it is or will become a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: contravene any provision of its constitutional documents or any resolution of its shareholders, partners or directors (or any committee thereof); conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any Material Contract; violate any Applicable Law; or other than as contemplated by the Stream Documents, result in, or require, the creation or imposition of any Encumbrance on any property or assets of a Project Entity.
3.Execution; Binding Obligation.  Each Stream Document to which the Seller or any other Stream Party is or will become a party:  has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the Seller or the applicable Stream Party; and constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of the Seller and such other Stream Party as applicable, enforceable against the Seller and such other Stream Party, as applicable, in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to generally applicable principles of equity.
4.Consents. No Group Member is required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Stream Document or other Key Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herein and therein, other than those that have already been obtained and copies of which have been provided to the Purchasers’ Agent, including the conditional approval of the Toronto Stock Exchange of the transactions contemplated by the Key Transaction Documents that require such approval, and filings required to be made on or following the date hereof pursuant to such conditional approval.


5.Corporate Structure; Subsidiaries; Other Ventures.  Schedule P sets forth the true and complete list of all Subsidiaries of the Seller, including the type and number of issued and outstanding shares or other equity interests of each such Subsidiary and the Person in whose name such shares or equity interests are registered. Except as set out in Schedule P, no Person (other than a Stream Party) has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire (whether or not subject to conditions) common shares or other equity interests of any Project Entity. No Project Entity is engaged in any joint purchasing arrangement, joint venture, partnership and other joint enterprise with any other Person. No Person has a direct or indirect ownership interest in any Project Entity (other than the Seller) except as set out in Schedule P, or the Project Property or is otherwise involved in any manner in the operation of the Projects, other than the Seller and the Project Entities.
6.Principal Place of Business and Other Locations.  The jurisdiction of incorporation, principal place of business, location of corporate records, and location of tangible assets (except for inventory which is in transit) of each Stream Party as of the date hereof is set out in Schedule Q (or if such Schedule is replaced in accordance with this Agreement, such replacement Schedule).
7.Residence for Tax Purposes.  The Seller is a resident of Canada (and no other jurisdiction) for tax purposes. Each of the Subsidiaries of the Seller is a resident of the United States for tax purposes (and no other jurisdiction).
8.Solvency.  Neither the Seller nor any other Project Entity is or can reasonably be expected to become insolvent within the meaning of Applicable Law.
9.No Defaults; Material Contracts.  No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give any Project Entity or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract, Authorization or Order to which it is a party or by which it or its properties and assets may be bound, and, to the knowledge of the Seller, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:
(a)all Material Contracts as of the date hereof are set out in Schedule F, and true and complete copies thereof have been made available to the Purchasers’ Agent;
(b)no Project Entity nor, to the knowledge of the Seller, any other Person, is in default or breach in any material respect in the observance or performance of any term, covenant or obligation to be performed by such Project Entity or such other Person under any Material Contract to which such Project Entity is a party or by which it is otherwise bound (including its property and assets) and each such Material Contract is in good standing, constitutes a valid and binding agreement of each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to generally applicable principles of equity; and


(c)neither the Seller nor any other Project Entity has any knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such Material Contract and no Project Entity has received notice of any intention to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby.
10.Title to Real Property.  Schedule D, Schedule K and Schedule AA (or if such Schedules are replaced in accordance with this Agreement, such replacement Schedules) set out a complete and accurate list of the Real Property in which the Project Entities has a right, title or interest. The Project Entities, subject to Permitted Encumbrances:
(a)have or has valid and subsisting leasehold title to all leases of real property and Mineral Interests included within the Real Property;
(b)have or has valid possessory and record title to all Mineral Interests included within the Real Property, except such Mineral Interests that are leased to the Project Entities and are covered under paragraph (a); and
(c)have or has good and marketable title to such other real property interests included within the Real Property and not otherwise included under paragraphs (a) and (b).
Such Real Property is free and clear of all Encumbrances other than Permitted Encumbrances. Except as disclosed in Schedule D, Schedule K and Schedule AA as of the date hereof, neither the Seller nor any Project Entity holds any freehold, leasehold or other real property interests or rights (including licenses from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements).
11.Other Project Property.  The Project Entities have good and valid title to, or leasehold interest in, all other Project Property that is not Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.
12.Project Property.  Without limiting the generality of Section 10 and Section 11 of this Schedule L:
(a)Granite Creek Owner owns or otherwise has valid rights to use all of the Granite Creek Project Property, and no Person other than the Granite Creek Owner has any rights to participate in the Granite Creek Project Real Property or operate the Granite Creek Project;
(b)the Granite Creek Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Granite Creek Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(c)other than the Royalties, the Offtake Agreement, the Stream Documents, the Convertible Debt Agreements, the Contingent Value Rights Agreement and this Agreement, none of the Granite Creek Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;


(d)other than pursuant to Applicable Laws, there are no restrictions on the ability of Granite Creek Owner to exploit the Granite Creek Project Real Property; the Granite Creek Owner owns or otherwise has valid rights to use all of the Granite Creek Project Property, and no Person other than the Granite Creek Owner has any rights to participate in the Granite Creek Project Real Property or operate the Granite Creek Project;
(e)Ruby Hill Owner owns or otherwise has valid rights to use all of the Ruby Hill Project Real Property, and no Person other than Ruby Hill Owner has any rights to participate in the Ruby Hill Project Real Property or operate the Ruby Hill Project;
(f)the Ruby Hill Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Ruby Hill Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(g)other than the Royalties, the Offtake Agreement, the Stream Documents, the Convertible Debt Agreements, the Milestone Payment Rights Agreement and this Agreement, none of the Ruby Hill Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty;
(h)other than pursuant to Applicable Laws, there are no restrictions on the ability of the Ruby Hill Owner to exploit the Ruby Hill Project Real Property;
(i)Lone Tree Owner owns or otherwise has valid rights to use all of the Lone Tree Project Property, and no Person other than the Lone Tree Owner has any rights to participate in the Lone Tree Project Real Property or operate the Lone Tree Project;
(j)the Lone Tree Project Real Property constitutes all real property, mineral, surface interests and ancillary rights necessary for the development and mining operations of the Lone Tree Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;
(k)other than the Royalties, the Lone Tree Contingent Consideration Agreement, the Offtake Agreement, the Stream Documents and this Agreement, none of the Lone Tree Project Real Property or any Other Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and


(l)other than pursuant to Applicable Laws, there are no restrictions on the ability of Lone Tree Owner to exploit the Lone Tree Project Real Property; the Lone Tree Owner owns or otherwise has valid rights to use all of the Lone Tree Project Property, and no Person other than the Lone Tree Owner has any rights to participate in the Lone Tree Project Real Property or operate the Lone Tree Project.
13.Maintenance of Project Property.  Except as disclosed in Schedule R, all mining concession, maintenance fees, recording fees, and Taxes and all other amounts have been paid when due and payable and all other actions and all other obligations as are required to maintain the Project Property in good standing, have been taken and complied with in all material respects.
14.No Expropriation.  No Project Property, nor any part thereof, has been taken or expropriated by any Governmental Body nor has any notice been given or proceeding commenced by a Governmental Body in respect thereof nor, to the knowledge of the Seller, is there any intent or proposal to give any such notice or commence any such proceeding.
15.Insurance.  The Collateral and the other businesses and operations of the Project Entities are insured under coverage obtained by the Group Members with reputable insurance companies (not Affiliates of the Seller) in such amounts, with such deductibles and covering such risks as is consistent with insurance carried by reasonably prudent participants in comparable businesses in the relevant jurisdictions, and such coverage will be in full force and effect. No Project Entity has breached the terms and conditions of any policies in respect thereof in any material respect nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by any Project Entity under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause. To the knowledge of the Seller, the Group Members will be able to renew existing insurance coverage as and when such policies expire or obtain comparable insurance coverage from similar institutions as may be necessary or appropriate to conduct the business of the Project Entities and at a comparable cost.
16.Authorizations and Other Rights.  The Project Entities have obtained or been issued all such Authorizations and Other Rights as are necessary for the conduct of their respective businesses and operations as currently conducted except for those Authorizations and Other Rights which, if not held, do not have and could not reasonably be expected to have a material impact on the Project Entities’ ability to develop or operate the Projects and carry on the business of the Project Entities. Without limiting the foregoing, the Project Entities have obtained or been issued all Project Authorizations other than such Authorizations and Other Rights that are not necessary for the conduct of development activities and operations (including commercial production transactions) as such activities and operations are currently being conducted, but that are expected to be obtained in the ordinary course of business, by the time they are necessary for the conduct of development activities and operations (including commercial production transactions) as contemplated by the Mine Plans, or the failure of which to be obtained would not be material to the development and operation of the Projects or the ongoing operation of commercial production (including commercial production transactions). Without limiting the foregoing:
(a)all Material Project Authorizations, whether obtained or issued by the date hereof or not, are set out in Schedule G, along with the status of such Material Project Authorizations. True and complete copies all Material Project Authorizations which have been obtained or issued as of the date hereof have been made available to the Purchasers, and no Project Entity is in breach or default of the terms and conditions thereof in any material respect; all of such Material Project Authorizations are in good standing, and no proceeding is pending or, to the knowledge of the Seller, threatened to revoke or limit any such Material Project Authorizations; and


(b)to the knowledge of the Seller, there are no facts or circumstances that might reasonably be expected to adversely affect the issuance, renewal or obtaining of any such Authorizations.
17.Bank Accounts.  The Stream Parties have no other bank accounts other than as set out in Schedule S.
18.Applicable Laws; Conduct of Operations.  The Seller and its Subsidiaries, including in the conduct of operations at the Projects, are and have been in compliance in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, all exploration, development and mining operations in respect of the Project Real Property have been conducted in accordance with Good Industry Practice and all material workers’ compensation and health and safety regulations have been complied with. There are no pending or, to the knowledge of the Seller, proposed changes to Applicable Laws that would render illegal or materially restrict the development of the Projects or the conduct of operations at the Projects, or that could otherwise reasonably be expected to result in a Material Adverse Effect.
19.AML Legislation.  Without limiting the generality of Section 18 of this Schedule L, the Group Members are in compliance with, and have not been charged under, AML Legislation.
20.Anti-Corruption and Sanctions.  Without limiting the generality of Section 18 of this Schedule L the Group Members, and their respective officers, employees and, to the knowledge of the Seller, their directors and agents, are in compliance with, and have not been charged under, Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in any Group Member being designated as a Sanctioned Person or Sanctioned Entity. None of the Group Members or, to the knowledge of the Seller, any of their respective directors, officers or employees, or to the knowledge of the Seller, any agent of any of them that will act in any capacity in connection with or benefit from the Deposit, has used, or authorized the use of, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity, made, or authorized the making of, any direct or indirect unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic or foreign government official or employee from corporate funds, or is a Sanctioned Person or a Sanctioned Entity. The Deposit, use of proceeds or other transaction contemplated by this Agreement will not violate Anti-Corruption Laws or applicable Sanctions.
21.Environmental Compliance.  Without limiting the generality of Sections 16 and 18 of this Schedule L, except as set out in Schedule T:
(a)the Project Entities, including without limitation, in the conduct of operations at the Projects, have been and are in compliance in all material respects with all Environmental Laws, the HSEC Policy [Redacted – commercially sensitive information];


(b)the Project Entities have, obtained all material Authorizations required under Environmental Laws necessary to construct, develop and operate the Projects or to conduct any other exploration, development, drilling or mining operations being conducted by it;
(c)No Project Entity has used or permitted to be used, except in material compliance with Environmental Laws, any of the Project Real Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance;
(d)There is no presence of any Hazardous Substance on, in or under any of the Project Real Property and no Hazardous Substances will be generated from any Project Entity’s use of the Project Real Property (including without limitation as a result of the conduct of operations at the Projects) except in compliance in all material respects with Environmental Laws;
(e)none of the Project Entities, nor any of the Project Real Property, is subject to any pending or, to the knowledge of the Seller, threatened:
(i)material claim, notice, complaint, allegation, investigation, application, order, requirement or directive, each in writing, that relates to environmental, natural resources, Hazardous Substances, human health or safety matters or any other matter covered by Environmental Laws, and which would reasonably require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of the Seller, there is no basis for such a claim, notice, complaint, allegation, investigation, application, order, requirement or directive); or
(ii)material allegation, demand, direction, Order, notice or prosecution with respect to any matter covered by Environmental Laws including any Applicable Laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Project Real Property, and no Project Entity has settled any allegation of non-compliance with Environmental Laws prior to prosecution;
(f)the Seller has made available to the Purchasers’ Agent a true and complete copy of each material environmental audit, assessment, study or test of which it is aware relating to the Projects, including any environmental and social impact assessment study reports and any other material environmental information;
(g)the Seller has provided to the Purchasers’ Agent a true and complete copy of the HSEC Policy in effect as of the date hereof. The HSEC Policy is consistent with Good Industry Practice as it pertains to health, safety, environmental, community and related operational matters [Redacted – commercially sensitive information];
(h)there are no material environmental liabilities in respect of the operations at the Projects other than those identified in the Material Project Authorizations; and
(i)there are no pending or, to the knowledge of the Seller, proposed (in writing) changes to Environmental Laws or environmental Authorizations referred to in paragraph (e)(ii) above that would render illegal or materially restrict the conduct of operations at the Projects, or that could otherwise reasonably be expected to result in a Material Adverse Effect.


22.Community Matters.  The applicable Project Entity’s consultation and dealing with any Aboriginal and other persons and groups located on or near the vicinity of the Project Real Property affected by any Project, including any ejidos, regarding the proposed exploration, development, construction, operating, closure and rehabilitation of the Project Property and the Projects have been consistent in scope with similar projects of that nature and in material compliance with HSEC Policy (or a substantially similar policy). Other than as disclosed in Schedule U, no Project Entity has received notice that the Project Real Property or any of the Projects is subject to any Aboriginal Claims, and, to the knowledge of the Seller, there are no current or pending Aboriginal Claims affecting Project Real Property or any Project. No Project Entity has received notice of any claim or assertion, written or oral, whether proven or unproven, from any other such affected persons or groups, or Persons acting on their behalf, with respect to any title (including collective title), rights or other interests which could reasonably be expected to conflict with a Project if such claim or assertion were valid. The Seller has disclosed all Aboriginal Information, and all other material correspondence, notices and other documents from or involving such other affected persons or groups, or Persons acting on their behalf, of which it is aware to the Purchasers, and other than as disclosed in Schedule T, no Project Entity has entered into any written or oral agreements with any Aboriginal or other such affected persons or groups to provide benefits, pecuniary or otherwise, with respect to the Projects at any stage of development and the Project Entities have not offered any Aboriginal or other such affected persons or groups any benefits with respect to any Project at any stage of development.
23.Employee and Labour Matters.  The Project Entities are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving any Project Entities or directly affecting a Project. Except as set out in Schedule V, none of the Project Entities are a party to a collective bargaining agreement.
24.Security.  Granite Creek Owner, Ruby Hill Owner and Lone Tree Owner have each implemented security practices and procedures at the applicable Projects in accordance with Applicable Laws and consistent with the HSEC Policy and Good Industry Practice.
25.Employee Benefit Plans.  Each Employee Benefit Plan mandated by a Governmental Body that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Bodies. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with IFRS, that have not been fully accrued on the Financial Statements or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws. For purposes of this Section 25 of this Schedule L, “Employee Benefit Plan” means any employee benefit plan, pension plan, program, policy or arrangement sponsored, maintained or contributed to by any Project Entity or with respect to which any Project Entity has any liability or obligation.
26.Taxes.
(a)All Taxes due and payable by the Project Entities (whether or not shown as due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Body) have been timely paid when due. All assessments and reassessments received by any Project Entity in respect of Taxes have been paid when due.


(b)All Tax Returns required by Applicable Law to be filed by or with respect to any Project Entity have been properly prepared and timely filed when due and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading in any material respect.
(c)Adequate provision has been made by the Seller in the Financial Statements and by Ruby Hill Acquired Entity in the Ruby Hill Acquired Entity Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the most recent financial statements delivered pursuant to Section 5.2.
(d)Since the respective dates of the most recent financial statements delivered pursuant to Section 5.2, the Ruby Hill Acquired Entity has not incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes, other than liabilities incurred in the ordinary course of business other than Permitted Debt.
(e)No Project Entity has ever incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes.
(f)Other than as disclosed in Schedule W(f), no audit or other proceeding by any Governmental Body is pending or, to the knowledge of the Seller, threatened with respect to any Taxes due from or with respect to any Project Entity, and no Governmental Body has given written notice of any intention to assert any deficiency or claim for additional Taxes against any Project Entity. There are no matters under audit or appeal or in dispute, or, to the knowledge of the Seller, under discussion, with any Governmental Body relating to Taxes.
(g)No Governmental Body of a jurisdiction in which any Project Entity does not file Tax Returns has made any written claim that any Project Entity is or may be subject to taxation by such jurisdiction. To the knowledge of the Seller, there is no basis for a claim that any Project Entity is subject to Tax in a jurisdiction in which such Project Entity does not file Tax Returns.
(h)Other than as disclosed in Schedule W(h), here are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to any Project Entity for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. No Project Entity is bound by any tax sharing, allocation or indemnification or similar agreement.
(i)The Project Entities have withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and have paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Body.
(j)[Redacted – commercially sensitive information].


27.Intellectual Property.  Each of the Project Entities owns, licenses or otherwise has the right to use all material licenses, Authorizations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto (other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the Project Entities’ ability to develop or operate the Projects and carry on the Project Entities’ business). No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by a Project Entity infringes upon or conflicts with any rights owned by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Seller, threatened.
28.Books and Records.  The minute books and corporate records of each Project Entity are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof), as applicable, of the Project Entity (and true and correct copies thereof have been provided by the Seller to the Purchasers’ Agent).
29.Financial Statements.
(a)The Ruby Hill Acquired Entity Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout, and the Ruby Hill Acquired Entity Financial Statements present fairly, in all material respects, the financial condition of the Ruby Hill Acquired Entity, on a consolidated basis, as at the dates specified therein and for the periods then ended. The Seller does not intend to correct or restate, nor, to the knowledge of the Seller, is there any basis for any correction or restatement of, any aspect of the Ruby Hill Acquired Entity Financial Statements.
(b)The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout and complied, as of their date of filing, with the applicable published rules and regulations of any stock exchange on which the Seller’s securities are listed and Securities Laws, and the Financial Statements present fairly, in all material respects, the financial condition of the Seller and its Subsidiaries, on a consolidated basis, as at the date specified therein and for the period then ended. The Seller does not intend to correct or restate, nor, to the knowledge of the Seller, is there any basis for any correction or restatement of, any aspect of the Financial Statements.
(c)Except as disclosed in Schedule X(c), there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Seller or any of its Subsidiaries with unconsolidated entities or other Persons.
(d)Grant Thornton LLP Chartered Accountants is the auditor of the Seller and is “independent” as required under Securities Laws. There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators) with the present or any former auditor of the Seller.


(e)The Seller is in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators.
30.Absence of Change.  Except as disclosed in the Financial Statements, the Ruby Hill Acquired Entity Financial Statements or the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, since December 31, 2020, there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.
31.Related Party Transactions.  Except as disclosed in Schedule Y hereto, or as otherwise disclosed in writing by the Seller to the Purchasers’ Agent prior to the date hereof or as permitted by this Agreement after the date hereof, no Project Entity has: made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party thereof; or been a party to any Contract with any Related Party thereof, other than independent contractor or indemnification agreements entered into with officers or directors of a Project Entity which, in the case of clause (I) or (II), remains in effect on the date hereof.
32.No Liabilities.  No Project Entity has any material liabilities, contingent or otherwise, other than those reflected in the Financial Statements or the Ruby Hill Acquired Entity Financial Statements, as applicable.
33.Litigation.  There are no Orders which remain unsatisfied against any Project Entity or consent decrees or injunctions to which any Project Entity is subject. Except as disclosed in Schedule Z, there are no material investigations, actions, suits or proceedings at law or in equity or by or before any Governmental Body pending or, to the knowledge of the Seller, threatened against or directly affecting any Project Entity (or any of its properties or assets) or otherwise having a material impact on the ability of the Project Entity to develop or operate the Project and, to the knowledge of the Seller, there is no ground on which any such action, suit or proceeding might be commenced.
34.Debt Instruments.  No Project Entity has any Debt other than Permitted Debt.
35.No Subordination.  There is no Contract to which a Project Entity is a party or by which it or any of its properties or assets may be bound that requires the subordination in right of payment of any of the Stream Obligations under the Stream Documents to any other obligation of it.
36.Securities.
(a)The common shares of the Seller are listed and posted for trading on the TSX and no order ceasing or suspending trading in any securities of the Seller or prohibiting the sale or issuance of the common shares or the trading of any of the Seller’s issued securities has been issued and no (formal or informal) proceedings for such purpose are pending or, to the knowledge of the Seller, have been threatened. The Seller has not taken any action which would reasonably be expected to result in the delisting or suspension of the common shares on or from the TSX and the Seller is currently in compliance in all material respects with the rules and regulations of the TSX.


(b)The Seller has the full power and authority to create and issue the Warrants. The creation and issuance of the Warrants has been duly authorized and, when issued and delivered against payment of the consideration set forth in any Warrant Certificate, the common shares issuable upon exercise of the Warrants will be validly issued as fully paid and non-assessable common shares and, subject to applicable Securities Laws (including with respect to required hold periods), will be listed on the TSX and be freely transferable. Upon issuance of the Warrants in accordance with the terms hereof, the applicable Purchasers will be the legal owners of the Warrants and will have good title thereto free and clear of all Encumbrances, other than as may be imposed as a result of the application of any Applicable Laws to the Warrants or as are imposed as a result of any actions taken by, or transactions entered into by, the applicable Purchasers.
37.Regulatory Compliance.
(a)The Seller is a “reporting issuer” (or the equivalent) in each of the provinces in Canada and is not included on a list of defaulting reporting issuers maintained by the Securities Regulators. The Seller has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer and has not received any notification from a Securities Regulator seeking to revoke the Seller’s reporting issuer status.
(b)All filings and fees required to be made and paid by the Seller pursuant to Securities Laws have been made and paid when due.
(c)Except as set forth in Schedule AA(c), since December 31, 2020, as of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. There is no material change as of the date hereof relating to the Seller which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators and made publicly available on SEDAR. The Seller has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Body which at the date hereof remains confidential.
38.Technical Disclosure.  The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves disclosed in the Technical Reports and in the other technical reports disclosed in the Public Disclosure Documents for the Group Members’ mineral projects have been prepared and disclosed in accordance with accepted mining industry practices. The Seller is in compliance, in all material respects, with the requirements prescribed by National Instrument 43-101 (as in effect on the date of publication of the relevant report or information). The Seller has no knowledge that the mineral resources or mineral reserves (or any other material aspect of any technical reports) as disclosed in the Public Disclosure Documents were not, at the date of disclosure, inaccurate in any material respect. There are no outstanding unresolved comments of the TSX or any Securities Regulator in respect of the technical disclosure made in the Public Disclosure Documents. To the knowledge of the Seller, there has been no material reduction in the aggregate amount of estimated mineral resources and reserves for the Group Members’ mineral projects from the amounts last disclosed publicly by the Seller in the Public Disclosure Documents.
39.No Default.  No Seller Event of Default has occurred and is continuing under any Stream Document or any Key Transaction Agreement.


40.Disclosure.  All information which has been prepared by or on behalf of the Seller relating to the Seller and its Subsidiaries and disclosed in writing to the Purchasers’ Agent or the Purchasers is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading. All forecasts, projections and budgets which have been prepared by or on behalf of the Seller relating to the Group Members and their Subsidiaries and the Projects and their respective businesses, properties and assets and delivered to the Purchasers’ Agent or the Purchasers represent the Seller’s reasonable estimates and assumptions as to future performance, which the Seller believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions. To the knowledge of the Seller, there is no matter, thing, information, fact, data or interpretation thereof relative to the Group Members or their Subsidiaries or their respective businesses, properties and assets which could reasonably be expected to have a Material Adverse Effect that has not been disclosed to the Purchasers’ Agent and Purchasers.
41.Foreign Controls.  The execution, delivery and performance of the Stream Documents by the Project Entities are, under applicable foreign exchange control regulations or metals control regulations of the jurisdiction in which each Project Entity is organized and existing, not subject to any notification or authorization except such as have been made or obtained or such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (II) shall be made or obtained as soon as is reasonably practicable and, to the knowledge of the Seller, there is no reason that any such authorizations will not be obtained in the ordinary course).


SCHEDULE QSCHEDULE M
Purchaser Representations and Warranties
1.Organization and Powers. Each Purchaser: (i) has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; (ii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; and (iii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Stream Documents to which it is or will become a party, and to perform its obligations thereunder.
2.Authorization; No Conflict. The execution and delivery by each Purchaser of the Stream Documents to which it is a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: (i) contravene any provision of its constating documents or any resolution of its shareholders, partners or directors (or any committee thereof); (ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any contract material to it; or (iii) violate any Applicable Law.
3.Execution; Binding Obligation. Each Stream Document to which each Purchaser is or will become a party: (i) has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by it; and (ii) constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to generally applicable principles of equity.
4.Consents. Each Purchaser is not required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Stream Document or the consummation of the transactions contemplated herein and therein.
5.No Finders. Each Purchaser is not party to any Contract that would give rise to a valid claim against any Group Member for a brokerage commission, finder’s fee or like payment in connection with the transactions contemplated by this Agreement.


SCHEDULE RSCHEDULE N
Organization and Powers
6.[Redacted – commercially sensitive information]
7.


SCHEDULE SSCHEDULE O
Authorization; No Conflict
8.[Redacted – commercially sensitive information]


SCHEDULE TSCHEDULE P
Corporate Structure; Subsidiaries; Other Ventures
9.[Redacted – commercially sensitive information]
10.


SCHEDULE USCHEDULE Q
Principal Place of Business and Other Locations
11.[Redacted – commercially sensitive information]
12.


SCHEDULE VSCHEDULE R
Maintenance of Project Property
13.[Redacted – commercially sensitive information]
14.


SCHEDULE WSCHEDULE S
Bank Accounts
15.[Redacted – commercially sensitive information]
16.


SCHEDULE XSCHEDULE T
Environmental Compliance
[Redacted – commercially sensitive information]



SCHEDULE YSCHEDULE U
Community Matters
[Redacted – commercially sensitive information]



SCHEDULE ZSCHEDULE V
Employee and Labour Matters
[Redacted – commercially sensitive information]



SCHEDULE AASCHEDULE W(f)
Audits
17.[Redacted – commercially sensitive information]
18.


SCHEDULE ABSCHEDULE W(h)
Taxes
19.[Redacted – commercially sensitive information]
20.


SCHEDULE ACSCHEDULE X(c)
Off-Balance Sheet Transactions
21.[Redacted – commercially sensitive information]
22.


SCHEDULE ADSCHEDULE Y
Related Party Transactions
23.[Redacted – commercially sensitive information]
24.


SCHEDULE AESCHEDULE Z
Litigation
25.[Redacted – commercially sensitive information]
26.


SCHEDULE AFSCHEDULE AA(c)
Public Disclosure Documents
27.[Redacted – commercially sensitive information]
28.


SCHEDULE AGSCHEDULE BB
Other Real Property
29.[Redacted – commercially sensitive information]
EX-10.12 17 ex1012orion-ix80xsilverstr.htm EX-10.12 Document
    



 image_08a.jpg
 www.i80gold.com
5190 Neil Road, Suite 110
Reno Nevada 89502

1.775.525.6450
1.888.346.1390

Exhibit 10.12
PRIVATE AND CONFIDENTIAL

January 12, 2024

[Redacted – personal information]
 
Re: Extension Acknowledgement – Silver Delivery Schedule

Reference is made to the purchase and sale agreement (silver) dated as of December 13, 2021 (the “Stream Agreement”) between, among others, the Seller, OMF Fund III (Hg) Ltd. (“Orion”) as Purchasers’ Agent (the “Stream Agent”) and the Purchasers party thereto. Unless otherwise defined herein, capitalized words and phrases shall have the meanings ascribed thereto in the Stream Agreement.

Shortfall Amount Delivery Extension
The parties acknowledge that, pursuant to the Stream Agreement, the Seller is obligated to deliver [Redacted – commercially sensitive information] ounces of Refined Silver to the Purchasers on January 15, 2024 (the “Delivery Deadline”) in respect of the Shortfall Amount for 2023 (the “2023 Shortfall Amount”). Subject to satisfaction of the conditions noted below, the parties hereby agree that the Delivery Deadline for the 2023 Shortfall Amount be extended to April 15, 2024 (the “Extension”).

Conditions
The Extension shall be subject to the satisfaction of the following conditions: (i) on or prior to January 15, 2024, i-80 Gold Corp. (“i-80”) shall pay to the Stream Agent, for the ratable benefit of the Purchaser, an amendment fee of US$[Redacted – commercially sensitive information] in cash to an account specified by the Stream Agent in writing, and (ii) on or prior to January 31, 2024 and subject to Toronto Stock Exchange ("TSX") approval, which approval i-80 should use commercially reasonable efforts to procure as promptly as possible, i-80 shall grant to the Stream Agent (or an affiliate thereof specified by the Stream Agent) [Redacted – commercially sensitive information] common share purchase warrants ("Warrants"), exercisable for a period of four years from the date of issuance with an exercise price that is [Redacted – commercially sensitive information]% above the lower of (A) C$[Redacted – commercially sensitive information]; and (B) the closing price of i-80’s common shares on the TSX on the trading day prior to the date on which such warrants are issued, provided that the exercise price of the Warrants shall not be lower than the five day volume weighted average trading price of the common shares of i-80 on the TSX for the five trading days immediately preceding the date on which such Warrants are issued; provided, further, that if the TSX does not approve such issuance of all of the Warrants, i-80 shall issue the number of Warrants that would be permitted by the TSX. The Warrants shall be represented by a warrant certificate in substantially the same form as the warrant certificate issued by i-80 to Orion Mine Finance Fund III LP on September 20, 2023.

        
    



 image_08a.jpg
 www.i80gold.com
5190 Neil Road, Suite 110
Reno Nevada 89502

1.775.525.6450
1.888.346.1390

i-80 shall use commercially reasonable efforts to issue the Warrants prior to January 19, 2024. All applicable terms and conditions of the Stream Agreement will apply to the delivery of the 2023 Shortfall Amount.

The Seller, the Guarantors, the Stream Agent and the Purchasers shall do all such further acts and things and execute all such further documents as are reasonably required in order to give effect to the terms of this letter agreement.

This letter agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws), and each party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this letter agreement.


[Redacted – personal information]

Ewan Downie
CEO
i-80 Gold Corp.



        
    



 image_08a.jpg
 www.i80gold.com
5190 Neil Road, Suite 110
Reno Nevada 89502

1.775.525.6450
1.888.346.1390

Accepted and agreed this _12___ day of January, 2024


OMF FUND III (HG) LTD., as Stream Agent and Purchaser
By:
(signed) “Dov Lader”
Name: Dov Lader
Title: Director
By:
Name:
Title:

PREMIER GOLD MINES USA, INC., as Guarantor
By:
(signed) “Ewan Downie”
Name: Ewan Downie
Title: Director
By:
(signed) “Ryan Snow”
Name: Ryan Snow
Title: VP Finance

OSGOOD MINING COMPANY, LLC, as Guarantor
By:
(signed) “Ewan Downie”
Name: Ewan Downie
Title: Director
By:
(signed) “Ryan Snow”
Name: Ryan Snow
Title: VP Finance



        
    



 image_08a.jpg
 www.i80gold.com
5190 Neil Road, Suite 110
Reno Nevada 89502

1.775.525.6450
1.888.346.1390


RUBY HILL MINING COMPANY, LLC, as Guarantor
By:
(signed) “Ewan Downie”
Name: Ewan Downie
Title: Director
By:
(signed) “Ryan Snow”
Name: Ryan Snow
Title: VP Finance


        
EX-10.13 18 ex1013i-80orionsilverpurch.htm EX-10.13 Document
        
Exhibit 10.13
FIRST AMENDING AGREEMENT
THIS AGREEMENT dated as of the 25th day of April, 2024.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the "Seller")
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Purchasers’ Agent
(herein called the "Purchasers’ Agent")
WHEREAS the Seller, the Purchasers’ Agent, the Guarantors and the Purchasers entered into a purchase and sale agreement (silver) dated as of December 13, 2021 (as amended by an amendment letter dated as of January 12, 2024, the "Stream Agreement");
AND WHEREAS the parties hereto wish to amend certain provisions of the Stream Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Stream Agreement.
Article 2
AMENDMENTS TO STREAM AGREEMENT
1.General Rule.
Subject to the terms and conditions herein contained, the Stream Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Stream Agreement.
2.Amendments.
1.Section 2.7 is hereby amended by: (a) adding the words “, subject to the paragraphs below;” after the words “(ii) in 2023, [Redacted – commercially sensitive information]” and after the words “(iii) in 2024, [Redacted – commercially sensitive information]”; and (b) adding new paragraphs at the end of the section as follows:
    



    - 2 -
“Notwithstanding the foregoing:
(a)the Annual Minimum Delivery Amount in respect of 2023 that otherwise would have been originally payable to the Purchasers on January 15, 2024 may be delivered without penalty on or before the date that is the earlier of (i) seven Business Days after the Seller closes its bought deal equity offering that is expected to occur on or about April 26, 2024 (the “April 2024 Prospectus Offering”) and (ii) May 15, 2024 (such delivery date being the “Deferred Delivery Date”).”.
(b)if the Seller meets the Option Criteria (as defined below) as at January 1, 2025 and no Seller Event of Default has occurred and is continuing, the Seller may, at its option, defer the requirement to deliver the Annual Minimum Delivery Amount in respect of 2024 (the “Deferral”) by delivering the applicable Adjusted Annual Minimum Delivery Amount of Refined Silver (as calculated below) to the Purchasers on or before September 30, 2025 in accordance with this Section 2.7 and the other terms of this Agreement:
(i)in order for the Seller to implement the Deferral, (i) it must be in compliance with the use of proceeds section set out in the final prospectus of the Seller dated April 25, 2024 (the “Budget”) in connection with the April 2024 Prospectus Offering and (ii) if after assuming the delivery of the Annual Minimum Delivery Amount in respect of 2024 by January 15, 2025, the Seller would not have sufficient funds to remain in compliance with the Budget (collectively, the “Option Criteria”);
(ii)provided the Option Criteria is met, in order for the Seller to implement the Deferral it shall give the Purchasers’ Agent written notice of the proposed Deferral by January 2, 2025;
(iii)if the Deferral in respect of the Annual Minimum Delivery Amount in respect of 2024 is implemented by the Seller, an amount of Refined Silver will be due to the Purchasers in respect of such Deferral on or before September 30, 2025 that is equal to the Adjusted Annual Minimum Delivery Quantity (as calculated below); and
(iv)the Adjusted Annual Minimum Delivery Amount in respect of 2024 shall be a number of ounces of Refined Silver that is equal to: (i) the Annual Minimum Delivery Amount that otherwise would have been payable to the Purchasers in respect of 2024 on or prior to January 15, 2025 in accordance with Section 2.7, multiplied by the Deferral Multiplier, multiplied by the Silver Market Price on January 15, 2025, divided by (ii) the lower of (A) the Silver Market Price on January 15, 2025 and (B) the Silver Market Price on the day that the Adjusted Annual Minimum Delivery Amount is delivered to the Purchasers.”
2.A new definition shall be added to the Stream Agreement as follows: ““Deferral Net Equity Proceeds” means an amount equal to [Redacted – commercially sensitive information]% of the aggregate amount of net proceeds the Seller Parties receive from offerings of equity securities of the Seller, whether pursuant to an offering to the public or any other Person by private placement, prospectus or otherwise, that are completed on or after January 15, 2025 until September 30, 2025 (an “Equity Offering”), provided that at such time a notice of Deferral has been delivered in accordance with Section 2.7. For greater certainty, [Redacted – commercially sensitive information]% of such net proceeds from each Equity Offering during such period will be subject to the mandatory repayment procedure in Section 6.14, provided however that such amounts shall be payable only in respect of the Deferral.”
    


    - 3 -
3.A new definition shall be added to the Stream Agreement as follows: ““Deferral Multiplier” means “in the case of the Deferral (i) in respect of a delivery that is made on or prior to June 30, 2025, [Redacted – commercially sensitive information]; and (ii) in respect of a delivery that is made after June 30, 2025, [Redacted – commercially sensitive information].”.
4.A new Section 6.14 is added as follows:
“6.14     Within seven Business Days of the receipt of Deferral Net Equity Proceeds by a Seller Party after an Equity Offering that is completed on or after January 15, 2025, the applicable Seller Party shall cause the amount of the Deferral Net Equity Proceeds to be repaid and applied in respect of the Deferral. In respect of the foregoing, a number of ounces of Refined Silver will be delivered to the Purchasers that is equal to the Deferral Net Equity Proceeds divided by the lower of (A) the Silver Market Price on January 15, 2025 and (B) the Silver Market Price on the day that such Refined Silver is delivered to the Purchasers, with such resulting Refined Silver amount then being multiplied by the Deferral Multiplier.”
5.A new Section 6.15 is added as follows:
“6.15     The Seller agrees that it shall hold all cash of it and its Subsidiaries on hand in a Proceeds Account or another deposit account over which the Purchasers’ Agent has an account control agreement and in no other account except to the extent it may be required to transfer cash through other accounts on a temporary basis in order to facilitate payroll and other payments in the ordinary course of business in accordance with the Budget. In addition, the Seller shall at all times maintain in such accounts a minimum cash balance in aggregate of, for the purposes of the date hereof until June 30, 2025, the greater of (i) $[Redacted – commercially sensitive information] and (ii) the total costs and expenses projected to be incurred over the upcoming three month rolling period throughout the term of the Budget; and for the purposes of June 30, 2025 until September 30, 2025, the total costs and expenses projected to be incurred over such three month rolling period of the Budget. The Seller agrees that cash will only be withdrawn from the Proceeds Account if it is necessary to fund expenses outlined in the Budget or to satisfy obligations to the Purchasers under this Agreement. Once withdrawn, such cash will be incurred for the foregoing expenses within seven Business Days of withdrawal and will only be withdrawn if the foregoing minimum cash balance continues to remain satisfied after the withdrawal.”.
6.A new Section 6.16 is added as follows:
“6.16     Advisor and Budgeting Matters”
6.16.1 Within 10 Business Days of a request of the Purchasers’ Agent, the Seller shall appoint a service provider that is acceptable to and has been approved by the Purchasers’ Agent (the “Service Provider”) for the purposes of administering matters under this Agreement as may be reasonably requested by the Purchasers’ Agent.
6.16.2 The Seller agrees to comply with the Budget. The Service Provider will review the Budget with the Seller on a monthly basis and report on any non-compliance thereunder until the Seller has paid the full Adjusted Annual Minimum Delivery Amount to the Purchasers (the “Deferral Covenant End Date”). The Seller will direct the Service Provider to give prompt notice to the Purchasers’ Agent upon it becoming aware of any non-compliance with the Budget prior to the Deferral Covenant End Date or material increase in the Budget prior to the Deferral Covenant End Date that has not been approved Purchasers’ Agent. Until the Deferral Covenant End Date, the Seller will direct the Service Provider to provide weekly cash reports to the Purchasers’ Agent that provide reasonable detail in respect thereof, including reporting on the Seller’s cash balance and accounts payable.
    


    - 4 -
6.16.3 If the Seller reasonably estimates that there will be a material increase in the aggregate costs and expenses compared to what was projected in the Budget prior to the Deferral Covenant End Date, it shall give the Purchasers’ Agent notice within 10 days of determining there will be such material increase. The aforementioned cost and/or expense increase shall only be permitted to be made to the Budget if it is consented to in writing by the Purchasers’ Agent, acting reasonably. If the Purchasers’ Agent does not provide such consent, the Seller shall not be permitted to incur such increased costs and/or expenses.
HEDGE AMOUNTS
3.Hedge Amounts and Deferral Fee.
On the Deferred Delivery Date described above, the Seller shall make a one-time payment of US$[Redacted – commercially sensitive information] to the Purchasers’ Agent by wire transfer of immediately available funds to an account or accounts designated in writing by Purchasers’ Agent to the Seller.
Upon the implementation of the Deferral, the Seller shall pay to the Purchasers’ Agent in cash, within two Business Days of January 15, 2025, the aggregate amount (inclusive of all costs and expenses) of all amounts incurred by the Purchasers’ Agent and/or the Purchasers to settle any existing hedging arrangements that the Purchasers’ Agent or the Purchasers had in place in connection with the planned delivery of Refined Silver on January 15, 2025 (the “Hedge Amount”). Within one Business Day of January 15, 2025, the Purchasers’ Agent will provide the Seller with its good faith calculation of the Hedge Amount.
Article 3
CONDITION PRECEDENT
1.Conditions Precedent.
This agreement shall not become effective until:
(a)the Purchasers’ Agent has received from the Seller all costs and expenses owing to the Purchasers’ Agent and the Purchasers as of the date hereof (with such amount being confirmed by the Seller and the Purchasers’ Agent prior to the date hereof);
(b)the Buyers under the Gold Prepay Agreement shall have consented to this agreement; and
(c)the Seller, the Purchasers and the Purchasers’ Agent have executed and delivered this agreement.
Article 4
MISCELLANEOUS
1.Future References to the Stream Agreement.
On and after the date of this agreement, each reference in the Stream Agreement to "this agreement", "hereunder", "hereof", or words of like import referring to the Stream Agreement, and each reference in any related document to the "Stream Agreement", "thereunder", "thereof", or words of like import referring to the Stream Agreement, shall mean and be a reference to the Stream Agreement as amended hereby.
    


    - 5 -
The Stream Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
2.Governing Law.
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Events of Default.
Notwithstanding any provision of the Stream Agreement, there shall be no cure period for breach of any covenants contained in this Amending Agreement (which includes, for greater certainty, those provisions amended in the Stream Agreement pursuant to this Amending Agreement) and any breach of such covenants will constitute an immediate Seller Event of Default.
4.Inurement.
This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.Conflict.
If any provision of this agreement is inconsistent or conflicts with any provision of the Stream Agreement, the relevant provision of this agreement shall prevail and be paramount.
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Purchasers’ Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.
7.Counterparts.
This agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]

    


        
IN WITNESS WHEREOF, the parties hereto have executed and delivered this amendment on the date first above written.

i-80 GOLD CORP.
By:
(signed) “Ewan Downie”
Name: Ewan Downie
Title: Chief Executive Officer

By:
Name:
Title:


OMF FUND III (HG) LTD., as Purchasers’ Agent and Purchaser
By:
(signed) “Garth Ebanks”
Name: Garth Ebanks
Title: Director
By:
Name:
Title:

    



EX-10.14 19 ex1014i-80orionsilverpurch.htm EX-10.14 Document
    Execution Version

Exhibit 10.14
WAIVER AND AMENDING AGREEMENT
THIS AGREEMENT dated as of the 31st day of December, 2024.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the “Seller”)
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Purchasers' Agent
(herein called the “Purchasers' Agent”)
WHEREAS the Seller, the Purchasers' Agent, the Guarantors and the Purchasers entered into a purchase and sale agreement (silver) dated as of December 13, 2021 (the “Original Stream Agreement”), as extended by an extension acknowledgment letter dated as of January 12, 2024 and an amending agreement dated as of April 25, 2024 (the “April Amendment”) (collectively, the “Stream Agreement”);
AND WHEREAS in connection with the entering into of the Original Stream Agreement, the Seller and the Guarantors granted certain security documents including, without limitation, (i) a security agreement granted by the Seller in favour of OMF Fund III (HG) Ltd., in its capacity as collateral agent (the “Collateral Agent”), (ii) an assignment of material project contracts granted by the Seller in favour of the Collateral Agent, (iii) an assignment of insurance proceeds granted by the Seller in favour of the Collateral Agent, (iv) an omnibus guarantee granted by each of the Guarantors in favour of the Purchasers’ Agent, (v) a U.S. security agreement granted by each of the Guarantors in favour of the Collateral Agent, (vi) an omnibus U.S. pledge agreement granted by each of the Seller and the Guarantors in favour of the Collateral Agent, (vii) an omnibus U.S. assignment of material contracts granted by each of the Guarantors in favour of the Collateral Agent, and (viii) an omnibus assignment of insurance proceeds granted by each of the Guarantors in favour of the Collateral Agent (collectively, the “Security Documents”) as security for the payment and performance of the Stream Obligations;
AND WHEREAS in certain cases the Security Documents provide that the security granted thereunder secure the “Obligations” as defined in the Stream Agreement;
AND WHEREAS “Obligations” is not a defined term in the Stream Agreement, and the intention of the parties at the time of entry into the Security Documents was for the Security Documents and in their reliance upon and performing their respective obligations under the Stream Agreement and Security Documents from and after their execution to instead reference “Stream Obligations” as defined in the Stream Agreement; AND WHEREAS the parties have agreed that in order to address such error and give effect to the intentions of the parties in a simple and efficient manner, a definition of “Obligations” will be added to the Stream Agreement, which definition will reference the Stream Obligations;


    - 2 -
AND WHEREAS Section 6.15 of the Stream Agreement requires that the Seller at all times maintain in a Proceeds Account or another deposit account over which the Purchasers’ Agent has an account control agreement a minimum cash balance in the aggregate of, until June 30, 2025, the greater of (i) $[Redacted – commercially sensitive information] and (ii) the total costs and expenses projected to be incurred over the upcoming three month rolling period through the term of the Budget (as defined in the Steam Agreement) (the “June Minimum Cash Requirement”);
AND WHEREAS the Seller has requested that the Majority Purchasers waive the June Minimum Cash Requirement, and the Majority Purchasers are agreeable to waiving the June Minimum Cash Requirement, subject to the terms and conditions hereof;
AND WHEREAS as a condition of the deferrals provided under the Gold Prepay Agreement and the Stream Agreement by the Majority Buyers (as defined in the Gold Prepay Agreement) and Majority Purchasers, as applicable, and the extension to the Maturity Date (as defined in the Orion Convertible Credit Agreement), the related issuance of common share purchase warrants of the Seller to the Lender (or an Affiliate thereof) under the Orion Convertible Credit Agreement andand the waiver being provided in connection with the Orion Convertible Credit Agreement, the Seller has agreed to provide certain security in favour of OMF Fund III (F) Ltd., as administrative agent under the Orion Convertible Credit Agreement (or an Affiliate thereof or a professional third party collateral agent acting as collateral agent for the lenders under the Orion Convertible Credit Agreement) to secure the obligations under the Orion Convertible Credit Agreement on a pari passu basis with Stream Collateral Agent under the Stream Agreement subject to the terms hereof;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
“Convertible Administrative Agent” means OMF Fund III (F) Ltd. and its successors and permitted assigns.
“Convertible Personal Property Security” means the personal property security to be delivered by the Credit Parties in favour of the Convertible Administrative Agent or its Affiliate or third party collateral agent including, without limitation, (a) a security agreement from each Credit Party, (b) a pledge agreement from each Credit Party, (c) an assignment of proceeds of any property insurance policy from each Credit Party, and (d) a specific assignment of Material Contracts that any Credit Party is party to or bound by, together with applicable acknowledgements from the counterparties thereto, in each case, form and substance satisfactory to the Convertible Administrative Agent.
“Convertible Real Property Security” means (a) a deed of trust and UCC financing statement governed by Nevada law by the Ruby Hill Owner to the Convertible Administrative Agent or its Affiliate or third party collateral agent; (b) a deed of trust and UCC financing statement governed by Nevada law by the Granite Creek Owner to the Convertible Administrative Agent or its Affiliate or third party collateral agent; and (c) any subordination or other instruments prepared and held from time to time by the Convertible Administrative Agent or its Affiliate or third party collateral agent, in each case, form and substance satisfactory to the Convertible Administrative Agent.
    



    - 3 -
“Credit Parties” has the meaning ascribed to such term in the Orion Convertible Credit Agreement.
“New Offtake Agreement” means a fixed six year term precious metals offtake agreement to be entered into between the Seller and its applicable Affiliates and the Administrative Agent (or its designated Affiliates) that will apply upon expiration of the current Offtake Agreement on December 31, 2028 in respect of [Redacted – commercially sensitive information]% of the precious metals production from the Granite Creek Project and the Ruby Hill Project, with the quotational period being substantially similar to that in the Offtake Agreement and metals delivery being completed via metal credits, or to be cash settled in the event that the delivery of metal credits is not reasonably practicable, in form similar to the existing Offtake Agreement and satisfactory to the Purchasers’ Agent, acting reasonably.
All other capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Stream Agreement.
Article 2
WAIVER
1.Waiver.
1.Subject to the terms and conditions herein contained, the Purchasers' Agent, acting upon the instruction of and on behalf of the Majority Purchasers, hereby waives:
(a)the June Minimum Cash Requirement until the March 31, 2025 subject to extension by the Majority Purchasers in their sole and absolute discretion; provided that any debt financing to be obtained by the Seller (other than via the Seller’s at-the-market equity program) on or prior to March 31, 2025 shall be subject to the prior written consent of the Purchasers’ Agent, acting reasonably; and
(b)any Default or Event of Default under the Stream Agreement that would result from a default or event of default under (i) the Gold Prepay Agreement and (ii) the Orion Convertible Credit Agreement as a result of a failure to comply with the June Minimum Cash Requirement on or prior to the date hereof.
2.The foregoing waiver shall not constitute a waiver of any defaults, covenants or other terms of conditions of the Stream Agreement or the rights and remedies of the Purchasers' Agent or the Purchasers or with respect to any (including any future) non-compliance with any such covenants or other terms or conditions of the Stream Agreement.
Article 3
AMENDMENTS TO STREAM AGREEMENT
1.General Rule.
Subject to the terms and conditions herein contained, the Stream Agreement is hereby amended to the extent necessary to give effect to the provisions of this Agreement and to incorporate the provisions of this Agreement into the Stream Agreement.
    



    - 4 -
2.Recitals.
The parties agree that the Recitals are true and correct in all respects.
3.Amendments.
1.Section 1.1 is hereby amended by deleting the definition of “Gold Prepay Agreement” in its entirety and replacing it with the following:
““Gold Prepay Agreement” means the amended and restated gold prepay purchase and sale agreement dated as of September 20, 2023, as amended by an amending agreement dated as of April 25, 2024, as supplemented by a side letter agreement dated as of June 28, 2024, as further amended by an amending agreement dated as of December 31, 2024, as the same may be amended, modified, supplemented or replaced from time to time.
2.Section 1.1 is hereby amended nunc pro tunc by adding the following definition in alphabetical order:
““Obligations” means the Stream Obligations.”
3.Section 1.1 is hereby amended by deleting prong (ix) of the definition of “Permitted Encumbrances” in its entirety and replacing it with the following:
“(ix)    the Encumbrances securing the obligations under the Gold Prepay Agreement and the Orion Convertible Credit Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement, or any Refinancing Facility provided that such Encumbrances are subject to an intercreditor agreement entered into in accordance with the terms hereof;”
4.Section 2.7 is hereby amended by deleting paragraph (b) and replacing it with:
“(b) The Annual Minimum Delivery Amount in respect of 2024 that otherwise would have been originally payable to the Purchasers on January 15, 2025 (the “January Delivery”) may be delivered without penalty on or before March 31, 2025 (the “Deferred Delivery”), provided that in order for the Seller to implement the Deferred Delivery, the Seller must (i) be in compliance with the use of proceeds section set out in the budget for 2025 delivered to the Purchasers’ Agent on December 11, 2024 (the “Budget”), as confirmed by the Purchasers’ Agent, (ii) raise sufficient equity funding pursuant to a financing (the “Deferred Delivery Budget Financing”) to satisfy the Budget requirements from January 31, 2025 through to March 31, 2025 by no later than January 31, 2025, provided that binding terms of such Deferred Delivery Budget Financing are publicly announced by the Seller on or prior to January 15, 2025 with the foregoing being on terms satisfactory to the Purchasers’ Agent, and (iii) maintain compliance with Section 6.15 from the date on which the Seller receives proceeds of the Deferred Delivery Budget Financing until March 31, 2025.”
5.Section 6.15 is hereby deleted in its entirety and replaced with:
“6.15 The Seller agrees that it shall hold all cash of it and its Subsidiaries on hand in a Proceeds Account or another deposit account over which the Purchasers’ Agent has an account control agreement and in no other account except to the extent it may be required to transfer cash through other accounts on a temporary basis in order to facilitate payroll and other payments in the ordinary course of business in accordance with the Budget. In addition, the Seller shall at all times maintain in such accounts a minimum cash balance of $[Redacted – commercially sensitive information].
    



    - 5 -
The Seller agrees that cash will only be withdrawn from the Proceeds Account if it is necessary to fund expenses outlined in the Budget or to satisfy obligations to the Purchasers under this Agreement. Once withdrawn, such cash will be incurred for the foregoing expenses within seven Business Days of withdrawal and will only be withdrawn if the foregoing minimum cash balance continues to remain satisfied after the withdrawal.”
6.A new Section 6.17 is hereby added as follows:
“6.17     The Seller shall, and shall cause each of the Guarantors to, satisfy each of the following as a condition to the Deferred Delivery:
(i) on or prior to December 31, 2024, deliver a detailed budget for the 2025 Fiscal Year (the “Budget”) to the Purchasers’ Agent, in form and substance satisfactory to the Purchasers’ Agent;
(ii) from the date hereof until March 31, 2025, provide weekly updates to the Budget to the Purchasers’ Agent on the Friday of every week, in form and substance satisfactory to the Purchasers’ Agent acting reasonably, that includes (A) details on the cash balances in each bank account of the Sellers and its Subsidiaries, (B) a schedule of funds raised under the Seller’s at-the-market equity program and the remaining amount of funds available to be raised under such program, (C) a cash flow forecast; and (D) a monthly reconciliation analysis of actual vs. budgeted expenses per the Budget;
(iii) on or before March 31, 2025, provide a detailed report to the Purchasers’ Agent, in form and substance satisfactory to the Purchasers' Agent, which summarizes strategic initiatives, plans and solutions being taken by the Seller to raise capital in the 2025 fiscal year;
(iv) on or before January 15, 2025, amend and restate the Orion Convertible Credit Agreement to, inter alia, add any representations and warranties, covenants, events of default or other provisions necessary for the security to be granted in connection with the Orion Convertible Credit Agreement, in form and substance satisfactory to the Purchasers’ Agent; provided that such terms and provisions shall be consistent with those included in this Agreement;
(v) on or before January 15, 2025, enter into the Convertible Personal Property Security, in similar form and substance to the existing security granted to the Majority Purchasers under this Agreement and the Majority Buyers under the Gold Prepay Agreement and satisfactory to the Purchasers’ Agent;
(vi) on or before March 31, 2025, enter into the Convertible Real Property Security, in similar form and substance to the existing security granted to the Majority Purchasers under this Agreement and the Majority Buyers under the Gold Prepay Agreement and satisfactory to the Purchasers’ Agent;
(vii) on or before March 31, 2025, amend and restate the Intercreditor Agreement in connection with the Convertible Personal Property Security and the Convertible Real Property Security, in form and substance similar to existing security granted to Majority Purchasers under this Agreement and the Majority Buyers under the Gold Prepay Agreement and satisfactory to the Purchasers’ Agent; and It is acknowledged that item (i) has been satisfied as of December 11, 2024.
(viii) on or before January 31, 2025, enter into the New Offtake Agreement.
    



    - 6 -
In the event that any of the foregoing (i) through (viii) are not completed in accordance with the foregoing section on terms satisfactory to the Purchasers’ Agent, the Deferred Delivery will be automatically terminated and the January Delivery will become immediately due and payable.”
Article 4
CONDITION PRECEDENT
1.Conditions Precedent.
This Agreement shall not become effective until:
(a)the Administrative Agent (as defined in the Gold Prepay Agreement) and the Majority Buyers under the Gold Prepay Agreement shall have consented to this Agreement pursuant to the terms of the Gold Prepay Agreement and the Intercreditor Agreement;
(b)the Seller, the Purchasers and the Purchasers' Agent have executed and delivered this Agreement; and
(c)the Seller has paid all costs and expenses due pursuant to Section 5.7 hereof.
Article 5
MISCELLANEOUS
1.Future References to the Stream Agreement.
On and after the date of this Agreement, each reference in the Stream Agreement to "this Agreement", "hereunder", "hereof", or words of like import referring to the Stream Agreement, and each reference in any related document to the "Stream Agreement", "thereunder", "thereof", or words of like import referring to the Stream Agreement, shall mean and be a reference to the Stream Agreement as amended hereby. The Stream Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
2.Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Events of Default.
Notwithstanding any provision of the Stream Agreement, there shall be no cure period for breach of any covenants contained in this Agreement (which includes, for greater certainty, those provisions amended in the Stream Agreement pursuant to this Agreement) and any breach of such covenants will constitute an immediate Seller Event of Default.
4.Inurement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
    



    - 7 -
5.Conflict.
If any provision of this Agreement is inconsistent or conflicts with any provision of the Stream Agreement, the relevant provision of this agreement shall prevail and be paramount.
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Purchasers' Agent may reasonably request for the purpose of giving effect to this Agreement and to each and every provision hereof.
7.Costs and Expenses.
The Seller shall pay to the Purchasers’ Agent and the Purchasers on demand all reasonable and documented costs and expenses (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) incurred by the Purchasers’ Agent and the Purchasers in connection with the review, negotiation and delivery of this Agreement and any ancillary documents related hereto or contemplated within. For greater certainty, Section 2.3 of the April Amendment shall continue to apply in respect of the Deferred Delivery and the applicable Hedge Amount (as defined in the April Amendment) will be paid to the Purchasers’ Agent in accordance with Section 2.3 of the April Amendment, provided, however, that the Hedge Amount in respect of the Deferred Delivery will be paid to the Purchasers’ Agent on or prior to January 2, 2025. The Seller and the Purchasers’ Agent will confirm this Hedge Amount on or prior to December 31, 2024.
8.Counterparts.
This Agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]
    




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first above written.

i-80 GOLD CORP.
By:
(signed) “David Savarie”
Name: David Savarie
Title: SVP, General Counsel


OMF FUND III (HG) LTD., as Purchasers' Agent and Purchaser
By:
(signed) “Garth Ebanks”
Name: Garth Ebanks
Title: Director
By:
Name:
Title:



EX-10.15 20 ex1015i-80orionsilverpurch.htm EX-10.15 Document
Exhibit 10.15

AMENDING AGREEMENT
THIS AGREEMENT dated as of the 28th day of March, 2025.
BETWEEN:
i-80 GOLD CORP., a corporation incorporated under the laws of the Province of British Columbia
(herein called the "Seller")
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Purchasers' Agent
(herein called the "Purchasers' Agent")
WHEREAS the Seller, the Purchasers' Agent, the Guarantors and the Purchasers entered into a purchase and sale agreement (silver) dated as of December 13, 2021 (as extended by an extension acknowledgment letter dated as of January 12, 2024, as amended by an amending agreement dated as of April 25, 2024 and as further amended by an amending agreement dated as of December 31, 2024, the "Stream Agreement");
AND WHEREAS the parties hereto wish to amend certain provisions of the Stream Agreement subject to the terms hereof;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Article 1
DEFINED TERMS
1.Capitalized Terms.
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Stream Agreement.
Article 2
AMENDMENTS TO STREAM AGREEMENT
1.General Rule.
Subject to the terms and conditions herein contained, the Stream Agreement is hereby amended to the extent necessary to give effect to the provisions of this Agreement and to incorporate the provisions of this Agreement into the Stream Agreement.



    - 2 -
2.Recitals.
The parties agree that the Recitals are true and correct in all respects.
3.Amendments.
1.Section 2.7 is hereby amended by deleting paragraph (b) and replacing it with:
"(b) The Annual Minimum Delivery Amount in respect of 2024 that otherwise would have been originally payable to the Purchasers on March 31, 2025 may be delivered without penalty on or before April 7, 2025; provided however that if such Annual Minimum Delivery Amount is delivered on a date that is on or after April 1, 2025 (the date of such delivery being the "Adjusted Delivery Date") and the Silver Market Price on the day prior to such Adjusted Delivery Date is less than the Silver Market Price as at March 31, 2025, then the Annual Minimum Delivery Amount shall be equal to the Annual Minimum Delivery Amount that would have originally been payable to the Purchasers on March 31, 2025 (accounting for the gross value of the delivery based on the then relevant Silver Market Price), adjusted with the amount of ounces to reflect the Silver Market Price on the day immediately preceding the Adjusted Delivery Date. For greater certainty, if the Silver Market Price on the day prior to such Adjusted Delivery Date is greater than the Silver Market Price as at March 31, 2025, then the Annual Minimum Delivery Amount shall be the amount of ounces that would have otherwise been delivered on March 31, 2025 and there shall be no adjustments to the Annual Minimum Delivery Amount. In order for the Seller to implement the deferral under this Section 2.7(b), the Seller must maintain compliance with Section 6.15 from the date on which the Seller receives proceeds of the Deferred Delivery Budget Financing until Adjusted Delivery Date.”
Article 3
CONDITION PRECEDENT
1.Conditions Precedent.
This Agreement shall not become effective until:
(a)the Administrative Agent (as defined in the Gold Prepay Agreement) and the Majority Buyers under the Gold Prepay Agreement and the Administrative Agent (as defined in the Orion Convertible Credit Agreement) and the Majority Lenders under the Orion Convertible Credit Agreement shall have consented to this Agreement pursuant to the terms of the Gold Prepay Agreement and the Intercreditor Agreement;
(b)the Seller, the Purchasers and the Purchasers' Agent have executed and delivered this Agreement; and
(c)the Seller has paid all costs and expenses due pursuant to Section 4.7 hereof.
Article 4
MISCELLANEOUS
1.Future References to the Stream Agreement.
On and after the date of this Agreement, each reference in the Stream Agreement to "this Agreement", "hereunder", "hereof", or words of like import referring to the Stream Agreement, and each reference in any related document to the "Stream Agreement", "thereunder", "thereof", or words of like import referring to the Stream Agreement, shall mean and be a reference to the Stream Agreement as amended hereby.



    - 3 -
The Stream Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
2.Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.Events of Default.
Notwithstanding any provision of the Stream Agreement, there shall be no cure period for breach of any covenants contained in this Agreement (which includes, for greater certainty, those provisions amended in the Stream Agreement pursuant to this Agreement) and any breach of such covenants will constitute an immediate Seller Event of Default.
4.Inurement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.Conflict.
If any provision of this Agreement is inconsistent or conflicts with any provision of the Stream Agreement, the relevant provision of this agreement shall prevail and be paramount.
6.Further Assurances.
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Purchasers' Agent may reasonably request for the purpose of giving effect to this Agreement and to each and every provision hereof.
7.Costs and Expenses.
The Seller shall pay to the Purchasers’ Agent and the Purchasers on demand all reasonable and documented costs and expenses (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) incurred by the Purchasers’ Agent and the Purchasers in connection with the review, negotiation and delivery of this Agreement and any ancillary documents related hereto or contemplated within.
8.Counterparts.
This Agreement may be executed in one or more counterparts and in electronic format, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first above written.

i-80 GOLD CORP.
By:
(signed) “David Savarie”
Name: David Savarie
Title: SVP, General Counsel


OMF FUND III (HG) LTD., as Purchasers' Agent and Purchaser
By:
(signed) “Garth Ebanks”
Name: Garth Ebanks
Title: Director




EX-10.16 21 ex1016supplementarytermsag.htm EX-10.16 Document
Execution Version
Exhibit 10.16

SUPPLEMENTARY TERMS AGREEMENT
dated as of
March 31, 2025
among
PAYCORE MINERALS INC.
as Company
and
NATIONAL BANK OF CANADA
as Bank



image_0d.jpg



1385-1921-1028.12
TABLE OF CONTENTS
Page

- i -
Supplementary Terms Agreement – Paycore Minerals Inc.


SUPPLEMENTARY TERMS AGREEMENT
THIS SUPPLEMENTARY TERMS AGREEMENT dated as of March 31, 2025 is made among Paycore Minerals Inc. and National Bank of Canada.
RECITALS
WHEREAS the Company and the Bank have entered into, or will enter into, certain Prepaid Forward Arrangements and wish to enter into this Agreement to set forth certain terms and conditions that will supplement such Prepaid Forward Arrangements;
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the parties hereto agree as follows:
Article 1
DEFINITIONS
1.1Definitions.
In this Agreement:
“Adjusted Tangible Net Worth” means, for Parent on a Consolidated basis, the excess of its total assets over its total liabilities; provided that the determination of such total assets shall exclude:
(a)all goodwill, organizational expenses, research and development expenses, trade marks, trade mark applications, trade names, copyrights, patents, patent applications, licenses and rights in any thereof, and other similar intangibles;
(b)all prepaid expenses, deferred charges or unamortized debt discount and expense;
(c)all reserves carried and not deducted from consolidated assets;
(d)Equity Securities of, obligations or other securities of, or capital contributions to, or investments in, any Subsidiary;
(e)securities which are not readily marketable;
(f)cash held in a sinking fund or other analogous fund established for the purpose of redemption, retirement or prepayment of Equity Securities or Indebtedness;
(g)any write-up in the book value of any asset resulting from a revaluation thereof; and
(h)any items not included in clauses (a) through (g) of this definition which are treated as intangibles under U.S. GAAP.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with, such Person.
“Agreement” means this supplementary terms agreement and all the Schedules attached hereto.
Supplementary Terms Agreement – Paycore Minerals Inc.

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“AML Legislation” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” applicable Laws, whether within Canada or elsewhere, including any regulations, guidelines or orders thereunder.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Credit Parties and their Affiliates from time to time concerning or relating to bribery or corruption, including without limitation the Corruption of Foreign Public Officials Acts (Canada) and the Criminal Code (Canada) and the U.S. Foreign Corrupt Practices Act.
“Asset Disposition” means, with respect to any Person, the sale, lease, license, transfer, assignment or other disposition of, all or any portion of its business, assets, rights, property, real, personal or mixed, tangible or intangible, whether in one transaction or a series of transactions, other than (a) inventory sold in the ordinary course of business upon customary credit terms, (b) sales of worn-out, scrap, damaged or obsolete material or equipment, the economic value of which is not material in the aggregate, (c) leases of real property or personal property (under which such Person is lessor) entered into in the ordinary course of business, (d) licenses granted to third parties in the ordinary course of business, (e) transactions passing assets to any Guarantor, (f) cash expenditures made to complete any transaction not prohibited hereunder, or (g) pursuant to a Casualty Event.
“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person or its property, whether or not having the force of Law.
“Bank” means National Bank of Canada.
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“BIA” means the Bankruptcy and Insolvency Act (Canada).
“Bonding Obligation” means any reimbursement or indemnity obligation in respect of performance bonds, reclamation bonds and indemnities, surety bonds, appeal bonds, completion guarantees or like instruments (excluding letters of credit or letters of guarantee) issued to secure performance obligations incurred in the ordinary course of business.
“Business” means (a) mineral exploration, extraction, processing and sale and (b) any business that is the same, similar or otherwise reasonably related, ancillary or complementary thereto.
“Business Day” means any day that is not a Saturday, Sunday or holiday (as defined in the Interpretation Act (Canada)) in Toronto, Ontario.
“Canadian Dollars” and “Cdn.$” refer to lawful currency of Canada.
“Canadian GSA” means the Ontario law multi-party general security agreement dated as of the date hereof between the Company, each Canadian Guarantor and the Bank constituting a first-
Supplementary Terms Agreement – Paycore Minerals Inc.

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priority Lien (subject to Permitted Liens) over all present and future personal property of such Credit Parties other than Excluded Property.
“Canadian Guarantors” means Paycore Canada Inc. and 2823857 Ontario Inc..
“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under U.S. GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with U.S. GAAP.
“Cash Balance” means, at any time, the aggregate amount of cash and Cash Equivalents of the Parent and the Credit Parties as at such time.
“Cash Equivalents” means any of the following:
(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of Canada or of any Canadian province (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of Canada or of such Canadian province), in each case maturing within one year from the date of acquisition thereof;
(b)investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of Canada or of any Canadian province which has a combined capital surplus and undivided profits of not less than Cdn.$[Redacted – commercially sensitive information]and a senior unsecured rating of “A-” or better by S&P and “A3” or better by Moody’s;
(c)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of the United States of America), in each case maturing within one year from the date of acquisition thereof;
(d)marketable and freely tradeable securities evidencing direct obligations of corporations, hospitals, municipal boards or school boards having, at the date of acquisition, a rating from DBRS of A, from Moody’s of A 2 or from S&P of A, in each case maturing within 180 days from the date of acquisition thereof; or
(e)credit balances in bank accounts and securities accounts not prohibited hereunder.
“Casualty Event” means, with respect to any Person, the expropriation, condemnation, destruction or other involuntary loss of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, for which such Person receives insurance proceeds or proceeds of condemnation award or other compensation.
“CCAA” means the Companies’ Creditors Arrangement Act (Canada).
Supplementary Terms Agreement – Paycore Minerals Inc.

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“Change of Control” means:
(a)the ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert, of Equity Securities representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Securities of the Parent;
(b)the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated;
(c)the direct or indirect Control of the Parent by any Person or group of Persons acting jointly or otherwise in concert; or
(d)a Credit Party ceasing to be a Wholly-Owned Subsidiary of the Parent.
For the avoidance of doubt, an agreement to cause any of the aforementioned events to occur shall not in and of itself result in a Change of Control, which shall only occur upon actual consummation.
“Closing Date” means March 31, 2025, being the date on which this Agreement is executed and delivered by the parties hereto.
“Closing Proceeds Distribution” means the dividend, distribution or return of capital made by the Company to the Parent, on or about March 31, 2025, with respect to the Equity Securities of the Company held by the Parent in an amount equal to, and not to exceed, the net proceeds received by the Company from the Secured Prepaid Forward Arrangements entered into by the Company or about the Closing Date.
“Collateral” means the property of the Credit Parties described in and subject to the Liens, privileges, priorities and security interests purported to be created by any Security Document.
“Collateral Agency Agreement” means that certain collateral agency agreement, by and among the U.S. Guarantors, the Bank and Computershare Trust Company, N.A., as the collateral agent thereunder.
“Company” means Paycore Minerals Inc., an Ontario corporation.
“Company Guarantee” means the multi-party unlimited guarantee dated as of the date hereof in favour of the Bank with respect to the debts, liabilities and obligations of the Company under the Credit Documents.
“Compliance Certificate” means a certificate of the Company in the form attached hereto as Exhibit A, signed by a Responsible Officer of the Company.
“Consolidated” means, when used with respect to any financial term, financial covenant, financial ratio or financial statement, such financial term, financial covenant, financial ratio or financial statement calculated, prepared or determined, as applicable, for the Parent on a consolidated basis in accordance with U.S. GAAP, consistently applied.
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“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Covered Entity” means any of the following:
(a)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(b)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(c)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party” has the meaning set out in Section 7.17.
“Credit Documents” means this Agreement, the Security Documents, and the Secured Prepaid Forward Arrangements, together with any other document, instrument or agreement now or hereafter entered into in connection with this Agreement or the Secured Prepaid Forward Arrangements, as such documents, instruments or agreements may be amended, modified or supplemented from time to time.
“Credit Parties” means, collectively, the Company and the Guarantors, and “Credit Party” means any one of them.
“DBRS” means DBRS Limited, or its successor.
“Default” means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Electronic Signature” means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
“Environmental Laws” means all Laws, including U.S. Environmental Laws, relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any Hazardous Material, or to health and safety matters.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Credit Party directly or indirectly resulting from or based upon (a) the violation of any Environmental Laws or U.S. Environmental Laws, (b) the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials

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into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Securities” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, debt securities, options or other rights exchangeable for or convertible into any of the foregoing.
“Equivalent Amount” with respect to any two currencies, the amount obtained in one such currency when an amount in the other currency is converted into the first currency using the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at close of business on the immediately preceding Business Day) and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Bank in Toronto, Ontario on the Business Day such conversion is to be made in accordance with its normal practice.
“Events of Default” has the meaning set out in Section 6.1.
“Excluded Property” has the meaning set out in the Canadian GSA or U.S. GSA, as applicable.
“FAD Mortgage” means the Nevada law deed of trust over the FAD Property from Golden Hill Mining LLC to be granted in favour of the Bank, as the beneficiary thereunder.
“FAD Property” means the 1,468 hectare land package owned by Golden Hill Mining LLC located immediately south of, and adjoining, the Company’s Ruby Hill Property in Eureka County, Nevada.
“FAD Property Collateral” means, collectively, (a) all Equity Securities of the Credit Parties; and (b) the FAD Property and all other property, rights and assets situate thereat, arising therefrom or relating thereto, including, for certainty, all property, rights and assets which are subject to a Lien in favour of the Bank pursuant to the FAD Mortgage.
“Fair Market Value” means, with respect to any asset or group of assets at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, or, if such asset shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set out in such appraisal.
“Fiscal Quarter” means any fiscal quarter of Parent.
“Fiscal Year” means any fiscal year of Parent.
“Governmental Authority” means the Government of Canada or the United States, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any

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agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity or supra-national body exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements, the European Union and the European Central Bank.
“Group Parties” means, collectively, the Parent and all other Subsidiaries, and “Group Party” means any one of them.
“Guarantee” of or by any Person (in this definition, the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (in this definition, the “primary credit party”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect:
(a)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise);
(b)to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof;
(c)to maintain working capital, equity capital solvency, or any other balance sheet, income statement or other financial statement condition or liquidity of the primary credit party so as to enable the primary credit party to pay such Indebtedness or other obligation; or
(d)as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or other obligation.
(e)The term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guarantee is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith.
“Guarantors” means, collectively, the Canadian Guarantors and the U.S. Guarantors, and “Guarantor” means any one of them.
“Hazardous Material Indemnity” means that certain hazardous materials undertaking and secured indemnity between Golden Hill Mining LLC, as the indemnitor thereunder in favor of Computershare Trust Company, N.A., as the collateral agent thereunder.
“Hazardous Materials” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent or other material which (a) is or becomes listed, regulated or addressed under any Environmental Laws or U.S. Environmental Laws, as applicable, (b) is, or is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source

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of pollution or contamination under any Environmental Laws or U.S. Environmental Laws, as applicable, including asbestos, cyanide, petroleum and polychlorinated biphenyls, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, urea formaldehyde, salts, flammable explosives, radioactive materials, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Laws or U.S. Environmental Laws, as applicable, or c) any substance defined as “solid waste” under Nev. Rev. Stat. chs. 444 or 445A, or as a “regulated substance”, “hazardous substance”, “highly hazardous substance” or hazardous waste” under Nev. Rev. Stat. ch 459.
“Hedge Arrangement” means any derivative transaction entered into in connection with protection against, or benefit from, fluctuation in any rate or price. For the avoidance of doubt, the entry into an ISDA Master Agreement and the schedule thereto shall not in and of themselves constitute a Hedge Arrangement, but each trade documented pursuant to a confirmation entered into thereunder shall.
“Hedge Exposure” of a Person means all obligations of such Person arising under or in connection with Hedge Arrangements; provided that:
(a)when calculating the value of a Hedge Arrangement only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out of such Hedge Arrangement, that amount) shall be taken into account; and
(b)the Hedge Exposure with respect to any counterparty shall be calculated on an aggregate net basis after taking into account all amounts owing by such counterparty to such Person under Hedge Arrangements.
“Indebtedness” of any Person means, without duplication:
(a)all obligations of such Person for borrowed money or with respect to deposits or advances of any kind;
(b)all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;
(c)all obligations of such Person upon which interest charges are customarily paid;
(d)all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;
(e)all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);
(f)all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;
(g)all Guarantees by such Person of Indebtedness of others;
(h)all Capital Lease Obligations of such Person;
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(i)all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guarantee;
(j)all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances;
(k)all Hedge Exposure to the extent due and payable; and
(l)all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value (other than for other Equity Securities) any Equity Securities of such Person, valued, in the case of redeemable Equity Securities, at the greater of voluntary or involuntary redemption price, plus accrued and unpaid dividends.
For the avoidance of doubt, Indebtedness shall not include Bonding Obligations. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a partner, general partner or limited partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity.
“Indemnitee” has the meaning specified in Section 7.3(2).
“ISDA Master Agreement” means an agreement in the form of an ISDA Master Agreement (Multi-Currency – Cross Border) or 2002 ISDA Master Agreement, in each case, as published by ISDA, including the Schedule thereto and any Confirmation thereunder (each as defined therein).
“Laws” means all federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority binding on or affecting the Person or such Person’s property referred to in the context in which such word is used (including, in the case of tax matters, any accepted practice or application or official interpretation of any relevant taxation authority); and “Law” means any one or more of the foregoing.
“Legal Reservations” means:
(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
(b)the time barring of claims under the Limitation Act, 2002 (Ontario), as amended, and similar legislation in any other applicable jurisdiction; and
(c)any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions furnished to the Bank pursuant to this Agreement by legal counsel for a Credit Party.
“Lien” means, (a) with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), deemed trust, pledge, hypothec, hypothecation, encumbrance, charge, security interest, royalty interest, adverse claim, defect of title or right of set off in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, title

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retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to any asset, (c) any purchase option, call or similar right of a third party with respect to such assets, (d) any netting arrangement, defeasance arrangement or reciprocal fee arrangement, and (e) any other arrangement having the effect of providing security.
“Liquidity” means, at any time, an amount equal to the sum of:
(a)the Cash Balance, plus
(b)the Undrawn Commitment Amount;
(c)in each case determined as at such time on a consolidated basis.
“Material Adverse Change” means any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or condition, financial or otherwise, of the Parent or the Credit Parties taken as a whole, (b) the validity or enforceability of any of the Credit Documents, the rights and remedies of the Bank thereunder, or the priority of the Liens created thereby or (c) the ability of the Parent or the Credit Parties to perform their material obligations under the Credit Documents.
“Material Indebtedness” means any Indebtedness (other than the Secured Liabilities) of the Parent or any one or more Credit Parties in an aggregate principal amount exceeding U.S. $[Redacted – commercially sensitive information].
“Moody’s” means Moody’s Investors Service, Inc.
“Net Proceeds” means, with respect to
(a)any Asset Disposition or Casualty Event, the gross amount of cash proceeds received by the Parent or any Credit Party from such Asset Disposition or Casualty Event (including proceeds of any insurance policies and amounts received pursuant to any expropriation proceeding or condemnation proceeding), including any cash received in respect of non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or instalment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received; and
(b)with respect to:
(i)the issuance or incurrence by the Parent or any Credit Party of any Indebtedness; or
(ii)the sale or issuance of any Equity Securities of, or the making of any capital contribution to, the Parent or any Credit Party;
the gross amount of proceeds received by the Parent or any Credit Party therefrom, including any cash received in respect of non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or

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instalment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received;
in each case minus the sum of:
(c)the amount, if any, of all Taxes paid or payable by the Parent or any Credit Party directly resulting from such transaction or the movement of funds from the Parent or the selling Credit Party to the Company (including the amount, if any, estimated by the Company in good faith at the time of such transaction for Taxes payable by the Parent or such Credit Party on or measured by net income or gain resulting from such transaction) assuming the application of any Tax losses or credits available (or to be available) to the Parent or such Credit Party at the time such Taxes are payable that are not used to offset other income or gains;
(d)the reasonable out-of-pocket costs and expenses incurred by the Parent or any Credit Party in connection with such transaction (excluding any fees or expenses paid to the Parent or any Credit Party, or any Affiliate of the Parent or any Credit Party); and
(e)any Capital Lease Obligations secured by a Lien permitted pursuant to clause (s) of the definition of “Permitted Liens” and ranking in priority to the Liens created under the Security Documents on the asset which is subject to such Asset Disposition and required to be repaid as a result of such Asset Disposition.
“Parent” means i-80 Gold Corp., a corporation under the laws of British Columbia, and the parent company of the Company.
“Party” means a party to this Agreement, and reference to a Party includes its successors and permitted assigns and “Parties” means every Party.
“Patriot Act” means the USA PATRIOT Act of 2001.
“Payment” means, with respect to any obligation, (a) any payment or distribution by any Person of cash, securities, or other form of property, including by the exercise of a right of set-off or in any other manner, on account of such obligations, or (b) any redemption, purchase or other acquisition of such obligation (including by way of amalgamation or merger) by the Person owing such obligation.
“Permitted Indebtedness” means:
(a)Indebtedness under a Credit Document;
(b)Indebtedness of the Parent outstanding as of the Closing Date and described in Schedule 1.1(A);
(c)other Indebtedness of the Parent in an aggregate amount not to exceed U.S.$ [Redacted – commercially sensitive information];
(d)Indebtedness owing by one Credit Party to another Credit Party; and
(e)Capital Lease Obligations secured by Liens permitted pursuant to clause (s) of the definition of “Permitted Liens”.
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“Permitted Liens” means:
(a)Liens in favour of the Bank for the obligations of any Credit Party under or pursuant to the Credit Documents;
(b)Liens granted by the Parent and existing as at the Closing Date;
(c)Liens granted by the Parent to secure Indebtedness permitted pursuant to clause (c) of the definition of “Permitted Indebtedness”;
(d)Liens imposed by any Governmental Authority for Taxes not yet due and delinquent or which are being contested in good faith and by appropriate proceedings in compliance with Section 4.1(3), and, during such period during which such Liens are being so contested, such Liens shall not be executed on or enforced against any of the assets of the Parent or any Credit Party, provided that the Parent or such Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;
(e)carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction and other like Liens arising by operation of applicable Law, arising in the ordinary course of business and securing amounts (i) which are not overdue for a period of more than 30 days, or (ii) which are being contested in good faith and by appropriate proceedings and, during such period during which amounts are being so contested, such Liens shall not be executed on or enforced against any of the assets of the Parent or any Credit Party, provided that (iii) the Parent or such Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors, (iv) the Parent or such Credit Party is in compliance with any corresponding holdback requirements under applicable legislation;
(f)undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with applicable Law or of which written notice has not been duly given in accordance with applicable Law or which although filed or registered, relate to obligations not due and delinquent, including without limitation statutory Liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation;
(g)deposits or Liens over cash collateral securing (i) any performance obligation (which, for the avoidance of doubt, shall exclude any obligation to repay borrowed money) incurred in the ordinary course of business, or (ii) any Bonding Obligation with respect to such obligation;
(h)servitudes, easements, rights-of-way, restrictions and other similar encumbrances on real property imposed by applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Parent or any Credit Party or zoning and building by-laws and ordinances and municipal by-laws and regulations with respect to real property so long as the same are complied with;
(i)Liens of, or resulting from, any judgment or award that does not constitute an Event of Default under Section 6.1(l);
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(j)the rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof;
(k)securities to public utilities or to any municipalities or Governmental Authorities or other public authority when required by the utility, municipality or Governmental Authorities or other public authority in connection with the supply of services or utilities to the Parent or the Credit Parties;
(l)Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants do not materially and adversely affect the use of the lands by the Parent or any Credit Party;
(m)statutory Liens incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of the Parent or any Credit Party under Environmental Laws or U.S. Environmental Laws to which any assets of the Parent or such Credit Party are subject;
(n)customary rights of set-off or combination of accounts in favour of a financial institution with respect to deposits maintained by it;
(o)contractual rights of set-off granted in the ordinary course of business;
(p)the reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants of real or immoveable property;
(q)title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the property for the purpose for which it is held;
(r)applicable municipal and other governmental restrictions affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with and will not materially impair the use of the property for the purpose for which it is held;
(s)Liens incurred in the ordinary course of business securing Capital Lease Obligations provided that the aggregate Indebtedness secured thereby shall not at any time exceed U.S.$ [Redacted – commercially sensitive information]; and
(t)any extension, renewal or replacement of any of the foregoing;
provided, however, that the Liens permitted hereunder shall not be extended to cover any additional Indebtedness of the Parent or the Credit Parties or their property (other than a substitution of like property).
“Person” includes any natural person, corporation, company, limited liability company, unlimited liability company, trust, joint venture, association, incorporated organization, partnership, Governmental Authority or other entity.
“Post-Closing Requirements” has the meaning set out in Section 4.1(5)(b).
“Prepaid Forward Arrangement” means any transaction for the purchase and sale of minerals in which the Parent or a Credit Party receives an upfront payment as consideration for the future

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delivery of a fixed quantity of minerals, and includes any transaction having the commercial effect of a forward prepaid sale of minerals. For the avoidance of doubt, (i) a Prepaid Forward Arrangement may be structured by way of a Hedge Arrangement, (ii) a Prepaid Forward Arrangement shall include a metals stream, and (iii) Indebtedness shall not include obligations under a Prepaid Forward Arrangement except to the extent due and payable under a Hedge Arrangement.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning set out in Section 7.17.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
“Release” is to be broadly interpreted and shall include an actual or potential discharge, deposit, spill, leak, pumping, pouring, emission, emptying, injection, escape, leaching, seepage or disposal of Hazardous Materials which is or may be in breach of any Environmental Laws or U.S. Environmental Laws.
“Relevant Agent” means, with respect to a Group Party, any agent of such Group Party that will act in any capacity in connection with, or benefit from, the Credit Documents.
“Responsible Officer” means, with respect to any Person, the chairman, the president, any vice president, the chief executive officer or the chief operating officer, and, in respect of financial or accounting matters, any chief financial officer, principal accounting officer, treasurer or controller of such Person.
“Restricted Payment” means, with respect to any Person, any Payment by such Person:
(a)of any dividend, distribution or return of capital with respect to its Equity Securities;
(b)on account of the purchase, redemption, retirement or other acquisition of any of its Equity Securities, or any warrants, options or similar rights with respect to its Equity Securities;
(c)on account of any principal of or interest or premium on, or the redemption or acquisition of, any Indebtedness of such Person that:
(i)by its terms or contractual postponement ranks in right of payment subordinate to any liability of such Person under the Credit Documents; or
(ii)is not permitted hereunder;
(d)of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to
(i)any director or officer of such Person (but excluding wages, payments made in connection with long-term incentive plans, and bonuses, in each case paid in the ordinary course of business and consistent with past practice); or
(ii)any Affiliate of such Person or director or officer thereof; or
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(e)for the purpose of setting apart any property for a sinking, defeasance or other analogous fund for any of the payments referenced above.
“S&P” means Standard & Poor’s Financial Services LLC.
“Sanctions” means, at any time, economic or financial sanctions or trade embargoes imposed, administered or enforced by:
(a)the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.S. Department of State, or the U.S. Department of Commerce; or
(b)any other Governmental Authority that are applicable to any Party at such time.
“Sanctioned Person” means, at any time, any Person with whom any Party is prohibited or restricted from transacting or otherwise dealing under any Sanction, whether by reason of designation under such Sanction or otherwise.
“Secured Prepaid Forward Arrangement” means any Prepaid Forward Arrangement between the Company and the Bank.
“Secured Liabilities” means all present and future indebtedness, liabilities and obligations of any and every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, mature or unmatured) of the Credit Parties to the Bank under, in connection with or with respect to the Credit Documents, and any unpaid balance thereof.
“Security Documents” means the Canadian GSA, the U.S. GSA, the FAD Mortgage, the Company Guarantee, the Collateral Agency Agreement, the Hazardous Materials Indemnity, and any and all other agreements or instruments now or hereafter executed and delivered by any Credit Party as security (including by way of guarantee) for the payment or performance of all or part of the Secured Liabilities, as any of the foregoing may have been, or may hereafter be, amended, modified or supplemented.
"SEDAR+" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.
“subsidiary” means, with respect to any Person (the “parent”) at any date, any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“Subsidiary” means any subsidiary of the Parent.
“Supported QFC” has the meaning set out in Section 7.17.
“Taxes” means all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or

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similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and workers’ compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.
“Transactions” means the execution, delivery and performance by the Credit Parties of the Credit Documents.
“Undrawn Commitment Amount” means, at any time, the undrawn amount of all funding commitments provided by holders of Permitted Indebtedness (other than another Credit Party) to the Parent as at such time; provided that, at such time all the conditions to the availability thereof have been satisfied, subject only to the delivery of a drawdown or borrowing request.
“U.S. Dollars” and “U.S.$” refer to lawful money of the United States of America.
“U.S. Environmental Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Materials, relating to liability for or costs of other actual or threatened danger to human health or the environment, including, but not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Sections 1251 et seq.), the Clean Air Act, as amended (42 U.S.C. Sections 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601-2629), the Clean Water Act, as amended (33 U.S.C. Sections 1251, 1307 and 1321) and all regulations promulgated under the foregoing; and any other federal, state or local laws, statutes, rules, ordinances, or regulations now or hereafter in effect, that deal with or otherwise in any manner relate to environmental matters of any kind, and also includes the National Environmental Policy Act and the River and Harbors Appropriation Act. U.S. Environmental Laws also include, but are not limited to, any present and future federal, state and local laws, statutes ordinances, rules, regulations and the like, as well as common law: conditioning transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of any property of the Credit Parties; and requiring notification or disclosure of Releases of Hazardous Materials or other environmental condition of any property of any Credit Party to any Governmental Authority or other person or entity, whether or not in connection with transfer of title to or interest in any such property.
“U.S. GAAP” means, with respect to any Person, generally accepted accounting principles in the Untied States as in effect from time to time with respect to such Person.
“U.S. GSA” means the New York law general security agreement dated as of the date hereof from each U.S. Guarantor in favour of the Bank constituting a first-priority Lien (subject to Permitted Liens) over all present and future personal property of such Credit Parties other than Excluded Property.
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“U.S. Guarantors” means Golden Hill Mining Holdings Inc. and Golden Hill Mining LLC.
“U.S. Special Resolution Regimes” has the meaning set out in Section 7.17.
“Wholly-Owned Subsidiary” of a Person means any subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the equity or 100% of the ordinary voting power or 100% of the general partnership or membership interests are, at the time any determination is being made, owned, controlled or held by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person.
“WURA” means Winding-up and Restructuring Act (Canada).
1.2Terms Generally.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “or” is disjunctive; the word “and” is conjunctive. The words “to the knowledge of” means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by such Person (or, in the case or a Person other than a natural Person, known by the Responsible Officer of such Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by such Person (or, in the case of a Person other than a natural Person, would have been known by such Responsible Officer of such Person). For the purposes of determining compliance with or measuring status under any cap, threshold or basket hereunder denominated in Canadian Dollars, reference shall be had to the Equivalent Amount of any portion of the underlying component that is not denominated in Canadian Dollars. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or replaced (subject to any restrictions on such modifications set out herein), (b) any reference herein to any law, rule or regulation or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such law, rule or regulation or section as amended, restated or re-enacted from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
1.3Time.
All time references herein shall, unless otherwise specified, be references to local time in Toronto, Ontario. Time is of the essence of this Agreement and the other Credit Documents.
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Article 2
PREPAYMENTS.
2.1Mandatory Prepayments.
(a)In the event of an Asset Disposition by, or Casualty Event with respect to, the Parent or any Credit Party, the Company shall, within two Business Days of such Asset Disposition or Casualty Event, terminate Secured Prepaid Forward Arrangements in an aggregate amount equal to the amount of Net Proceeds therefrom and apply such Net Proceeds thereunder; provided that, this clause (a) shall not apply to (x) any Net Proceeds received by the Parent in connection with any Asset Disposition of, or Casualty Event with respect to, any assets, rights, property that do not constitute FAD Property Collateral; and (y) other than with respect to any Asset Disposition of, or Casualty Event relating to, any FAD Property Collateral, that portion of such Net Proceeds which, when aggregated with the Net Proceeds from any other Asset Disposition made or Casualty Event experienced in the same Fiscal Year in respect of which payment has not been made pursuant to this clause (a), is less than U.S.$ [Redacted – commercially sensitive information].
(b)The Company shall, within two Business Days of:
(i)any sale or issuance of any Equity Securities by the Parent or the Company;
(ii)the issuance or incurrence of any Indebtedness by the Parent or the Company;
(iii)the grant of any royalty, or the entry into of any Prepaid Forward Arrangement (other than a Secured Prepaid Forward Arrangement), by the Parent or a Credit Party,
(iv)terminate Secured Prepaid Forward Arrangements in an aggregate amount equal to the amount of Net Proceeds therefrom and apply such proceeds thereunder.
(c)The Company shall provide to the Bank immediate written notice of event described in (a) or (b) above; provided that any failure to do so shall not relieve the Company of its obligations pursuant to this Section 2.1.
(d)
(i)The Company covenants and agrees to obtain from the Parent, by way of a purchase or other acquisition by the Parent of Equity Securities of the Company or by making a capital contribution to the Company: (A) all Net Proceeds that are received by the Parent and which are required to be applied by the Company upon the termination of Secured Prepaid Forward Arrangements pursuant to this Section 2.1 so as to permit the Company to make all payments required by this Section 2.1 within the timeframes set forth herein; and (B) such other amounts as may be necessary for the Company to make all other payments to the Bank from time to time required pursuant to the terms of the Secured Prepaid Forward Arrangements.
(ii)The Company represents and warrants that the Parent is not a party to, and the Company covenants and agrees that it shall cause the Parent to not become a party to, any indenture, agreement or other instrument that:
(A)requires that any Net Proceeds received by the Parent, the Company or any other Credit Party from any event described in clauses (a) or (b) of this Section 2.1 be applied in repayment of any obligations, liabilities or indebtedness outstanding under any such indenture, agreement or other

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instrument, other than Net Proceeds received by the Parent in connection with any Asset Disposition of, or Casualty Event with respect to, any assets, rights, property that do not constitute FAD Property Collateral; or
(B)prohibits or otherwise restricts the Parent from making the investments in the Company required pursuant to Section 2.1(d)(i), other than those prohibitions and restrictions contained in indentures, agreements or other instruments in respect of which (I) the Company has delivered to the Bank, on or prior to the Closing Date, a consent from each counterparty to such indentures, agreements or other instruments consenting to the Parent making such investments in the Company required pursuant to Section 2.1(d)(i); or (II) the Parent is able to satisfy the conditions with respect thereto contained in such indentures, agreements or other instruments.
Article 3
REPRESENTATIONS AND WARRANTIES
3.1Representations and Warranties of the Company.
In order to induce the Bank to enter into the Credit Documents, the Company represents and warrants to the Bank that each statement set forth in this Article 3 is true and correct on the date hereof.
(1)Organization; Powers. The Parent and each Credit Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now and formerly conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
(2)Authorization; Enforceability. The Transactions are within the Credit Parties’ corporate powers and have been duly authorized by all necessary corporate and shareholder action, as applicable. This Agreement and the other Credit Documents have been duly executed and delivered by each Credit Party (as applicable) and constitute legal, valid and binding obligations of each Credit Party (as applicable), enforceable in accordance with their terms, subject to applicable Legal Reservations.
(3)Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) will not violate any applicable Law or the charter, by-laws or other organizational documents any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Parent or any Credit Party or their respective assets, or give rise to a right thereunder to require any payment to be made by the Parent or any Credit Party, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Credit Party, except for any Lien arising in favour of the Bank under the Credit Documents.
(4)Financial Condition; No Material Adverse Effect.
(a)All financial statements delivered by the Company to the Bank, including pursuant to Section 4.1(1), present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent as of the applicable dates and for the applicable periods in accordance with GAAP or U.S. GAAP, as applicable, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in Section 4.1(1)(b). Other than as disclosed in the most recent audited financial statements of the Parent delivered to the Bank, there are no off-balance sheet transactions arrangements, obligations (including contingent obligations) or other relationships of the Parent or any Credit Party with unconsolidated entities or other

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Persons that may have a material current or future effect on the financial condition, changes in financial condition, results of operations, earnings, cash flow, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Parent or any Credit Party.
(b)Since December 31, 2024, no Material Adverse Change has occurred.
(5)Compliance with Laws. The Parent and each Credit Party is in compliance with all Laws applicable to it or its property except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. None of the Parent or any Credit Party has violated or failed to obtain any Authorization necessary to the ownership of any of its property or assets or the conduct of its business, which violation or failure could reasonably be expected to have (in the event that such a violation or failure were asserted by any Person through appropriate action) a Material Adverse Effect.
(6)Compliance with Agreements. None of the Parent or any Credit Party is in default, nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a default (in any respect that would have a Material Adverse Effect), under (a) any loan or credit agreement, indenture, mortgage, deed of trust, security agreement or other instrument or agreement evidencing or pertaining to any Material Indebtedness of the Parent or any Credit Party, or (b) under any other agreement or instrument to which the Parent or a Credit Party is a party or by which the Parent or any Credit Party is bound.
(7)No Default. No Default has occurred and is continuing.
(8)Clean Title; Liens. The Parent and the Credit Parties have indefeasible fee simple registered and beneficial title to their respective owned real properties, and with respect to leased real properties, indefeasible title to the leasehold estate with respect thereto, pursuant to valid and enforceable leases, in each case free and clear of all Liens except Permitted Liens. All personal property in which the Parent or any Credit Party has any right, title or interest is free and clear of all Liens except Permitted Liens.
(9)Insurance. The Credit Parties maintain insurance policies and coverage in compliance with Section 4.1(6). Such insurance coverage (a) is sufficient for compliance with all requirements of applicable Law and of all agreements to which any Credit Party is a party, (b) is provided under valid, outstanding and enforceable policies, (c) provides adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by Persons engaged in the same or a similar business to the assets and operations of the Credit Parties, and (d) will not in any way be affected by, or terminate or lapse by reason of, the Transactions.
(10)Solvency. None of the Parent or any Credit Party is an “insolvent person” within the meaning of the BIA.
(11)Environmental Matters. Except as disclosed to the Bank in Schedule 3.1(11):
(a)Environmental Laws, Etc. Neither any property of the Credit Parties nor the operations conducted thereon violate any applicable order of any court or Governmental Authority or any Environmental Laws or U.S. Environmental Laws, which violation could reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property, and except as otherwise disclosed pursuant to the terms of clause (b) – (e) in this Section 3.1(11), no notice has been received by any Credit Party of any claim with respect to any liability under any Environmental Laws or U.S. Environmental Laws, which liability could reasonably be expected to result in remedial obligations having a Material Adverse Effect.
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(b)Notices, Permits, Etc. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed by the Credit Parties in connection with the operation or use of any and all property of the Credit Parties, including but not limited to past or present treatment, transportation, storage, disposal or Release of Hazardous Materials into the environment, have been duly obtained or filed, except to the extent the failure to obtain or file such notices, permits, licenses or similar authorizations could not reasonably be expected to have a Material Adverse Effect, or which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.
(c)Hazardous Substances Carriers. All Hazardous Materials generated at any and all property of the Credit Parties have been treated, transported, stored and disposed of only in accordance with all Environmental Laws and U.S. Environmental Laws applicable to them, except to the extent the failure to have such Hazardous Materials so transported, treated or disposed of could not reasonably be expected to have a Material Adverse Effect, and only at treatment, storage and disposal facilities maintaining valid permits under applicable Environmental Laws and U.S. Environmental Laws, which carriers and facilities have been and are operating in compliance with such permits, except to the extent the failure to have such Hazardous Materials treated, transported, stored or disposed of at such facilities, or the failure of such carriers or facilities to so operate, could not reasonably be expected to have a Material Adverse Effect or which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.
(d)Hazardous Materials Disposal. The Credit Parties have taken all reasonable steps necessary to determine and have determined that no Hazardous Materials have been disposed of or Released (and there has been no threatened Release) of any Hazardous Materials on or to any property of the Credit Parties other than in compliance with Environmental Laws and applicable U.S. Environmental Laws, except to the extent the disposition or Release of such Hazardous Materials could not reasonably be expected to have a Material Adverse Effect or which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to the relevant property.
(e)No Contingent Liability. The Credit Parties have no material contingent liability in connection with any Release or threatened Release of any Hazardous Materials into the environment except (i) contingent liabilities which could not reasonably be expected to exceed U.S.$ [Redacted – commercially sensitive information] in excess of applicable insurance coverage at any one time and from time to time, and for which adequate reserves for the payment thereof as required by U.S. GAAP have been provided, and (ii) contingent liabilities which could not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Release or threatened Release.
(12)“Know Your Customer” Information. All materials and information provided to the Bank in connection with applicable “know your customer”, AML Legislation and the Patriot Act are true and correct.
(13)Anti-Corruption Laws and Sanctions. Each Group Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Group Party and its directors, officers, employees and Relevant Agents with Anti-Corruption Laws and Sanctions. Each Group Party and, to the knowledge of the Company, its directors, officers, employees and Relevant Agents is in compliance with Anti-Corruption Laws and Sanctions. No Group Party or, to the knowledge of the

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Company, any of its directors, officers or employees or Relevant Agents is a Sanctioned Person or is engaged in any activity that would reasonably be expected to result in such Group Party being designated as a Sanctioned Person. The Transactions will not violate Anti-Corruption Laws or Sanctions.
Article 4
AFFIRMATIVE COVENANTS
4.1Covenants.
From (and including) the Closing Date, the Company covenants and agrees with the Bank as follows (and in each case the parties agree that the making of such documents publicly available on Parent’s SEDAR+ profile satisfies the delivery requirements under this Section):
(1)Financial Statements and Other Information. The Company shall furnish to the Bank:
(a)as soon as available and in any event by April 30, 2025, the audited Consolidated balance sheet and related statements of income, retained earnings and changes in financial position of Parent as of the end of and for the Fiscal Year ending December 31, 2024, setting forth in each case in comparative form the figures for such Fiscal Year, all reported on by independent auditors of recognized national standing (without a qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Parent on a Consolidated basis;
(b)as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the unaudited Consolidated balance sheet and related statements of income, retained earnings and changes in financial position of Parent as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year which includes such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year;
(c)concurrently with the financial statements required pursuant to Sections 4.1(1)(a) and (b), a Compliance Certificate;
(d)promptly after the Company learns of the receipt or occurrence of any of the following, a certificate of the Company, signed by a Responsible Officer of the Company, specifying (i) any event which constitutes a Default or Event of Default that is continuing, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default, (ii) the receipt of any notice from, or the taking of any other action by, the holder of any Material Indebtedness with respect to an actual or alleged default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the relevant Credit Party is taking or proposes to take with respect thereto, (iii) any notice of termination or other proceedings or actions which could reasonably be expected to adversely affect any of the Credit Documents, (iv) the creation, dissolution, merger, amalgamation or acquisition of any Credit Party, (v) any event or condition not previously disclosed to the Bank, which violates any Environmental Laws or U.S. Environmental Laws and which could reasonably be expected to have a Material Adverse Effect, (vi) any material change in accounting or financial reporting practices by the Parent or any Subsidiary, and (vii) any other event, development or condition which could reasonably be expected to have a Material Adverse Effect;
(e)promptly after the occurrence thereof, notice of the institution of or any material adverse development in any action, suit or proceeding or any governmental investigation or any arbitration before any court or arbitrator or any Governmental Authority or official

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against any Credit Party or any material property thereof (including pursuant to any applicable Environmental Laws or U.S. Environmental Laws) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and
(f)promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Credit Party, or compliance with the terms of this Agreement or any other Credit Document, as the Bank may reasonably request;
(2)Existence; Conduct of Business. The Company shall, and shall cause the Parent and each Credit Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence (except to the extent permitted by Section 5.1(3)), and except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, obtain, preserve, renew and keep in full force and effect any and all rights, licenses, permits, privileges and franchises material to the conduct of its business.
(3)Payment of Obligations. The Company shall, and shall cause the Parent and each Credit Party to, pay its material obligations before they are overdue, including material Tax liabilities, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) the Parent, the Company or such Credit Party has set aside on its books adequate reserves with respect thereto in accordance with U.S. GAAP.
(4)Compliance with Laws. The Company shall, and shall cause each other Credit Party to, comply with all Laws and orders of any Governmental Authority applicable to it or its property and with all of its material contractual obligations, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company shall, and shall cause each other Group Party and its and their respective directors, officers, employees and Relevant Agents to, comply with all Anti-Corruption Laws and Sanctions. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require any Group Party, or any director, officer, employee, agent or Affiliate of any Group Party that are registered or incorporated under the laws of Canada or a province or territory thereof to commit an act or omission that contravenes the Foreign Extraterritorial Measures Act (Canada).
(5)Further Assurances.
(a)The Company shall, and shall cause each other Credit Party to, upon request from the Bank, cure promptly any defects in the execution and delivery of the Credit Documents, including this Agreement. Upon request from the Bank, the Company shall, at its expense, as promptly as practical, execute and deliver to the Bank, all such other and further documents, agreements and instruments (and cause each other Credit Party to take such action) in compliance with or performance of the covenants and agreements of the Company or any other Credit Party in any of the Credit Documents, including this Agreement, or to further evidence and more fully describe the Collateral, or to correct any omissions in any of the Credit Documents, or more fully to state the security obligations set out herein or in any of the Credit Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Credit Documents, or to make any recordings, to file any notices, or obtain any consents, all as may be necessary or appropriate in connection therewith, in the judgment of the Bank, acting reasonably.
(b)The Company shall, and shall cause each of the other Credit Parties to, perform and satisfy to the satisfaction of the Bank and its counsel each of the requirements (the “Post-Closing Requirements”) listed in Schedule 4.1(5) on or before the date by which such Post-Closing Requirement is to be required to be performed pursuant thereto. For greater certainty, the Company acknowledges and agrees that the Post-Closing Requirements expressly include the obligation of the Company to, and to cause each of the other Credit Parties to, co-operate fully and promptly with the Bank and its counsel with respect to the completion of each of the Post-Closing Requirements and the provision of all information, documents, matters and things as the Bank or its counsel, acting reasonably,

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may deem necessary or advisable (i) to determine what actions must be taken to fulfil each of the Post-Closing Requirements, (ii) to complete and fulfil each of the Post-Closing Requirements, and (iii) to confirm and assess whether all actions necessary to fulfil each of the Post-Closing Requirements have been taken.
(6)Insurance.
(a)The Company shall, and shall cause each other Credit Party to, maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such liabilities, casualties, risks and contingencies and in such types (including flood insurance) and amounts and with deductibles as are customary in the case of Persons engaged in the same or similar businesses and similarly situated and in accordance with any requirement of any Governmental Authority.
(b)The Company shall obtain endorsements to the policies which it is required to maintain pursuant to this Section 4.1(6) pertaining to all physical properties in which the Bank shall have a Lien under the Credit Documents, naming the Bank as an additional insured (with respect to liability insurance only) and a loss payee and containing (i) if generally available from the insurer, provisions that such policies will not be cancelled without 30 days prior written notice having been given by the insurance company to the Bank, and (ii) a standard non contributory “mortgagee”, “lender” or “secured party” clause. The Company will furnish the Bank with insurance broker certificates for the insurance maintained by or on behalf of the Credit Parties on the Closing Date and thereafter promptly following request from the Bank from time to time. In addition, promptly following request from the Bank from time to time, the Company shall furnish the Bank with true copies of the polices for such insurance.
(c)Upon the occurrence and continuance of an Event of Default (and without limiting any other rights of the Bank hereunder or under any other Credit Document), (i) the Bank shall, subject to the rights of any holders of Permitted Liens holding claims senior to the Bank, have the sole right, in the name of the Bank or any applicable Credit Party, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, and (ii) all insurance proceeds in respect of any Collateral shall be paid to the Bank. In such event, the Bank shall apply such insurance proceeds to the obligations of the Company in accordance with Section 2.1(a).
(7)Operation and Maintenance of Property. The Company shall, and shall cause each other Credit Party to, manage and operate its business or cause its business to be managed and operated (a) in accordance with prudent industry practice in all material respects and in compliance in all material respects with the terms and provisions of all applicable licenses, leases, contracts and agreements, and (b) in compliance with all applicable Laws of the jurisdiction in which such businesses are carried on, and all applicable Laws of every other Governmental Authority from time to time constituted to regulate the ownership, management and operation of such businesses, except where a failure to so manage and operate would not have a Material Adverse Effect. The Company shall, and shall cause each other Credit Party to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(8)Financial Covenants.
(a)Adjusted Tangible Net Worth. The Company shall cause the Parent to maintain at all times Adjusted Tangible Net Worth at a level not less than U.S.$[Redacted – commercially sensitive information].

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(b)Liquidity. The Company shall, and shall cause the Parent to, maintain at all times Liquidity of not less than U.S.$[Redacted – commercially sensitive information].
Article 5
NEGATIVE COVENANTS
5.1Negative Covenants.
From (and including) the Closing Date, the Company covenants and agrees with the Bank as follows:
(1)Indebtedness. The Company shall not, and shall not permit the Parent or any Credit Party to, create, incur, assume or permit to exist any Indebtedness other than Permitted Indebtedness.
(2)Liens. The Company shall not, and shall not permit the Parent or any Credit Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by the Parent, the Company or any other Credit Party, except Permitted Liens.
(3)Corporate Changes. The Company shall not, and shall not permit the Parent or any Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or liquidate or dissolve, except in each case if such amalgamation, merger or consolidation is with another Credit Party.
(4)Permitted Business. The Company shall not, and shall not permit the Parent or any Credit Party to, engage to any material extent in any material business other than the Business.
(5)Asset Dispositions. The Company shall not, and shall not permit the Parent or any Credit Party to, make any Asset Disposition except when no Default or Event of Default has occurred and is existing and where the Net Proceeds therefrom are dealt with in accordance with Section 2.1(a).
(6)Hedge Arrangements. The Company shall not, and shall not permit the Parent or any other Credit Party to, enter into any Hedge Arrangement, except:
(a)Hedge Arrangements entered into in order to hedge or mitigate risks to which any Credit Party has actual exposure (other than those in respect of Equity Securities); or
(b)Hedge Arrangements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; or
(c)Prepaid Forward Arrangements.
(7)Restricted Payments. The Company shall not, and shall not permit the Parent or any Credit Party to, declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that, so long as no Default or Event of Default is continuing or would be caused thereby: (a) a Credit Party may make a Restricted Payment to another Credit Party; and (b) the Company may make the Closing Proceeds Distribution.
(8)No Amendments to Constating Documents, etc. The Company shall not, and shall not permit any other Credit Party to, amend, its constating documents, by-laws, partnership agreement or operating agreement, as applicable, in a manner that would adversely affect the Bank or such Credit Party’s duty or ability to repay the Secured Liabilities.
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(9)Use of Proceeds. The Company shall not use, and shall procure that each other Group Party and its and their respective directors, officers, employees and Relevant Agents shall not use, the proceeds of any Credit Document:
(a)in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws;
(b)for the purpose of funding, financing or facilitating any prohibited activities, business or transaction of or with any Sanctioned Person; or
(c)in any other manner that would result in the violation of any Sanctions.
Article 6
EVENTS OF DEFAULT
6.1Events of Default.
If any of the following events (“Events of Default”) shall occur:
(a)the Company shall fail to pay any amount due under any Secured Prepaid Forward Arrangement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b)any Credit Party shall fail to pay any amount due under any Credit Document, other than a Secured Prepaid Forward Arrangement, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise and such failure shall continue unremedied for a period of two Business Days;
(c)any Credit Party shall fail to pay any interest on any amount payable under any Credit Document, when and as the same shall become due and payable and such failure shall continue unremedied for a period of three Business Days;
(d)any representation or warranty made or deemed made by any Credit Party in or in connection with any Credit Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Credit Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed to be made;
(e)the Parent or any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in Section 2.1(d), 4.1(1)(c)(i) (notice of Default or Event of Default), Section 4.1(2) (Existence; Conduct of Business), Section 4.1(8) (Financial Covenants) or in Article 5 (or in any comparable provision of any other Credit Document);
(f)the Parent or any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 6.1(a), (b), (c),(d), or (e)) or any other Credit Document, and such failure shall continue unremedied for a period of 30 days after the earlier of (i) knowledge thereof by the Parent or any Credit Party, or (ii) notice thereof from the Bank to the Company;
(g)the Parent or any Credit Party shall fail to make any payment of any Material Indebtedness when and as the same shall become due and payable, after giving effect to any applicable grace period;
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(h)any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 6.1(h) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness so long as the proceeds of such sale or transfer are sufficient to, and are applied to, reduce such secured Indebtedness to nil;
(i)the Parent or any Credit Party:
(i)admits in writing that it is insolvent or unable to pay its liabilities as they generally become due;
(ii)commits an act of bankruptcy under the BIA, files a voluntary assignment in bankruptcy under the BIA, makes a proposal (or files a notice of its intention to do so) under the BIA or seeks any other relieve in respect of itself under the BIA;
(iii)institutes any proceedings seeking relief in respect of itself under the CCAA;
(iv)institutes any proceeding seeking relief in respect of itself under the WURA
(v)in addition to the forgoing, institutes any other proceeding seeking: (a) to adjudicate itself an insolvent person or a bankrupt; (b) to liquidate, dissolve or wind-up its business or assets, other than a solvent winding-up of a Guarantor into another Credit Party, (c) to compromise, arrange, adjust or declare a moratorium in respect of the payment of, its debts; (d) to stay the rights of creditors generally (or any class of creditors); (e) any other relief in respect of itself under any federal, provincial or foreign applicable Law now or hereafter in effect relating to bankruptcy, winding-up, other than a solvent winding-up of a Guarantor into another Credit Party, insolvency, receivership, restructuring of business, assets or debt, reorganization of business, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, assets or debt or protection of debtors from their creditors (such applicable Law includes any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt); or (f) any other relief which provides for plans or schemes of reorganization, plans or schemes of arrangement, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, or plans or schemes of compromise, in respect of itself, to be submitted or presented to creditors (or any class of creditors);
(vi)applies for the appointment of, or has a receiver (either court or privately appointed), interim receiver, receiver/manager (either court or privately appointed), sequestrator, monitor, conservator, custodian, administrator, trustee, liquidator or other similar official appointed in respect of it, or any substantial part of its property; or
(vii)threatens to do any of the foregoing, or takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Section 6.1(i);
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(j)any petition is filed, application made or other proceeding instituted against or in respect of the Parent or any Credit Party:
(i)seeking to adjudicate it an insolvent person;
(ii)seeking a bankruptcy order against it under the BIA;
(iii)seeking to institute proceedings against it under the CCAA;
(iv)seeking to institute proceedings against it under the WURA;
(v)seeking, in addition to the forgoing: (a) to adjudicate it an insolvent person or a bankrupt; (b) to liquidate, dissolve or wind-up its business or assets; (c) to compromise, arrange, adjust or declare a moratorium in respect of the payment of, its debts; (d) to stay the rights of creditors generally (or any class of creditors); (e) any other relief in respect of it under any federal, provincial or foreign applicable Law now or hereafter in effect relating to bankruptcy, winding-up, other than a solvent winding-up of a Guarantor into another Credit Party, insolvency, receivership, restructuring of business, assets or debt, reorganization of business, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, assets or debt, or protection of debtors from their creditors (such applicable Law includes any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt); or (f) any other relief which provides plans or schemes of reorganization, plans or schemes of arrangement, other than a reorganization or arrangement which does not relate to or involve the compromise, settlement, adjustment or arrangement of debt, or plans or schemes of compromise in respect of it, to be submitted or presented to creditors (or any class of creditors); or
(vi)seeking the issuance of an order for the appointment of a receiver, interim receiver, receiver/manager, sequestrator, monitor, conservator, custodian, administrator, trustee, liquidator or other similar official in respect of it or any substantial part of its property,
and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of 45 days after the institution thereof, provided that: (a) if the Parent or the Credit Party fails to contest such petition, application or proceeding the 45 day grace period shall cease to apply; (b) if an order, decree or judgment is issued (whether or not entered or subject to appeal) against the Parent or the Credit Party thereunder within the 45 day period, such grace period will cease to apply, and (c) if the Parent or the Credit Party files an answer or other responding materials admitting the material allegations of a petition, application or other proceeding filed against it, such grace period will cease to apply;
(k)any other event occurs which, under the Laws of any applicable jurisdiction, has an effect upon the Parent or a Credit Party equivalent to any of the events referred to in either of Sections 6.1(i) or (j);
(l)one or more judgments for the payment of money in a cumulative amount in excess of U.S.$[Redacted – commercially sensitive information] in the aggregate is rendered against the Parent or any one or more of the Credit Parties and they have not (i) provided for its satisfaction in accordance with its terms within 45 days from the date of entry thereof, or (ii) procured a stay of execution thereof within 45 days from the date of entry

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thereof and within such period, or such longer period during which execution of such judgment has not been stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement or realization proceedings are lawfully commenced in respect thereof in the interim, such grace period shall cease to apply;
(m)any property of the Parent or any Credit Party having a Fair Market Value in excess of U.S.$[Redacted – commercially sensitive information] in the aggregate is seized (including by way of execution, attachment, garnishment, levy or distraint), or any Lien thereon securing Indebtedness in excess of U.S.$[Redacted – commercially sensitive information] is enforced, or such property has become subject to any charging order or equitable execution of a Governmental Authority, or any writ of execution or distress warrant exists in respect of the Parent or any Credit Party or the property of any of them, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property and in any case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged for more than 45 days or such longer period during which entitlement to the use of such property continues by the Parent or such Credit Party, and the Parent or such Credit Party is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed from the use of the Parent or such Credit Party, or is sold, in the interim, such grace period shall cease to apply;
(n)one or more final judgments, not involving the payment of money and not otherwise specified in this Section 6.1(n), has been rendered against any Credit Party, the result of which could reasonably be expected to result in a Material Adverse Effect, so long as the Parent or such Credit Party has not (i) provided for its satisfaction in accordance with its terms within 45 days from the date of entry thereof, or (ii) procured a stay of execution thereof within 45 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment has been stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement or realization proceedings are lawfully commenced in respect thereof in the interim, such grace period shall cease to apply;
(o)this Agreement, any other Credit Document or any material obligation or other material provision hereof or thereof at any time for any reason terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of any Credit Party, is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Credit Party, or any Credit Party denies that it has any or any further liability or obligation hereunder or thereunder or any action or proceeding is commenced to enjoin or restrain the performance or observance by any Credit Party of any material terms hereof or thereof or to question the validity or enforceability hereof or thereof, or at any time it is unlawful or impossible for any Credit Party to perform any of its material obligations hereunder or thereunder;
(p)any Lien purported to be created by any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien in Collateral with a Fair Market Value or book value (whichever is greater) in excess, individually or in the aggregate, of U.S.$[Redacted – commercially sensitive information];
(q)a Material Adverse Change shall occur;
(r)a Change of Control shall occur; or
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(s)then,
(A)     and in every such event other than those described in (B), and at any time thereafter during the continuance of such event or any other such event, the Bank may, by notice to the Company, take either or both of the following actions, at the same or different times: (x) terminate any or all Secured Prepaid Forward Arrangements, and (y) declare all amounts payable under such terminated Secured Prepaid Forward Arrangement to be due and payable in accordance with the terms of such Secured Prepaid Forward Arrangements, and thereupon such amounts so declared to be due and payable (together with accrued interest thereon), and all fees and other obligations of the Company accrued under all Credit Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind except as set out earlier in this paragraph, all of which are hereby waived by the Company, and
(B)     in the case of any event with respect to the Company described in Section 6.1(i), (j) or (k), then all Secured Prepaid Forward Arrangements shall automatically terminate and all amounts due and payable thereunder (together with accrued interest thereon), and all fees and other obligations of the Company accrued under all Credit Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.
Article 7
MISCELLANEOUS
7.1Notices.
(1)Method and Contact Information. Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 7.1(2)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by e-mail in each case to the addressee, as follows:
(a)if to the Company or any other Credit Party:
[Redacted – personal information]
(b)if to the Bank:
[Redacted – personal information]
(2)Electronic Communications. Notices and other communications to the Bank hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Bank; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Bank. The Bank or the Company may, in its discretion, agree to accept notices and other communication to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
(3)Change of Address; When Notice Deemed Given.

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(a)Any party hereto may change its address or e-mail address for notices and other communications hereunder by notice to the other parties hereto in the manner provided in Section 7.1. All notices and other communications given to any Party in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
(b)Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices delivered through Electronic Systems, to the extent provided in paragraph (c) below, shall be effective as provided in said paragraph (c).
(c)Unless the Bank otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received when sent, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
7.2Waivers; Amendments.
(1)Waiver. No failure or delay by the Bank in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Bank hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be permitted by Section 7.2(2), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
(2)Amendments. Neither this Agreement nor any other Security Document (or any provision hereof or thereof) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Bank.
7.3Expenses; Indemnity; Damage Waiver.
(1)Expenses. The Company shall pay (a) all reasonable out-of-pocket expenses incurred by the Bank and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Bank and all applicable Taxes, in connection with the preparation and administration of this Agreement and the other Credit Documents, (b) all reasonable out-of-pocket expenses incurred by the Bank and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Bank and applicable Taxes, in connection with any amendments, modifications or waivers of the provisions hereof or of any of the other Credit Documents, (whether or not the transactions contemplated hereby or thereby shall be consummated), and (c) all out-of-pocket expenses incurred by the Bank, including the fees, charges and disbursements of any counsel for the Bank and all applicable Taxes, in connection with the assessment, enforcement or protection of their rights in connection with this Agreement or any other Credit Document, including its rights under Section 7.3.
(2)Indemnity. The Company shall indemnify the Bank, as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and all reasonable out-of-pocket expenses and all applicable Taxes to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery of the Credit Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder,

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and the consummation of the Transactions or any other transactions thereunder, (b) any Secured Prepaid Forward Arrangement or any actual or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Credit Party, or any Environmental Liability related in any way to a Credit Party, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (e) any other aspect of this Agreement and the other Credit Documents (including any misrepresentation made thereunder), or (f) the enforcement of any Indemnitee’s rights hereunder and any related assessment, investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of such Indemnitee. For the avoidance of doubt, the forgoing indemnity shall not extend to financial losses an Indemnitee may incur as a result of a transaction under a Hedge Arrangement.
(3)Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Credit Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Credit Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Bank is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day immediately preceding the day on which the judgment is given and the date of receipt by the Bank of the amount due, the Company shall, on the date of receipt by the Bank, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Bank on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Bank is the amount then due under this Agreement or such other Credit Document in the Currency Due. If the amount of the Currency Due which the Bank is so able to purchase is less than the amount of the Currency Due originally due to it, the Company shall indemnify and save the Bank harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Credit Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Bank from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Credit Document or under any judgment or order.
(4)Limitation of Liability. The Bank shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of any Credit Party or its Affiliates, and the Company hereby indemnifies and holds the Bank harmless on the terms set out in Section 7.3(2) from any such loss, damage, liability or claim.
(5)Waiver. To the extent permitted by applicable Law, the Company shall not assert, and the Company hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet).
(6)Payment of Expenses and Indemnity. All amounts due under Section 7.3 shall be payable not later than three Business Days after written demand therefor.
7.4Successors and Assigns.
(1)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company shall

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not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Bank. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of the Bank) any legal or equitable right, remedy or claim under or by reason of this Agreement.
7.5Anti-Money Laundering Legislation and the Patriot Act.
(1)The Company acknowledges that, pursuant to AML Legislation and the Patriot Act the Bank may be required to obtain, verify and record information regarding the Company, their directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Parent or the Company, and the transactions contemplated hereby. The Company shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Bank, in order to comply with any applicable AML Legislation or the Patriot Act, whether now or hereafter in existence.
7.6Survival.
All covenants, agreements, representations and warranties made by the Company herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended, and shall continue in full force and effect as long as any amount payable under any Credit Document is outstanding. Section 7.3 shall survive and remain in full force and effect, regardless of the consummation of the Transactions, the repayment of the Secured Liabilities, or the termination of the Credit Documents or any provision thereof.
7.7Execution.
(1)This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed or other electronic form and the parties adopt any signatures received by a receiving fax machine or via e-mail as original signatures of the parties.
(2)Delivery of an executed counterpart of a signature page of this Agreement or any other Credit Document by telecopy, emailed pdf. or any other electronic means that reproduces an image of, or otherwise constitutes, the actual executed signature page shall be effective as delivery of a manually executed counterpart. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement or any other Credit Document and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law; provided that nothing herein shall require the Bank to accept Electronic Signatures in any form or format without its prior written consent.
(3)Each Party agrees that, at any time, the Bank may convert paper records of this Agreement, the other Credit Documents and all other documentation delivered to the Bank hereunder in such capacity (each, a “Paper Record”) into electronic images (each, an “Electronic Image”) as part of the Bank’s normal business practices. Each party hereto agrees that each such Electronic Image shall be

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considered as an authoritative copy of the Paper Record and shall be legally binding on the parties and admissible in any legal, administrative or other proceeding as conclusive evidence of the contents of such document in the same manner as the original Paper Record.
7.8Entire Agreement.
This Agreement (together with the other Credit Documents and any separate letter agreements with respect to fees payable to the Bank), constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement or in such other applicable agreements.
7.9Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
7.10Right of Set Off.
If an Event of Default shall have occurred and be continuing and the amounts then outstanding under the Credit Documents have become due and payable in accordance with the concluding paragraph of Section 6.1, the Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by the Bank to or for the credit or the account of any Credit Party against any of and all of the obligations of the Credit Parties now or hereafter existing under the Credit Documents held by the Bank, irrespective of whether or not the Bank shall have made any demand under any Credit Document and although such obligations may be unmatured and regardless of the currency of the deposit. The rights of the Bank under this Section 7.10 are in addition to other rights and remedies (including other rights of set off) which the Bank may have.
7.11Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province and shall be treated, in all respects, as an Ontario contract.
7.12Attornment.
Each party hereto agrees (a) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court, (b) that it irrevocably waives any right to, and shall not, oppose any such Ontario action or proceeding on any jurisdictional basis, including forum non conveniens, and (c) not to oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from an Ontario court as contemplated by this Section 7.12.
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7.13Service of Process.
Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.1. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.
7.14WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.
7.15No Strict Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provisions of this Agreement.
7.16Paramountcy.
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other Credit Document then, notwithstanding anything contained in such other Credit Document, the provisions contained in this Agreement shall prevail to the extent of such conflict or inconsistency and the provisions of such other Credit Document shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of the other Credit Documents is (a) to add to, and not detract from, the panoply of rights granted to the Bank under this Agreement. If any act or omission of any or all Credit Parties is expressly permitted under this Agreement but is expressly prohibited under any other Credit Document, such act or omission shall be permitted. If any act or omission is expressly prohibited under any other Credit Document, but this Agreement does not expressly permit such act or omission, or if any act is expressly required to be performed under any other Credit Document but this Agreement does not expressly relieve any or all Credit Parties from such performance, such circumstance shall not constitute a conflict or inconsistency between the applicable provisions of such other Credit Document and the provisions of the Credit Agreement.
7.17Acknowledgement Regarding Any Supported QFCs
To the extent that the Credit Documents provide support, through a Guarantee or otherwise, for any Hedge Arrangement, Prepaid Forward Arrangement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the Parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance

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Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of, inter alia, the Province of Ontario. In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States.
7.18LIMITATION OF LIABILITY.
NO CLAIM MAY BE MADE BY ANY CREDIT PARTY, THE BANK OR ANY OTHER PERSON AGAINST ANY INDEMNITEE ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS RESULT OF, ANY CREDIT DOCUMENT, THE TRANSACTIONS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH CREDIT PARTY AND THE BANK HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH CLAIMS, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOUR.
[signatures on the next following pages
Supplementary Terms Agreement – Paycore Minerals Inc.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
PAYCORE MINERALS INC., as Company
By:
Name:
Title:

By:
Name:
Title:




Supplementary Terms Agreement – Paycore Minerals Inc.


NATIONAL BANK OF CANADA, as Bank
By:
Name:
Title:

By:
Name:
Title:




Supplementary Terms Agreement – Paycore Minerals Inc.


EXHIBIT A
[Redacted – commercially sensitive information]
DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> PRESERVELOCATION \* MERGEFORMAT

Exhibit A

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SCHEDULE A TO COMPLIANCE CERTIFICATE

[Redacted – commercially sensitive information]
Supplementary Terms Agreement – Paycore Minerals Inc.


SCHEDULE 1.1(A)
[Redacted – commercially sensitive information]
Schedule 1.1(A) – Page 1


SCHEDULE 3.1(11)
[Redacted – commercially sensitive information]
DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> PRESERVELOCATION \* MERGEFORMAT

Schedule 3.1(11) – Page 1


SCHEDULE 4.1(5)
[Redacted – commercially sensitive information]
Schedule 4.1(5) – Page 1

EX-10.17 22 ex1017i-80goldxemploymenta.htm EX-10.17 Document
Exhibit 10.17
SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made the 12th day of November, 2024 (the "Effective Date").
BETWEEN:
i-80 GOLD CORP.
a company incorporated under the laws of the Province of British Columbia
(hereinafter called "i-80 Gold" or the "Corporation")
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David Savarie
an individual resident in Burlington, in the Province of Ontario
(hereinafter called the "Executive")
WHEREAS i-80 Gold and the Executive (and, collectively, the "Parties") acknowledge the importance of ensuring that the Executive is employed on fair and reasonable terms;
AND WHEREAS the Executive commenced employment on November 12, 2024;
AND WHEREAS the Corporation wishes to formalize these terms pursuant to a formal employment agreement which includes additional consideration including, but not limited to, benefits continuation or a lump sum payment of benefit premiums in lieu of continuation upon termination without cause among other consideration;
AND WHEREAS the Corporation wishes to ensure that the Executive will be committed to the success of the Corporation, and that the Executive will devote their full professional time and energy to the operations of i-80 Gold and, as such, the Corporation is offering employment to the Executive on the terms and conditions set forth in this employment agreement (the “Agreement”);
NOW THEREFORE, in consideration of the Executive's commitment to perform their duties in a professional and competent manner, the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Employment
1.1Employment - i-80 Gold agrees to employ, and the Executive hereby accepts employment with i-80 Gold, on a full-time basis as its Senior Vice President, General Counsel (“SVP, GC”) on the terms set out in this Agreement. In this position, the Executive shall report to the Corporation’s Chief Executive Officer.
1.2Start Date – Your start date will be November 12, 2024.
1.3Responsibilities and Duties - As SVP, GC the Executive shall perform the duties and responsibilities outlined in Schedule "A" to this Agreement, and such other duties and responsibilities as may be assigned to the Executive, which are commensurate with the Executive's role. The Executive agrees that they will act in the best interests of i-80 Gold and that they will faithfully discharge their duties and responsibilities hereunder to the best of their abilities. The Executive will devote their full professional time and attention to the business and affairs of i-80 Gold and, given their senior executive role, the Executive acknowledges that their hours of work will vary from time to time, and may include long days and weekends, and travel, depending on the needs of the business.
The Executive agrees that they shall not undertake any additional business or occupation or become a director, officer, employee or agent of any other Person without obtaining prior written approval from
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i-80 Gold. The Executive hereby represents and warrants that they have disclosed to i-80 Gold any outside employment or consulting work or any other offices or directorships held by them on the Effective Date as outlined in Schedule "B" attached hereto. i-80 Gold hereby approves the Executive's continued involvement in those roles, provided that these external activities will not unduly interfere with the performance of their duties and responsibilities on behalf of i-80 Gold.
1.4Term - The terms of this Agreement shall commence on the Effective Date and shall continue for an indefinite period until this Agreement and the Executive's employment is terminated pursuant to Article 3 hereof or otherwise upon the mutual agreement of the Parties.
2.Compensation and Benefits
2.1Base Salary - The Executive shall receive an annual base salary of US$310,000 (the "Base Salary"), pro-rated for any partial year of employment, and which shall be payable by i-80 Gold in accordance with the Corporation's normal payroll practices as they may be amended from time to time. Salary reviews are to be conducted on a calendar basis with the first being during the month of January 2025 under the Corporation’s current practice. Base Salary increases, if applicable, will be determined based on a combination of individual merit and external market factors. Your Base Salary and all other compensation and payments hereunder will be subject to applicable tax withholdings.
2.2Incentive Bonus - The Executive shall also be entitled to receive an annual short-term incentive payment (“STI") with a target of 80% annual Base Salary based on certain criteria and at the discretion of the Board. The payment of this STI shall be based upon an agreed annual corporate and personal scorecard and will otherwise be subject to the terms of the Corporation’s bonus plan in effect at the time of payment. Any bonus payment is subject to board approval at its sole discretion and may be paid in a range of 0%-80%. All terms and conditions set out in the STI Plan will apply. The Executive acknowledges that: (i) the terms and criterion of the STI Plan may change each calendar or fiscal year at the discretion of the Corporation; (ii) the Executive has no expectation that in any calendar or fiscal year there will be an STI; (iii) the amount of the STI, if any, that the Executive may be awarded may change from year to year; (iv) any STI paid to the Executive does not form part of the Executive's Base Salary, regular compensation or regular wages, unless minimally required otherwise by Ontario's Employment Standards Act, 2000, as may be amended from time to time, including its successor legislation (the "ESA"); and (v) the Executive must be actively employed by the Corporation on the date the STI is paid out in order to receive such bonus, unless minimally required otherwise by the ESA. For greater certainty and except as minimally required otherwise by the ESA, the Executive shall be deemed to be no longer actively employed by the Corporation as of the effective date of termination specified in the written notice of termination from the Corporation or the effective date of resignation specified in the written notice of resignation from the Executive and shall not be deemed to be employed during any period in which the Executive is, or will be, in receipt of compensation or other entitlements in lieu of notice of termination whether under contract, statute, common law or otherwise.
2.3Long-Term Incentive Bonus - Additionally, the Executive shall also be entitled to receive a long-term incentive payment (“LTI”) with a target of 100% annual Base Salary. The LTI will be paid in RSUs with the RSUs typically vesting over 3 years. The Board retains the discretion to issue RSUs on other vesting terms, including cliff vesting, which shall be confirmed to you at the time of grant. The LTI may pay out from 0-100% of Base Salary. The amount of the Executive’s actual LTI may fluctuate and is subject to Board approval at its sole discretion. All terms and conditions set out in i-80 Gold’s Omnibus Share Incentive Plan will apply.
2.4Equity Incentive Awards - The Executive shall be entitled to participate in certain of the Corporation's equity compensation plans (the "Equity Compensation Plans"), including the restricted share unit plan of the Corporation. Annual incentive awards ("Awards") provided under the Equity Compensation Plans, including the restricted share units will be determined at the discretion of the Compensation Committee of the Board and shall be treated in accordance with the applicable Equity Compensation Plan terms and any Award agreement.
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Except as may be otherwise provided for herein, the Executive specifically acknowledges and agrees that in the event that they resign, or their employment is terminated by i-80 Gold for Cause (as defined below in Section 3.2), the Executive shall only be eligible to exercise any Awards that vested on or prior to the effective date of their resignation or termination of employment in accordance with the terms and conditions of the applicable Equity Compensation Plan. Except as may be otherwise provided for herein, the Executive acknowledges that any Awards that remain unvested as of the effective date of their resignation or termination of employment for Cause shall be immediately cancelled and shall not be exercisable by the Executive thereafter. The Executive specifically acknowledges and agrees that they shall not be eligible to receive any compensation whatsoever arising out of the cancellation of: (i) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment (with or without Cause) that the Executive fails to exercise following such resignation or termination in accordance with the terms of the applicable Equity Compensation Plan and the Award agreement; (ii) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment if the Toronto Stock Exchange (or other principal stock exchange on which the shares of the Corporation are then listed) should, for any reason, require the Corporation to cancel or otherwise prevent, or in any way restrict, the exercise of such Awards; and (iii) any Award that is cancelled upon the Executive's resignation or termination of employment for Cause.
2.5Initial Restricted Stock Units (“RSUs”) – The Executive shall be granted 700,000 restricted stock units as of the Executive’s start date (‘Initial RSU Grant”), subject to any deferral of such grant date based on restrictions imposed by the Company’s Insider Trading Policy. The Initial RSU Grant will cliff vest after a 3-year period. In the event of a change of control or a termination without “Cause” (defined below), the vesting of the Initial RSU Grant will be accelerated. The pricing of the RSU grants set out above remain subject to any NYSE or TSX rules and approval. Any equity grants will be subject to the terms and conditions of i-80 Gold’s Omnibus Share Incentive Plan.
2.6Benefits - The Executive shall be eligible to participate in any group benefit plans that are provided by i-80 Gold to its employees in accordance with the terms and conditions of such plans. The Executive acknowledges and agrees that i-80 Gold has the right to amend or discontinue such plans, or to change benefits carriers, from time to time in its sole discretion.
2.7Vacation - The Executive shall be eligible for twenty (20) days of paid vacation in each calendar year. The Executive’s first year of annual vacation will be prorated based on the Executive’s start date. Vacation shall be taken by the Executive in the year in which it is earned, and, unless otherwise approved in writing by i-80 Gold, the Executive may carry over only a maximum of five (5) business days of vacation time into any subsequent year. Any vacation time that is carried over by the Executive must be used within the subsequent calendar year or it will be forfeited by the Executive without payment, subject to any minimum requirements under the ESA.
The Executive shall take their vacation at a time or times reasonable for each of the Parties in the circumstances, taking into account the staffing requirements of the Corporation and the need for timely performance of the Executive's responsibilities.
2.8Expenses - The Executive shall be also reimbursed for reasonable and proper expenses incurred by them in connection with the performance of the Executive's duties and responsibilities hereunder. i-80 Gold shall reimburse the Executive for any business expenses that are actually and properly incurred by them in accordance with the Corporation's normal expense policies and/or practices, as they are amended from time to time, and upon the Executive providing appropriate receipts or other vouchers in support of the claim for reimbursement.
2.9Directors and Officers Liability Insurance - The Executive shall receive coverage under the Corporation's liability insurance policy for directors and officers in accordance with the terms of such policy, as it may be amended by i-80 Gold from time to time.
3.Termination of Employment
3.1Termination by Executive - The Executive may resign their employment at any time upon giving i-80 Gold at least three (3) months of prior written notice of the Executive's resignation. In its sole discretion, i-80 Gold may waive all or part of such notice period in whole or in part by providing the Executive with pay in
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lieu of notice to the intended date of resignation. The Executive agrees that they shall have no entitlement to further compensation except for unpaid Base Salary, vacation earned up to the effective date of their resignation, reimbursement for all eligible expenses that have been incurred by the Executive and remain owing as of the effective date of termination upon the Executive's provision of proper vouchers or receipts, or any other wages or other minimum entitlements under the ESA which are due and owing to the Executive on the effective date of their resignation (the "Accrued Entitlements"). In circumstances where i-80 requires the Executive to provide working notice during the Executive’s resignation notice period, then the Executive shall be entitled to any STI earned by the Executive in the calendar or fiscal year immediately preceding the cessation of employment if any amounts remain outstanding All of the Executive's benefits and any other allowances or perquisites shall immediately cease upon the effective date of the Executive's resignation. Waiver of notice will not constitute termination of the Executive's employment by the Corporation.
3.2Termination for Cause - i-80 Gold and the Executive agree that this Agreement and the employment of the Executive may be terminated by the Corporation, for cause, on the following terms:
3.2.1if the Executive is guilty of cause under the ESA (currently defined as willful misconduct, disobedience or willful neglect of duty that is not trivial and has not been condoned by the Corporation), without notice, pay in lieu of notice, statutory severance pay, or any other compensation or entitlements either by way of anticipated earnings or damages of any kind, except for (A) the Accrued Entitlements; and (B) and any other minimum statutory entitlements owing to the Executive under the ESA; or
3.2.2if the Executive is terminated for any reason that constitutes just cause at common law but does not constitute cause under Section 3.2.1 above, by providing the Executive with only: (A) the Accrued Entitlements; (B) the minimum amount of working notice of termination or payment of the Executive's regular wages in lieu of notice (or a combination in the Corporation's discretion), prescribed by the ESA; (C) statutory severance pay, if any, prescribed by the ESA; (D) the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the Executive by the Corporation immediately before the termination of the Executive's employment until the later of: (1) the effective termination date; and (2) the date the minimum statutory notice period prescribed by employment standards legislation ends; and (E) any other minimum statutory entitlement owing to the Executive under employment standards legislation.
3.3Cessation of Employment upon Death - The Parties agree that the Executive's employment shall cease, and this Agreement shall terminate, automatically upon the Executive's death. In the event that the Executive's employment ceases pursuant to this section, the Executive (or the Executive's estate) shall be eligible to receive (A) their Accrued Entitlements; and (B); any other minimum statutory entitlements that may be owing to the Executive under the ESA, without duplication.
3.4Termination Without Cause – The Corporation may terminate the Executive's employment without cause by providing the Executive with:
3.4.1Base Salary continuation - at the Corporation's discretion, either (collectively, the "Termination Period"):
(a)working notice of a maximum of twelve (12) months (the "Notice Period"), in which case the Executive will continue to perform the Responsibilities and Duties until expiration of the working notice period during which the Executive shall continue to be entitled to all elements of Compensation and Benefits as set out herein;
(b)payment in lieu of such working notice equal to a maximum of twelve (12) months (the "Termination Payment") payable in a lump sum, in which case the Executive's employment with the Corporation will be terminated immediately upon receiving notice from the Corporation; or
(c)a combination of both, at the Corporation's discretion up to a maximum of twelve (12) months;
3.4.2Minimum Severance & Benefits continuation - during any part of the Termination Period in which the Corporation provides the Executive with the Notice Period, then:
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(a)any minimum statutory severance pay as prescribed by the ESA at the end of such Notice Period in order for the Corporation to be compliant with the minimum statutory standards of the ESA; and
(b)the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the Executive by the Corporation as of the date notice of termination is delivered to the Executive for the duration of the Notice Period, to the extent they are available;
3.4.3Entitlements up to date of Termination - during any part of the Termination Period in which the Corporation provides the Executive with a Termination Payment:
(a)the Executive will continue to receive only their then Base Salary accrued and owing up to and including the effective date of termination, to be paid as a salary continuance or as a lump sum payment at the Corporation's sole discretion; and
(b)the benefit plan contributions necessary to maintain the Executive’s participation for the minimum statutory notice period prescribed by the ESA in all benefit plans provided to the Executive by the Corporation immediately before the termination of the Executive’s employment will be continued; and
(i)to the extent permitted by its carriers, i-80 Gold shall also continue to pay its share of any premium contributions to any group benefits for the remainder of Termination Period or Notice Period, as applicable, for which the Executive was eligible as of the date that is immediately prior to the date that notice of termination is provided pursuant to this Agreement; or
(ii)in the event that i-80 Gold is not permitted by its carriers to continue any group benefit for the entire Termination Period (including, for certainty, life insurance and disability coverage, if such coverage is provided to the Executive by i-80 Gold), i-80 Gold shall provide the Executive with a lump sum payment equal to the cost of the benefit premiums (calculated as of the date that is immediately prior to the date of termination) that i-80 Gold would have paid to provide the benefit to the Executive for the remaining part of the Termination Period;
3.4.4STI entitlements – In circumstances of a termination pursuant to Section 3.4.1. (b) above, i-80 Gold shall provide a lump sum payment or, at its sole discretion in circumstances of a termination pursuant to 3.4.1(a) above, may provide either lump sum payments in equal installments that are added to the base salary continuation payments referred to in paragraph 3.4.1 above:
(a)any STI earned by the Executive in the calendar or fiscal year immediately preceding their termination if any such amounts remain outstanding to the Executive; and
(b)an amount that is equal to the average annual STI earned by the Executive over the two-year period immediately prior to the Executive's termination of employment in full and final satisfaction of their eligibility to earn any STI during the Termination Period;
3.4.5Regardless of whether the Executive is entitled to the Notice Period or Termination Payment, or a combination thereof, the Executive will not be entitled to any further claim or any other rights or damages to any bonus or incentive compensation for any period thereafter, whether by way of general or specific damages and whether in contract, statute, common law or otherwise, then as set out above;
3.4.6awards that have been previously granted to the Executive that have not yet vested shall immediately vest and be exercisable by the Executive or redeemed (as applicable) in accordance with the terms and conditions of the applicable Equity Compensation Plan, notwithstanding any term or condition to the contrary that is contained in the applicable Equity Compensation Plan (or in the applicable Award agreement) or in this Agreement;
3.4.7the Accrued Entitlements;
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3.4.8any other minimum statutory entitlements that may be owing to the Executive under the ESA, without duplication; and
3.4.9for greater certainty, except as specifically provided for herein, or as minimally required by the ESA, the Executive shall not be eligible to receive payment or compensation for any other benefits, allowances, perquisites or other remuneration during any part of the Termination Period in which pay in lieu of notice is provided to the Executive by i-80 Gold.
3.5Termination Following a Change of Control - In the event of your termination without cause within 12 months following a Change of Control, or your resignation due to a material diminution in your compensation or duties within 12 months following a Change of Control, you will be entitled to two times your annual Base Salary and two times your average annual STI for the prior two years. . In addition, any granted but unvested awards under the Corporation’s Equity Compensation Plans shall immediately vest and become exercisable in accordance with the terms thereunder.
3.6For the purposes of this Agreement:
3.6.1"Change of Control" is defined as:
(a)any Person or group of Persons acting jointly or in concert within the meaning of the Securities Act (Ontario) (in this paragraph, an "Acquiror"), other than through an offering of securities undertaken with the approval of the Board, acquires control or is deemed to acquire control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and associates (within the meaning of the Business Corporations Act (Ontario)) and affiliates of the Acquiror to cast or to direct the casting of more than 50% of the votes attached to all of the outstanding Voting Securities of the Corporation which may be cast to elect directors of the Corporation (regardless of whether a meeting has been called to elect directors);
(b)the shareholders of the Corporation approve all resolutions required to permit any Person or group of Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) to accomplish the result described in subparagraph (a) above, even if the securities have not yet been issued or transferred to, or acquired by, that Person or group of Persons;
(c)the Corporation shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Corporation shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Corporation and the subsidiaries thereof as at the end of the most recently completed financial year of the Corporation or (B) which during the most recently completed financial year of the Corporation generated, or during the then current financial year of the Corporation are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and the subsidiaries thereof, to any Person or group of Persons (other than one or more subsidiaries of the Corporation), in which case the Change in Control shall be deemed to occur on the date of the transfer of the property of assets representing one dollar more than 50% of the consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;
(d)the shareholders of the Corporation approve all resolutions required to permit any Person or group of Persons to accomplish the result described in subparagraph (c) above, even if the transfer has not been completed;
(e)Incumbent Directors cease to constitute a majority of the Board (which, for the purposes of this paragraph, an "Incumbent Director" shall mean any member of the Board who is a member of the Board immediately prior to the occurrence of a contested election of directors of the Corporation); or
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(f)the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Change of Control has occurred, or that such a Change of Control is imminent, in which case, the date of the Change of Control shall be deemed to be the date of such resolution.
3.6.2"Voting Securities" is defined as the common shares of i-80 Gold and any other shares entitled to vote for the election of directors of the Corporation and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors of the Corporation including any options or rights to purchase any such shares or securities.
3.7Full and Final Satisfaction - The notice of termination and/or payments in lieu of such notice provided to the Executive pursuant to Sections 3.3 or 3.4 or 3.5 above are inclusive of any and all statutory and other obligations that i-80 Gold has to the Executive arising out of the termination of their employment. The Parties understand and agree that the notice and/or payments set out in Sections 3.3 or 3.4 or 3.5 above will be provided in full and final satisfaction of i-80 Gold's obligations to the Executive upon the termination or cessation of their employment, and that in exchange for this notice and/or these payments, the Executive agrees to sign and return a Full and Final Release to i-80 Gold, in favour of i-80 Gold (and its directors, officers, employees and agents) in a form acceptable to i-80 Gold. Further, the Executive acknowledges and agrees that upon receipt of the notice and/or payments set out in Sections 3.3 or 3.4 or 3.5 above, i-80 Gold will have no further or other liability to the Executive whatsoever. If the Executive does not sign and return the Full and Final Release in favour of i-80 Gold, then the Executive will only be entitled to the Executive’s minimum entitlements under the ESA.
3.8Resignation as Director or Officer - In the event that the Executive is a director or an officer of i-80 Gold or any of its subsidiaries or affiliates as at the date that this Agreement and the Executive's employment is terminated for any reason whatsoever, the Executive undertakes to immediately tender their resignation in writing from any position that the Executive holds as a Director or an Officer of i-80 Gold or any of its subsidiaries or affiliates, and that such resignation shall be effective upon the date of the Executive's resignation or termination, or the date that the Executive's employment ceases by reason of death or disability.
3.9Return of i-80 Gold Property and Confidential Information - Upon the termination of the Executive's employment for whatever reason, or otherwise upon the request of i-80 Gold, the Executive agrees to immediately surrender to i-80 Gold any of the Corporation's property in their control or possession, including, without limitation, any access passes, equipment, corporate credit cards, cellular telephone, laptop computer, keys, and any Confidential Information together with any copies or reproductions thereof and, further, the Executive undertakes to delete and destroy any files on any computer system, retrieval system or database that is not in the possession or control of the Corporation that may contain any Confidential Information belonging to i-80 Gold or to any of its subsidiaries or affiliates.
4.Non-Disclosure, Non-Competition and Non-Solicitation
4.1For the purposes of this Agreement:
4.1.1"Competitive Entity" means any Person that is engaged in the mining, exploration or development of precious or base metal mineral resources or projects anywhere in the Restricted Area.
4.1.2"Confidential Information" means any confidential or proprietary information belonging to i-80 Gold or to any of its subsidiaries or affiliates, including, without limitation:
(a)any information concerning any resource property or technical information concerning any resource property in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest;
(b)any operational, scientific or technical information, including production, resource and reserve information, technical drawings and designs, assay results and drilling results;
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(c)any information relating to the operating results, borrowing arrangements or financial information, including cost and performance data, capital structure, and holdings of investors;
(d)any information which is generally regarded as confidential or proprietary by the Corporation or its Board;
(e)any information contained in any of the Corporation's written or oral policies and procedures or employee manuals, and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations; and
(f)any information belonging to suppliers, customers, vendors, subsidiaries or affiliates of the Corporation which the Corporation has agreed to hold in confidence or that is subject to a confidentiality agreement between i-80 Gold and any third party.
For greater clarity, Confidential Information shall not include any information that: (i) is as of the Effective Date or subsequently becomes generally available to the public, other than through a breach of this Agreement, (ii) becomes available to the Executive on a non-confidential basis from a source other than i-80 Gold or its subsidiaries or affiliates, provided that such information is not subject to an existing confidentiality agreement between any third party and i-80 Gold or any of its subsidiaries or affiliates, or (iii) is required to be disclosed by operation of law or by the decision or order of a court or administrative tribunal of competent jurisdiction.
4.1.3"Person" means any individual, firm, corporation, association, limited liability company, unlimited liability company, partnership, or any other legal or business entity.
4.1.4"Restricted Area" means (i) the resource properties in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest in such property as of the date that this Agreement; and (ii) the geographic area contained within one kilometer from the exterior boundaries of any resource property in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest on the date that this Agreement terminates for any reason.
4.2Non-Disclosure of Confidential Information - The Executive agrees that during their employment, the Executive has been, and will continue to be, given access to and entrusted with, Confidential Information. The Executive further agrees that this Confidential Information is the exclusive property of i-80 Gold, and that i-80 Gold has the right to protect and maintain its Confidential Information. Accordingly, the Executive agrees that without the prior written consent of i-80 Gold, at any time during the Executive's employment or following the termination of this Agreement, however caused, they shall not directly or indirectly communicate or disclose to any Person, or use for any purpose other than in furtherance of the i-80 Gold's business, any of the Confidential Information.
4.3Non-Competition - The Executive acknowledges that the Executive's services are unique and extraordinary, and that their key position will give the Executive access to Confidential Information of substantial importance to i-80 Gold. Accordingly, the Executive hereby covenants and agrees that, during the Executive's employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, without the prior written approval of i-80 Gold, either individually or in partnership or jointly or in conjunction with any Person as employee, principal, agent, shareholder (other than as a holder of not more than five percent (5%) of the total stock of any publicly-traded entity) or in any other manner whatsoever, be employed or retained by, be engaged in or connected with in the capacity similar to a role held by the Executive in the twelve (12) months' preceding their termination (however caused and for any reason), have any interest in, or lend their name to, any Competitive Entity that has an ownership or other interest in any property in the Restricted Area or is operating in the Restricted Area.
The Parties agree that nothing in this paragraph shall prevent the Executive from any ongoing involvement with any of the entities listed in Schedule "B" to this Agreement.
4.4Non-Solicitation of Employees and Contractors - The Executive agrees that, during their employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the
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Executive will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person:
4.4.1induce or solicit for employment or association, or assist any Person to induce or solicit any Person who:
(a)is employed or retained by i-80 Gold as an employee;
(b)is engaged or retained by i-80 Gold as a consultant; or
(c)is engaged or retained by i-80 Gold as an independent contractor.
4.5Fiduciary Obligations - The Executive acknowledges that the restrictive covenants contained in this Agreement are in addition to any obligations which the Executive may now or may hereafter owe to i-80 Gold (including any fiduciary or other obligations at common law), and that the obligations contained in this Agreement do not replace any rights of i-80 Gold with respect to any such other common law duties owed to the Corporation by the Executive.
4.6Restrictions Reasonable - The Executive acknowledges that the limitations of time, geography and the definition of Competitive Entity set out in this Agreement are reasonable and necessary to protect the legitimate business interests of i-80 Gold. The Executive agrees that these limitations are not unduly restrictive of them, and will not prevent them from obtaining alternate employment or earning a living. The Executive further agrees that these covenants are necessary to protect the goodwill and other proprietary interests of i-80 Gold and its subsidiaries and affiliates, given that the Executive has had access to and is familiar with the affairs, trade secrets, business plans, and Confidential Information of i-80 Gold and its subsidiaries and affiliates. The Executive specifically agrees to the restrictive covenants contained in Article 4 as a term and condition of their employment with i-80 Gold, and acknowledges that they have received good and adequate consideration for providing the restrictive covenants contained herein.
4.7Injunctive Relief - The Executive acknowledges that their breach or threatened breach of any provision of Article 4 will cause i-80 Gold to suffer irreparable harm that cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that i-80 Gold shall be entitled, in addition to any other relief available to it in law or in equity, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. The Executive covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to i-80 Gold of any other remedy.
4.8Survival - The provisions of Article 4 shall survive the termination of this Agreement and/or the employment of the Executive with i-80 Gold, irrespective of how such termination is caused.
5.Notices
5.1Notices - Any demand, notice or other communication to be made or given in connection with this Agreement shall be made or given by (i) personal delivery, (ii) mailed by registered mail, postage prepaid with return receipt requested, (iii) delivered by overnight or same-day courier service, or (iv) facsimile or email transmission, to the address set forth below or at such other address as designated by notice by either party to the other. Notices delivered personally or by overnight or same-day courier service are deemed to be given and received as of the date of actual receipt. Notices mailed by registered mail are deemed to be given and received five business days after mailing. Notices delivered by facsimile or email transmission are deemed to be given and received on the next business day following the date that the facsimile or email transmission is sent.
To i-80 Gold Corp.:
5190 Neil Road, Suite 460, Reno, Nevada 89502

Attention:    Richard Young, CEO
Telephone:    416-312-1737
Email:        ryoung@i80gold.com
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To the Executive:
David Savarie
3289 Myers Lane
Burlington, ON Canada L7N 1K6
dsaves73@outlook.com    
Any party may change its address for service from time to time by providing written notice to the other party in accordance with this Section 5.1, and any subsequent notice shall be sent to such party at its amended address.
6.General Provisions
6.1Entire Agreement - This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements, understandings, negotiations and discussions between them, whether oral or written, relating to the subject matter hereof. The Executive specifically agrees that this Agreement shall, and is intended to, supersede and replace any existing or previous agreements relating to the Executive's employment or to their post-employment obligations. There are no conditions, warranties, representations or other agreements between the Parties (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.
6.2Other Business Activities – The Executive agrees that they shall not undertake any additional business or occupation or become a director, officer, employee or agent of any other entity without obtaining prior written approval from the Corporate Governance and Nominating Committee of i-80 Gold. The Executive confirms that they do not presently have any existing external roles as a director, officer, employee or consultant that will continue beyond the Executive’s start with i-80 Gold.
6.3Currency – Unless otherwise stated herein, all monetary amounts discussed are in United States Dollars.
6.4Amendment and Waiver - No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived
6.5Statutory Deduction – All amounts payable under this Agreement are subject to applicable statutory deductions and withholdings.
6.6Severability - Each article, Section and paragraph of this Agreement is a separate and distinct covenant and is severable from all other separate and distinct covenants. If any covenant or provision herein contained is determined to be void or unenforceable in whole or in part, it shall be deemed severed from this Agreement and such determination will not impair or affect the validity or enforceability of any other covenant or provision contained in this Agreement. The remaining provisions of this Agreement will be valid, enforceable and remain in full force and effect.
6.7Change in Terms and Conditions – The Executive agrees that the terms of this Agreement shall govern the Executive's employment with the Corporation, regardless of the length of the Executive's employment or any changes to the Executive's terms of employment, and regardless of whether any such change is material or otherwise.
6.8Independent Legal Advice - The Executive acknowledges that they have read and understands the terms of this Agreement. The Executive further acknowledges that they have had a sufficient opportunity to obtain independent legal advice prior to entering into this Agreement.
6.9Assignment - This Agreement may be assigned by i-80 Gold to any third party in connection with any sale, merger, amalgamation or other corporate restructuring or reorganization of i-80 Gold, provided that there is no material change in any of the terms and conditions of the Executive's employment and/or this Agreement. The Executive may not assign this Agreement or any of the Executive's rights and obligations hereunder.
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6.10Governing Law - This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario. The Parties also hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any action, dispute, claim or proceeding arising out of this Agreement.
6.11Headings - The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
6.12Counterparts - i-80 Gold and the Executive agree that this Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original (including any counterpart that is executed by a party and is transmitted to the other party by facsimile or email transmission), and all of which when taken together constitute one and the same instrument.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
SIGNED, SEALED AND DELIVERED in the )
presence of: )
)
)
Witness ) David Savarie
DATED AT Toronto, Ontario, this 5th day of February 2025.
) i-80 GOLD CORP.
)
)
)
) Richard Young
) CEO

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SCHEDULE "A" - DUTIES AND RESPONSIBILITIES
i-80 GOLD CORP

POSITION DESCRIPTION FOR SVP,GENERAL COUNSEL

Reporting to the CEO, the SVP, General Counsel will oversee and direct the legal compliance function of the Corporation and assist in the execution of various strategic initiatives of the Company as determined by the CEO and Board of Directors.
Responsibilities:
General Legal Advice
•Research and analyze the law on complex issues, writing memorandums with respect to same for compliance and in support of achieving corporate objectives
•Identify and advise on potential legal exposures and propose alternative and creative approaches to achieve goals

Capital Markets & Corporate Transactions
•As a member of the senior executive team, assist in the assessment of potential corporate transactions taking into account matters of risk, compliance, disclosure and financing
•Lead in the negotiation and construction of material agreements involving the Company
•Working with the executive team, evaluate and consider optimal financial and corporate structures in support of strategic objectives
•Working with the CFO, COO and CEO as appropriate, act as principal point of contact for key business partners to the Corporation

Legal and Regulatory Compliance

•Provide counsel on legal matters and their impact on company mid- and long-term business plan.
•Provide legal representation, advice, counsel and opinion in all areas of the law affecting the Company.
•Act as the principal point of contact with all regulatory authorities.
•Ensure ongoing preservation of mineral tenure rights and provide advice, direction and oversight on key permits and approvals required by the Company
•Assist in the drafting and maintenance of the Company’s public disclosure
•Arrange and supervise outside attorneys who provide legal advise or representation in areas of special expertise or in litigation.

Corporate Governance
•Manage effective corporate governance processes including the maintenance of policies and procedures, position and committee mandates, Board calendars and Board training agendas.
•Participate in the definition and development of corporate policies, procedures and programs and provide continuing counsel and guidance on legal matters and on legal implications of all matters.
•Monitor and ensure compliance with applicable laws, regulations and governance documents.
•Provide service to the Board of Directors and its committees regarding processes, governance, roles, functions and best practices. Ensure production of minutes and appropriate Board and committee materials.
•As appropriate, make recommendations and presentations to the Board.

Contract Negotiation, Oversight and Administration
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•Prepare and negotiate contractual agreements relating to acquisitions, information technology contracts, employment contracts and other commercial transactions.
•Assure company compliance with existing contractual obligations.

Risk Management and Mitigation
•As a member of the senior executive team, oversee the Company’s enterprise risk management systems to ensure optimal structures and controls in place to eliminate (where possible) or mitigate risks applicable to the business
•Support annual reviews of the ERM and reporting to the Board of Directors regarding such evaluations

Administrative Matters
•Working with the HR group, ensure best in class policies and procedures to drive corporate performance and to reduce risk and exposure where possible

Maintain current knowledge of legal issues of importance to the Company through participation in continuing legal education and membership in appropriate professional association.

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EX-10.18 23 ex1018executiveemploymenta.htm EX-10.18 Document
Exhibit 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN:

PREMIER GOLD MINES USA, INC.
(A subsidiary of i-80 Gold Corp)
a company incorporated under the laws of the State of Delaware
(hereinafter called "Premier USA" or the “Corporation”)

- and -

RYAN SNOW
(hereinafter called the "Executive")

This agreement is effective as of April 08, 2021.

WHEREAS Premier USA and the Executive (and, collectively, the “Parties”) acknowledge the importance of ensuring that the Executive is employed on fair and reasonable terms;
AND WHEREAS Premier USA is a wholly owned subsidiary of i-80 Gold Corp. ("i-80"), a reporting issuer in Canada listed on the Toronto Stock Exchange (the "TSX");
AND WHEREAS the Corporation wishes to ensure that the Executive will be committed to the success of Premier USA and i-80 and that the Executive will devote their full professional time and energy to the operations of the Corporation except as otherwise provided for herein;
AND WHEREAS the Corporation is offering employment to the Executive on the terms and conditions set forth in this employment agreement (the “Agreement”), and the Executive wishes to accept employment with the Corporation on the terms and conditions of this Agreement;
AND WHEREAS it is also acknowledged that as part of their employment with Premier USA, the Executive may also be assigned to perform certain duties and responsibilities on behalf of Premier USA’s subsidiaries, and its parent corporation, i-80; and
NOW THEREFORE, in consideration of the Executive’s commitment to perform their duties in a professional and competent manner, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Employment
1.1Employment – Premier USA agrees to employ, and the Executive hereby accepts employment with Premier USA, on a full-time basis as Chief Financial Officer on the terms set out in this Agreement. In this position the Executive shall report to Premier USA's President.
1.2Responsibilities and Duties –The Executive shall provide such management services as requested by Premier USA and shall perform such duties and responsibilities and exercise such powers as may from time to time be reasonably assigned to the Executive by the Corporation. As Chief Financial Officer, the Executive shall perform those duties and responsibilities set out in Schedule A and which are commensurate with the Executive's role. The Executive agrees that he will act in the best interests of i-80 and the Corporation, and that he will faithfully discharge his duties and responsibilities hereunder to the best of his abilities. The Executive will devote his professional time and attention to the business and affairs of the Corporation and i-80 and given his senior executive role, the Executive acknowledges that his hours of work will vary from time to time, and may include long days and weekends, depending on the needs of the business.
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1.3The Executive agrees that he shall not undertake any additional business or occupation or become a director, officer, employee or agent of any other Person without obtaining prior written approval from Premier USA. The Executive hereby represents and warrants that he has disclosed to Premier USA any outside employment or consulting work or any other offices or directorships held by him on the Effective Date as outlined in Schedule "B" attached hereto. Premier USA hereby approves the Executive's continued involvement in those roles, provided that these external activities will not unduly interfere with the performance of his duties and responsibilities on behalf of Premier USA and Premier.
1.4Term - The terms of this Agreement shall commence effective immediately following the completion of the plan of arrangement (the “Arrangement”) pursuant to which i-80 acquires Premier USA (the “Effective Date”) and shall continue for an indefinite period until this Agreement and the Executive’s employment is terminated pursuant to Article 3 hereof or otherwise upon the mutual agreement of the Parties.
2.Compensation and Benefits
2.1Base Salary - The Executive shall receive an annual base salary of US$265,000 (the "Base Salary"), which shall be payable by Premier USA in accordance with the Corporation’s normal payroll practices as they may be amended from time to time. The payment of the Base Salary shall be subject to applicable statutory deductions and withholdings. The Executive may be eligible for future reviews or adjustments in their Base Salary as may be determined by the Corporation at its sole discretion.
2.2Initial Option Grant - As an inducement to enter into this Agreement, i-80 will, subject to approval of the Toronto Stock Exchange and applicable securities laws, grant to the Executive stock options to purchase 250,000 common shares of i-80 as of the later of the Effective Date of this Agreement and the listing of i-80 on the Toronto Stock Exchange. Subject to the approval of the i-80 board of directors, the options will be granted pursuant to, and shall be subject to the terms and conditions of, the i-80 Omnibus Share Incentive Plan and will vest on the following schedule: (i) 100,000 shares on the first day of trading of the i-80 common shares on the Toronto Stock Exchange, (ii) 100,000 shares on the six month anniversary of the first day of trading of the i-80 common shares on the Toronto Stock Exchange, and (iii) 50,000 shares on the twelve month anniversary of the first day of trading of the i-80 common shares on the Toronto Stock Exchange. The exercise price for these options shall be equal to the offering price of the i-80 common shares in the private placement financing to be completed concurrently with the Arrangement. The initial option grant is not considered to part of Executive’s Base Salary.
2.3Incentive Bonus - The Executive shall also be eligible to receive an annual incentive bonus (the “Incentive Bonus”) based on certain criteria and at the discretion of the Board of Directors of Premier USA. The payment of this Incentive Bonus shall be conditional upon the overall operational and financial performance of Premier USA and i-80, and upon the Executive’s achievement of certain personal performance criteria and milestones to be agreed annually between the Executive and the Corporation. The Executive acknowledges that: (i) the terms and criterion of the Incentive Bonus may change each calendar or fiscal year at the discretion of the Corporation; (ii) the Executive has no expectation that in any calendar or fiscal year there will be an Incentive Bonus; (iii) the amount of the Incentive Bonus, if any, that the Executive may be awarded may change from year to year; (iv) any Incentive Bonus paid to the Executive does not form part of the Executive's Base Salary, regular compensation or regular wages, and (v) the Executive must be actively employed by the Corporation on the date an Incentive Bonus is paid out in order to receive such bonus. If Premier USA terminates Executive’s employment for any reason other than for Cause (as defined in Section 3.2) or death or disability (as defined in Section 3.3), the Incentive Bonus shall be paid out on a pro-rata basis at target in accordance with Section 3.4 or 3.6 of the Agreement, as applicable.
2.4Long-Term Incentive Bonus - Executive may be eligible to receive long-term incentive compensation, as determined by the Corporation in its sole discretion and pursuant to the Corporation’s plans in effect from time to time.
2.5Equity Incentive Awards - The Executive shall be entitled to participate in i-80's equity compensation plans (the "Equity Compensation Plans"), including the i-80 Omnibus Share Incentive Plan. Annual incentive awards ("Awards") provided under the Equity Compensation


        Page 3.

Plans, including the grant of stock options, restricted share units and performance share units will be determined at the discretion of the Compensation Committee of the board of directors of i-80 and shall be treated in accordance with the applicable Equity Compensation Plan terms and the Award agreement.

Except as may be otherwise provided for herein, the Executive specifically acknowledges and agrees that in the event that he resigns, or his employment is terminated by Premier USA for Cause (as defined below in Section 3.2), the Executive shall only be eligible to exercise any Awards that vested on or prior to the effective date of his resignation or termination of employment in accordance with the terms and conditions of the applicable Equity Compensation Plan. Except as may be otherwise provided for herein, the Executive acknowledges that any Awards that remain unvested as of the effective date of his resignation or termination of employment for Cause shall be immediately cancelled and shall not be exercisable by the Executive thereafter. The Executive specifically acknowledges and agrees that he shall not be eligible to receive any compensation whatsoever arising out of the cancellation of: (i) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment (with or without Cause) that the Executive fails to exercise following such resignation or termination in accordance with the terms of the applicable Equity Compensation Plan and the Award agreement; (ii) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment if the Toronto Stock Exchange (or other principal stock exchange on which the shares of i-80 are then listed) should, for any reason, require i-80 to cancel or otherwise prevent, or in any way restrict, the exercise of such Awards; and (iii) any Award that is cancelled upon the Executive's resignation or termination of employment for Cause.
2.6Benefits - The Executive shall be eligible to participate in any group benefit plans that are provided by Premier USA to its employees in accordance with the terms and conditions of such plans. The Executive acknowledges and agrees that Premier USA has the right to amend or discontinue such plans, or to change benefits carriers, from time to time in its sole discretion and nothing herein shall require the adoption or maintenance of any such plan. The Executive acknowledges that they may be responsible for the costs of a portion of this plan.
2.7Vacation - The Executive shall be eligible for four (4) weeks of paid vacation in each calendar year, which amount shall be prorated for any partial calendar year worked. Vacation shall be taken by the Executive in the year in which it is earned, and, unless otherwise approved in writing by Premier USA, the Executive may carry over only a maximum of ten (10) business days of vacation time into any subsequent year. Any vacation time that is carried over by the Executive must be used within the subsequent calendar year or it will be forfeited by the Executive, subject to any requirements under applicable law.
The Executive shall take their vacation at a time or times reasonable for each of the Parties in the circumstances, taking into account the staffing requirements of Premier USA and the need for timely performance of the Executive’s responsibilities.
2.8Expenses - The Executive shall be reimbursed for reasonable and proper expenses incurred by them in connection with the performance of the Executive’s duties and responsibilities hereunder. Premier USA shall reimburse the Executive for any business expenses that are actually and properly incurred by them in accordance with the Corporation’s normal expense policies and/or practices, as they are amended from time to time, and upon the Executive providing appropriate receipts or other vouchers in support of the claim for reimbursement.
2.9Directors and Officers Liability Insurance - The Executive shall receive coverage under the Corporation’s and i-80’s liability insurance policy for directors and officers in accordance with the terms of such policy, as it may be amended by the Corporation or i-80 from time to time.
3.Termination of Employment
3.1Termination by Executive - The Executive may resign their employment for any reason provided that the Executive gives Premier USA at least three (3) months notice in writing. Premier USA may, at its option, accelerate such termination date to any date at least two weeks after the


        Page 4.

Executive provides written notice of termination to the Corporation. The Corporation may also, at its option, relieve the Executive of all duties and authority after notice of termination has been provided. Upon resignation, the Executive shall have no entitlement to further compensation except for unpaid Base Salary and vacation earned to the effective date of resignation, or any other compensation which is due and owing to the Executive on the effective date of resignation or termination pursuant to this paragraph, unless the Corporation accelerates termination or relieves Executive of all duties, in which case payment shall be paid through the notice period. All of the Executive's benefits and any other allowances or perquisites shall immediately cease upon the effective date of the Executive's resignation, unless otherwise provided pursuant to the terms of such benefit plans or pursuant to rights under COBRA, 29 U.S.C. 1161 et seq.
3.2Termination for Cause – Premier USA may immediately terminate the Executive's employment at any time for Cause without notice except for unpaid Base Salary and vacation earned to the effective date of termination, or any other compensation which is due and owing to the Executive on the effective date of termination. All of the Executive's benefits and any other allowances or perquisites shall cease immediately upon termination of the Executive's employment for Cause. For the purposes of this Agreement, Cause includes, without limitation:
3.2.1the neglect or wilful failure by the Executive to substantially perform their duties (except by reason of any bona fide disability);
3.2.2the Executive’s gross negligence or incompetence in the performance of their duties and responsibilities;
3.2.3the Executive's misconduct involving the property, business or affairs of Premier or Premier USA;
3.2.4theft, fraud or dishonesty by the Executive;
3.2.5the Executive’s conviction of a felony offense;
3.2.6the Executive’s failure to disclose any material facts concerning their business interests outside of their employment with the Corporation, or any other conflict of interest involving the Executive;
3.2.7the Executive's material breach of this Agreement, or of any fiduciary obligation owing by the Executive to the Corporation;
3.2.8any material failure by the Executive to comply with any applicable law or regulation, or any lawful and reasonable resolution of the Board of Directors of i-80 or Premier USA (or a committee thereof), or the shareholders of i-80 or Premier USA; or
3.2.9any other conduct by the Executive that would be determined by a court of competent jurisdiction to constitute cause from time to time.
3.3Cessation of Employment upon Death or Disability – The Parties agree that the Executive’s employment shall cease, and this Agreement shall terminate, automatically upon the Executive’s death or, at Premier USA’s discretion, upon the Executive’s Disability. In the event that the Executive’s employment ceases pursuant to this Section 3.3, the Executive (or the Executive’s estate) shall be eligible to receive any unpaid Base Salary and vacation earned to the date that their employment ceases, as well as any other compensation which is due and owing to the Executive on the date that their employment ceases. Further, the Executive will have no right to any unvested benefit or any other compensation or payment after the last day of the month in which the Executive’s death or Disability occurred. For the purposes of this Agreement, “Disability” means the incapacity or inability of the Executive, whether due to an accident, sickness or otherwise, as determined by a medical doctor acceptable to Premier USA and confirmed in writing by such doctor, to perform the essential functions of the Executive’s position for a period of more than 180 days, whether or not consecutive, in any period of twelve (12) months.
3.4Termination Following a Change of Control - In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within the twelve (12) month period


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immediately following the Change of Control, Premier USA will pay in a lump sum, as severance pay:
3.4.1The Executive shall be paid an amount equal to twenty-four (24) months of Executive’s Base Salary at the rate in effect on the termination date in addition to the Incentive Bonus in accordance with Section 2.3, less applicable taxes and withholdings;
3.4.2Any Awards pursuant to an Equity Compensation Plan that have been previously granted to the Executive that have not yet vested shall immediately vest and, if applicable be exercisable, by the Executive in accordance with the terms and conditions of the Plan. The Parties agree that the Executive shall have the benefit of this accelerated vesting provision, notwithstanding any term or condition to the contrary that is contained in the Plan (or in the applicable grant of options) or in this Agreement;
3.4.3Premier USA will pay the Executive an amount equal to the monthly employee cost of family coverage under the Corporations then current plan (calculated as of the date that is immediately prior to the date of termination) times 24, less applicable withholding and other statutory obligations. In addition, Premier USA will pay the Executive the amount, less applicable withholding and other statutory obligations, which amount is intended to reflect a reasonable estimate of the premiums the Executive would have paid for life and disability benefits for the twenty-four (24) month period following the Executive's termination of employment had such termination not occurred. Payments pursuant to this paragraph will be paid in all cases on or before March 15th of the year following the year in which the Executive's termination of employment occurs, unless the Executive has failed to timely execute a Release as described in Section 3.6.2, in which case the Executive shall forfeit any right to such amount; and
3.4.4All payments under Section 3.4 shall be made in accordance with and subject to the provisions of Section 3.6.2.
3.5For the purposes of this Agreement:
3.5.1"Change of Control" is defined as:
(a)any Person or group of Persons acting jointly or in concert within the meaning of the Securities Act (Ontario) (in this paragraph, an "Acquiror"), other than through an offering of securities undertaken with the approval of the Board of i-80, acquires control or is deemed to acquire control (including, without limitation, the right to vote or direct the voting) of Voting Securities of i-80 which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and associates (within the meaning of the Business Corporations Act (Ontario)) and affiliates of the Acquiror to cast or to direct the casting of more than 50% of the votes attached to all of the outstanding Voting Securities of i-80 which may be cast to elect directors of i-80 (regardless of whether a meeting has been called to elect directors);
(b)the shareholders of i-80 approve all resolutions required to permit any Person or group of Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) to accomplish the result described in subparagraph (a) above, even if the securities have not yet been issued or transferred to, or acquired by, that Person or group of Persons;
(c)i-80 shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of i-80 shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of i-80 and the subsidiaries thereof as at the end of the most recently completed financial year of i-80 or (B) which during the most recently completed financial year of i-80 generated, or during the then current financial year of i-80 are expected to generate, more than 50% of the consolidated operating income or cash flow of i-80 and the subsidiaries thereof, to any Person or group of Persons (other than one or more subsidiaries of i-80), in which case the Change in Control shall be deemed to occur on the date of the transfer of the property of assets representing one dollar more than 50% of the consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;


        Page 6.

(d)the shareholders of i-80 approve all resolutions required to permit any Person or group of Persons to accomplish the result described in subparagraph (c) above, even if the transfer has not been completed;
(e)Incumbent Directors cease to constitute a majority of the Board (which, for the purposes of this paragraph, an "Incumbent Director" shall mean any member of the Board who is a member of the Board immediately prior to the occurrence of a contested election of directors of i-80); or
(f)the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Change of Control has occurred, or that such a Change of Control is imminent, in which case, the date of the Change of Control shall be deemed to be the date of such resolution.
3.5.2"Change Affecting the Executive's Employment" is defined as:
(a)without Executive’s written consent, any material change in the employment conditions of the Executive that would materially adversely affect the nature and status of the Executive's duties and responsibilities, including, without limitation, any change in title, position or reporting relationship;
(b)without Executive’s written consent, a material reduction in the Executive's Base Salary in effect at the time of the Change of Control;
(c)a material breach of this Agreement; or
(d)any material change to the terms and conditions of the Executive's employment that is ultimately determined by a court of competent jurisdiction to constitute constructive dismissal.
(e)Notwithstanding the above, the occurrence of any of the events described above will not constitute Change Affecting the Executive's Employment unless Executive gives the Corporation written notice within 30 days of such event that such event constitutes Change Affecting the Executive's Employment, the Corporation thereafter fails to cure the event within 30 days after receipt of such notice and Executive terminates his employment hereunder within 20 days following such 30-day cure period.
3.5.3"Involuntary Termination" is defined as:
(a)the termination by the Corporation of the Executive's employment for any reason (other than the cessation of employment caused by the Executive's death or disability, or the Executive's termination of employment for Cause) at any time during the twelve (12) month period following a Change of Control;
(b)the resignation by the Executive of his employment within a ninety (90) day period immediately following any Change Affecting the Executive's Employment that occurs within the twelve (12) month period following a Change of Control; or


        Page 7.

3.5.4"Voting Securities" is defined as the common shares of i-80 and any other shares entitled to vote for the election of directors of i-80 and shall include any security, whether or not issued by i-80, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors of i-80 including any options or rights to purchase any such shares or securities.
3.6Termination Without Cause – The Parties agree that the Executive shall be employed by Premier USA on an “at will” basis. There shall be no fixed date for termination of this Agreement, and the Executive’s employment shall continue until this Agreement is terminated pursuant to Article 3 hereof or otherwise upon the mutual agreement of the Parties. This is an “at will” employment relationship and, as such, no cause is required by either Premier USA or the Executive for termination of employment.
3.6.1Premier USA may terminate Executive’s employment under this Agreement without advance notice, however, Premier USA will make a reasonable effort to provide Executive with three (3) months’ advance notice. If Premier USA terminates Executive’s employment for any reason other than for Cause (as defined in Section 3.2) or death or disability (as defined in Section 5.3), Premier USA will pay in a lump sum, as severance pay, an amount equal to twelve (12) months of Executive’s Base Salary at the rate in effect on the termination date in addition to the Incentive Bonus in accordance with Section 2.3, less applicable taxes and withholdings.
3.6.2Such payment will be made on the 2nd regularly scheduled pay date following the end of the Revocation Period (as defined below), but in no instance later than March 15 of the year following the year of such termination. Executive shall only be entitled to such severance pay if Executive signs (and then Executive does not rescind, as may be permitted by law) a general release of claims in favor of Premier USA in a form acceptable to Premier USA within the time period specified in the release, provided, however, that such release of claims shall only require Executive to release Premier USA from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested Executive benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of the Company within the time frame specified therein. The Company will provide the release to the Executive within ten (10) days following the date of the Executive’s termination of employment, and in all cases no later than a date such that the last day of any revocation period (the “Revocation Period”) described in the release will occur on or before February 28th of the year following the year in which the Executive’s termination of employment occurs. If the Executive fails to execute the release within the time period specified therein, or revokes a previously executed release within the revocation period specified therein, the Executive will forfeit any right to payments under this Section. Upon termination, Executive will have no rights to any unvested benefits or any other unearned compensation or payments except as stated in this paragraph.
3.6.3Premier USA will pay the Executive an amount equal to the monthly employee cost of family coverage under the Corporations then current plan (calculated as of the date that is immediately prior to the date of termination) times 12, less applicable withholding and other statutory obligations. In addition, Premier USA will pay the Executive the amount, less applicable withholding and other statutory obligations, which amount is intended to reflect a reasonable estimate of the premiums the Executive would have paid for life and disability benefits for the twelve (12) month period following the Executive's termination of employment had such termination not occurred. Payments pursuant to this paragraph will be paid in all cases on or before March 15th of the year following the year in which the Executive's termination of employment occurs, unless the Executive has failed to timely execute a Release as described in Section 3.6.2, in which case the Executive shall forfeit any right to such amount.
3.7Full and Final Satisfaction - The benefits and payments provided to the Executive pursuant to Section 3.3 above are inclusive of any and all statutory and other obligations that Premier USA has to the Executive arising out of the termination of their employment. The Parties understand and agree that the payments set out in Section 3.3 above will be provided in full and final satisfaction of Premier USA’s obligations to the Executive upon the termination or cessation of their employment.


        Page 8.

3.8Section 280G Matters. In the event that any payment, accelerated vesting or other benefit payable to Executive under this Agreement together with any other benefits received by Executive under any other Agreement would constitute “parachute payments” within the meaning of Section 280G of the Code (“Parachute Payments”), Executive will be entitled to receive either (i) the full amount of the Parachute Payments, or (ii) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to the excise tax imposed by Section 4999 of the Code, whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local taxes and the excise tax under Section 4999 of the Code, results in the receipt by Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. The repayment and/or reduction of payments or benefits which would be Parachute Payments (each a “Payment”) contemplated by the preceding sentence shall be implemented by determining the Parachute Payment Ratio (as defined below) for each Payment and then reducing the Payments in order beginning with the Payments with the highest Parachute Payment Ratio. For Payments with the same Parachute Payment Ratio, such Payments shall be reduced based on the time of payment of such Payments, with amounts having later payment dates being reduced first. For Payments with the same Parachute Payment Ratio and the same time of payment, such Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Payments with a lower Parachute Payment Ratio. Any such repayment or reduction will in all events comply with 409A. For purposes of the foregoing, “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable Payment for purposes of Section 280G of the Code and the denominator of which is the intrinsic value of such Payment.
3.9Resignation as Director or Officer - In the event that the Executive is a director or an officer of i-80 or any of its subsidiaries or affiliates as at the date that this Agreement and the Executive's employment is terminated for any reason whatsoever, the Executive undertakes to immediately tender his resignation in writing from any position that the Executive holds as a Director or an Officer of i-80 or any of its subsidiaries or affiliates, and that such resignation shall be effective upon the date of the Executive's resignation or termination, or the date that the Executive's employment ceases by reason of death or disability.
3.10Return of i-80 Property and Confidential Information - Upon the termination of the Executive's employment for whatever reason, or otherwise upon the request of Premier USA, the Executive agrees to immediately surrender to Premier USA any of the Corporation’s property that is under their control or possession, including, without limitation, any access passes, equipment, corporate credit cards, cellular telephone, laptop computer, keys, and any Confidential Information together with any copies or reproductions thereof and, further, the Executive undertakes to delete and destroy any files on any computer system, retrieval system or database (other than the Executive’s computer issued to them by the Corporation) that is not in the possession or control of the Corporation that may contain any Confidential Information belonging to i-80 or Premier USA or to any of their respective subsidiaries or affiliates.
4.Non-Disclosure, Non-Competition and Non-Solicitation
4.1For the purposes of this Agreement:
4.1.1“Competitive Entity” means any Person that is engaged in the mining, exploration or development of precious or base metal mineral resources or projects anywhere in the Restricted Area.
4.1.2“Confidential Information” means any confidential or proprietary information belonging to i-80 or Premier USA or to any of their respective subsidiaries or affiliates, including, without limitation:
(a)any information concerning any resource property or technical information concerning any resource property in which i-80 or Premier USA or any of their respective subsidiaries or affiliates has an ownership or other interest;
(b)any operational, scientific or technical information, including production, resource and reserve information, technical drawings and designs, assay results and drilling results;


        Page 9.

(c)any information relating to the operating results, borrowing arrangements or financial information, including cost and performance data, capital structure, and holdings of investors;
(d)business plans and strategies;
(e)any information which is generally regarded as confidential or proprietary by the Corporation;
(f)any information contained in any of the Corporation’s written or oral policies and procedures or employee manuals, and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations; and
(g)any information belonging to suppliers, customers, vendors, subsidiaries or affiliates of i-80 or Premier USA which the Corporation has agreed to hold in confidence or that is subject to a confidentiality agreement between i-80 or Premier USA and any third party.
For greater clarity, Confidential Information shall not include any information that: (i) is as of the Effective Date or subsequently becomes generally available to the public, other than through a breach of this Agreement, (ii) becomes available to the Executive on a non-confidential basis from a source other than i-80 or Premier USA or their respective subsidiaries or affiliates, provided that such information is not subject to an existing confidentiality agreement between any third party and i-80 or Premier USA or any of their respective subsidiaries or affiliates, or (iii) is required to be disclosed by operation of law or by the decision or order of a court or administrative tribunal of competent jurisdiction.
4.1.3“Person” means any individual, firm, corporation, association, limited liability company, unlimited liability company, partnership, or any other legal or business entity.
4.1.4“Restricted Area” means (i) the resource properties in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest in such property as of the date that this Agreement; and (ii) the geographic area contained within one kilometer from the exterior boundaries of any resource property in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest on the date that this Agreement terminates for any reason.
4.2Non-Disclosure of Confidential Information - The Executive agrees that during their employment, the Executive has been, and will continue to be, given access to and entrusted with, Confidential Information. The Executive further agrees that this Confidential Information is the exclusive property of i-80 and/or Premier USA, and that i-80 and/or Premier USA has the right to protect and maintain its Confidential Information. Accordingly, the Executive agrees that without the prior written consent of i-80 and/or Premier USA, at any time during the Executive’s employment or following the termination of this Agreement, however caused, they shall not directly or indirectly communicate or disclose to any Person or use for any purpose other than in furtherance of i-80’s or Premier USA’s business, any of the Confidential Information. The Parties agree that the Executive’s obligations under this Agreement are in addition to any obligations that the Executive has under state or federal law.
4.3Non-Competition - The Executive acknowledges that the Executive’s services are unique and extraordinary, and that their key position will give the Executive access to Confidential Information of substantial importance to i-80 and Premier USA. Accordingly, the Executive hereby covenants and agrees that, during the Executive’s employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, without the prior written approval of Premier USA, either individually or in partnership or jointly or in conjunction with any Person as employee, principal, agent, shareholder (other than as a holder of not more than five percent (5%) of the total stock of any publicly-traded entity) or in any other manner whatsoever, be employed or retained by, be engaged in or connected with


        Page 10.

in the capacity similar to a role held by the Executive in the twelve (12) months' preceding his termination (however caused and for any reason), have any interest in, or lend his name to, any Competitive Entity that has an ownership or other interest in any property in the Restricted Area or is operating in the Restricted Area.
4.4Non-Solicitation of Employees and Contractors - The Executive agrees that, during their employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person:
4.4.1employ or retain any Person who is employed or retained by i-80 or Premier USA as an employee, consultant or independent contractor on the date that this Agreement terminates for any reason; or
4.4.2induce or solicit, or attempt to induce or solicit, or assist any Person to induce or solicit, such employee, consultant or independent contractor to leave their employment or retainer with i-80 or Premier USA.
4.5Fiduciary Obligations - The Executive acknowledges that the restrictive covenants contained in this Agreement are in addition to any obligations which the Executive may now or may hereafter owe to i-80 or Premier USA (including any fiduciary or other obligations at common law), and that the obligations contained in this Agreement do not replace any rights of i-80 or Premier USA with respect to any such other common law duties owed to the Corporation by the Executive.
4.6Restrictions Reasonable - The Executive acknowledges that the limitations of time, geography and the definition of Competitive Entity set out in this Agreement are reasonable and necessary to protect the legitimate business interests of i-80 and Premier USA. The Executive agrees that these limitations are not unduly restrictive of them, are not injurious to the public, and will not prevent them from obtaining alternate employment or earning a living. The Executive further agrees that these covenants are necessary to protect the goodwill and other proprietary interests of i-80 and Premier USA and its subsidiaries and affiliates, given that the Executive has had access to and is familiar with the affairs, trade secrets, business plans, and Confidential Information of i-80 and Premier USA and its subsidiaries and affiliates. The Executive specifically agrees to the restrictive covenants contained in Article 4 as a term and condition of their employment with Premier USA and acknowledges that they have received good and adequate consideration for providing the restrictive covenants contained herein, including, and without limitation, the grant of stock options.
4.7Injunctive Relief - The Executive acknowledges that the breach or threatened breach of any provision of Article 4 will cause i-80 and Premier USA to suffer irreparable harm that cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that i-80 or Premier USA shall be entitled, in addition to any other relief available to it in law or in equity and without the requirement of posting a bond or other security, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to them. The Executive covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to i-80 or Premier USA of any other remedy.
4.8Survival - The provisions of Article 4 shall survive the termination of this Agreement and/or the employment of the Executive with Premier USA, irrespective of how such termination is caused.
5.Notices
5.1Notices - Any demand, notice or other communication to be made or given in connection with this Agreement shall be made or given by (i) personal delivery, (ii) mailed by registered mail, postage prepaid with return receipt requested, (iii) delivered by overnight or same-day courier service, or (iv) facsimile or email transmission, to the address set forth below or at such other address as designated by notice by either party to the other. Notices delivered personally or by overnight or same-day courier service are deemed to be given and received as of the date of actual receipt. Notices mailed by registered mail are deemed to be given and received five business days after mailing. Notices delivered by facsimile or email transmission are deemed to be given and received on the next business day following the date that the facsimile or email transmission is sent.



        Page 11.

To Premier Gold Mines USA, Inc.
Premier Gold Mines USA, Inc.
1100 Russell St
Thunder Bay, ON P7B 5N2

Attention:    Ewan Downie - CEO
Telephone:    (807) 346-1394
Email:        edownie@i80gold.com


To the Executive:
Ryan Snow
rsnow@zagmail.gonzaga.edu

Any party may change its address for service from time to time by providing written notice to the other party in accordance with this Section 5.1, and any subsequent notice shall be sent to such party at its amended address.
6.General Provisions
6.1Entire Agreement - This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements, understandings, negotiations, and discussions between them, whether oral or written, relating to the subject matter hereof. The Executive specifically agrees that this Agreement shall, and is intended to, supersede, and replace any existing or previous agreements relating to the Executive’s employment or to their post-employment obligations. There are no conditions, warranties, representations, or other agreements between the Parties (whether oral or written, express or implied, statutory, or otherwise) except as specifically set out in this Agreement.
6.2Condition of Employment – The Parties agree that Premier USA’s obligations to the Executive under this Agreement are conditioned upon the Executive’s timely compliance with requirements of the United States immigration laws.
6.3Representation of Executive – The Executive represents and warrants to the Corporation that they are free to enter into this Agreement and has no contract, commitment, arrangement or understanding to or with any third party that restrains or is in conflict with the Executive’s performance of the covenants, services and duties provided for in this Agreement. The employee agrees to indemnify the Corporation and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by the Executive that, the forgoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of such contract, commitment, arrangement or understanding.
6.4Amendment and Waiver - No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by the law.
6.5Severability - Each article, section and paragraph of this Agreement is a separate and distinct covenant and is severable from all other separate and distinct covenants. If any covenant or provision herein contained is determined to be void or unenforceable in whole or in part, to the extent only that it is void or unenforceable, it shall be deemed modified to the extent necessary so that it is no longer void or unenforceable, and such provision shall be enforced to the fullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision declared invalid or unenforceable with a valid or enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. If such modification is not possible, said provision, to the extent that it is void or unenforceable, shall be deemed severed from this Agreement and such determination will not impair or affect the validity or enforceability of any other covenant or provision contained in this Agreement. The remaining provisions of this Agreement will be valid, enforceable and remain in full force and effect.


        Page 12.

6.6Independent Legal Advice – The Executive acknowledges that they have read and understand the terms of this Agreement. The Executive further acknowledges that they have had a sufficient opportunity to obtain independent legal advice prior to entering into this Agreement.
6.7Assignment - This Agreement may be assigned by Premier USA to any third party in connection with any sale, merger, amalgamation or other corporate restructuring or reorganization of Premier USA or i-80, provided that there is no material change in any of the terms and conditions of the Executive's employment and/or this Agreement. The Executive may not assign this Agreement or any of the Executive's rights and obligations hereunder. This Agreement is binding upon the Executive, the Executive’s heirs and personal representatives and on the Corporation, its successors and assigns.
6.8Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and the laws of the United States of America applicable thereto, without regard for conflict of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be exclusively brought by the Parties in the courts of the State of Nevada, in Elko County, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Nevada, and each of the Parties consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding. Each Party further waives any objection to the venue chosen herein. BY SIGNING THIS AGREEMENT, THE EMPLOYEE FURTHER HEREBY VOLUNTARILY, KNOWINGLY AND IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY. This Agreement is intended to fall within the exception in U.S. Treasury Regulation 1.409A-1(b)(4) for short term deferrals and will be interpreted and administered accordingly.
6.9Costs and Fees Related to Negotiation and Execution of Agreement - Each party shall be responsible for the payment of its own costs and expenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement.
6.10Headings - The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
6.11Counterparts – Premier USA and the Executive agree that this Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original (including any counterpart that is executed by a party and is transmitted to the other party by facsimile or email transmission), and all of which when taken together constitute one and the same instrument.
IN WITNESS WHEREOF this Agreement has been executed by the parties.



        Page 13.

DATED AT     RENO, NV         , this 14th day of April, 2021.
)
)
)
)
)
 Ryan Snow

DATED AT Thunder Bay, Ontario, this 8th day of April 2021.
)
) PREMIER GOLD MINES USA, INC.
)
)
) Per:
) Ewan Downie
) CEO



        Page 14.

SCHEDULE “A” – DUTIES AND RESPONSIBILITIES

The Parties agree that as Chief Financial Officer, the Executive shall perform such duties and responsibilities as the President and Board may assign to him from time to time that are commensurate with his role as a senior executive, including, without limitation:
•Having overall responsibility for all Corporate accounting services including annual and monthly budgeting
•Responsible for the accurate and timely preparation of the quarterly and annual filings with the relevant securities exchanges;
•Overall responsibility for the enterprise risk management to include corporate risk register and insurance coverage for those risks;
•Having overall responsibility for the treasury function of the company;
•Assisting in resource calculations and other economic studies as required by the Corporation;
•Working in mergers & acquisitions on behalf of the Corporation and conducting negotiations on behalf of the Corporation with respect to such acquisitions;
•Having overall responsibility for all of the information technology services;
•Having overall responsibility for all non-executive USA based Human Resources functions;
•Assisting in dealings with local communities and stakeholders that may be affected by the Corporation's exploration and development activities; and
•Assisting in the Corporation’s investor relations activities, which shall include preparing annual and quarterly reports and budgets as they pertain to such activities, press releases, and such additional reporting to the Board and the Officers of the Corporation as may be requested by them.
The Executive acknowledges and agrees that his duties and responsibilities as described herein may be amended by the President and Chief Executive Officer from time to time, in its sole discretion. The Executive further acknowledges that he will be subject to such policies and directives as he may receive from time to time from the Corporation, and he agrees to implement such lawful and reasonable instructions that the Corporation may provide to him from time to time.



        Page 15.

1.SCHEDULE "B" - DISCLOSURE OF OTHER EMPLOYMENT OR OFFICES
OR DIRECTORSHIPS HELD
EX-10.19 24 ex1019executiveemploymenta.htm EX-10.19 Document
Exhibit 10.19
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN:

PREMIER GOLD MINES USA, INC.
(A subsidiary of i-80 Gold Corp)
a company incorporated under the laws of the State of Delaware
(hereinafter called "Premier USA" or the “Corporation”)

- and -

MATTHEW GILI
(hereinafter called the "Executive")

This agreement is effective as April 08, 2021.

WHEREAS Premier USA and the Executive (and, collectively, the “Parties”) acknowledge the importance of ensuring that the Executive is employed on fair and reasonable terms;
AND WHEREAS Premier USA is a wholly owned subsidiary of i-80 Gold Corp. ("i-80"), a reporting issuer in Canada listed on the Toronto Stock Exchange (the "TSX");
AND WHEREAS the Corporation wishes to ensure that the Executive will be committed to the success of Premier USA and i-80 and that the Executive will devote their full professional time and energy to the operations of the Corporation except as otherwise provided for herein;
AND WHEREAS the Corporation is offering employment to the Executive on the terms and conditions set forth in this employment agreement (the “Agreement”), and the Executive wishes to accept employment with the Corporation on the terms and conditions of this Agreement;
AND WHEREAS it is also acknowledged that as part of their employment with Premier USA, the Executive may also be assigned to perform certain duties and responsibilities on behalf of Premier USA’s subsidiaries, and its parent corporation, i-80; and
NOW THEREFORE, in consideration of the Executive’s commitment to perform their duties in a professional and competent manner, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Employment
1.1Employment – Premier USA agrees to employ, and the Executive hereby accepts employment with Premier USA, on a full-time basis as President & Chief Operating Officer on the terms set out in this Agreement. In this position the Executive shall report to Premier USA's Chief Executive Officer.
1.2Responsibilities and Duties –The Executive shall provide such management services as requested by Premier USA and shall perform such duties and responsibilities and exercise such powers as may from time to time be reasonably assigned to the Executive by the Corporation. As President & Chief Operating Officer, the Executive shall perform those duties and responsibilities set out in Schedule A and which are commensurate with the Executive's role. The Executive agrees that he will act in the best interests of i-80 and the Corporation, and that he will faithfully discharge his duties and responsibilities hereunder to the best of his abilities. The Executive will devote his professional time and attention to the business and affairs of the Corporation and i-80 and given his senior executive role, the Executive acknowledges that his hours of work will vary from time to time, and may include long days and weekends, depending on the needs of the business.
Private and Confidential
        Page 2.

1.3The Executive agrees that he shall not undertake any additional business or occupation or become a director, officer, employee or agent of any other Person without obtaining prior written approval from Premier USA. The Executive hereby represents and warrants that he has disclosed to Premier USA any outside employment or consulting work or any other offices or directorships held by him on the Effective Date as outlined in Schedule "B" attached hereto. Premier USA hereby approves the Executive's continued involvement in those roles, provided that these external activities will not unduly interfere with the performance of his duties and responsibilities on behalf of Premier USA and Premier.
1.4Term - The terms of this Agreement shall commence effective immediately following the completion of the plan of arrangement (the “Arrangement”) pursuant to which i-80 acquires Premier USA (the “Effective Date”) and shall continue for an indefinite period until this Agreement and the Executive’s employment is terminated pursuant to Article 3 hereof or otherwise upon the mutual agreement of the Parties.
2.Compensation and Benefits
2.1Base Salary - The Executive shall receive an annual base salary of US$325,000 (the "Base Salary"), which shall be payable by Premier USA in accordance with the Corporation’s normal payroll practices as they may be amended from time to time. The payment of the Base Salary shall be subject to applicable statutory deductions and withholdings. The Executive may be eligible for future reviews or adjustments in their Base Salary as may be determined by the Corporation at its sole discretion.
2.2Initial Option Grant - As an inducement to enter into this Agreement, i-80 will, subject to approval of the Toronto Stock Exchange and applicable securities laws, grant to the Executive stock options to purchase 300,000 common shares of i-80 as of the later of the Effective Date of this Agreement and the listing of i-80 on the Toronto Stock Exchange. Subject to the approval of the i-80 board of directors, the options will be granted pursuant to, and shall be subject to the terms and conditions of, the i-80 Omnibus Share Incentive Plan and will vest on the following schedule: (i) 150,000 shares on the first day of trading of the i-80 common shares on the Toronto Stock Exchange, (ii) 75,000 shares on the six month anniversary of the first day of trading of the i-80 common shares on the Toronto Stock Exchange, and (iii) 75,000 shares on the twelve month anniversary of the first day of trading of the i-80 common shares on the Toronto Stock Exchange. The exercise price for these options shall be equal to the offering price of the i-80 common shares in the private placement financing to be completed concurrently with the Arrangement. The initial option grant is not considered to part of Executive’s Base Salary.
2.3Incentive Bonus - The Executive shall also be eligible to receive an annual incentive bonus (the “Incentive Bonus”) based on certain criteria and at the discretion of the Board of Directors of Premier USA. The payment of this Incentive Bonus shall be conditional upon the overall operational and financial performance of Premier USA and i-80, and upon the Executive’s achievement of certain personal performance criteria and milestones to be agreed annually between the Executive and the Corporation. The Executive acknowledges that: (i) the terms and criterion of the Incentive Bonus may change each calendar or fiscal year at the discretion of the Corporation; (ii) the Executive has no expectation that in any calendar or fiscal year there will be an Incentive Bonus; (iii) the amount of the Incentive Bonus, if any, that the Executive may be awarded may change from year to year; (iv) any Incentive Bonus paid to the Executive does not form part of the Executive's Base Salary, regular compensation or regular wages, and (v) the Executive must be actively employed by the Corporation on the date an Incentive Bonus is paid out in order to receive such bonus. If Premier USA terminates Executive’s employment for any reason other than for Cause (as defined in Section 3.2) or death or disability (as defined in Section 3.3), the Incentive Bonus shall be paid out on a pro-rata basis at target in accordance with Section 3.4 or 3.6 of the Agreement, as applicable.
2.4Long-Term Incentive Bonus - Executive may be eligible to receive long-term incentive compensation, as determined by the Corporation in its sole discretion and pursuant to the Corporation’s plans in effect from time to time.
2.5Equity Incentive Awards - The Executive shall be entitled to participate in i-80's equity compensation plans (the "Equity Compensation Plans"), including the i-80 Omnibus Share Incentive Plan. Annual incentive awards ("Awards") provided under the Equity Compensation


        Page 3.

Plans, including the grant of stock options, restricted share units and performance share units will be determined at the discretion of the Compensation Committee of the board of directors of i-80 and shall be treated in accordance with the applicable Equity Compensation Plan terms and the Award agreement.

Except as may be otherwise provided for herein, the Executive specifically acknowledges and agrees that in the event that he resigns, or his employment is terminated by Premier USA for Cause (as defined below in Section 3.2), the Executive shall only be eligible to exercise any Awards that vested on or prior to the effective date of his resignation or termination of employment in accordance with the terms and conditions of the applicable Equity Compensation Plan. Except as may be otherwise provided for herein, the Executive acknowledges that any Awards that remain unvested as of the effective date of his resignation or termination of employment for Cause shall be immediately cancelled and shall not be exercisable by the Executive thereafter. The Executive specifically acknowledges and agrees that he shall not be eligible to receive any compensation whatsoever arising out of the cancellation of: (i) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment (with or without Cause) that the Executive fails to exercise following such resignation or termination in accordance with the terms of the applicable Equity Compensation Plan and the Award agreement; (ii) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment if the Toronto Stock Exchange (or other principal stock exchange on which the shares of i-80 are then listed) should, for any reason, require i-80 to cancel or otherwise prevent, or in any way restrict, the exercise of such Awards; and (iii) any Award that is cancelled upon the Executive's resignation or termination of employment for Cause.
2.6Benefits - The Executive shall be eligible to participate in any group benefit plans that are provided by Premier USA to its employees in accordance with the terms and conditions of such plans. The Executive acknowledges and agrees that Premier USA has the right to amend or discontinue such plans, or to change benefits carriers, from time to time in its sole discretion and nothing herein shall require the adoption or maintenance of any such plan. The Executive acknowledges that they may be responsible for the costs of a portion of this plan.
2.7Vacation - The Executive shall be eligible for four (4) weeks of paid vacation in each calendar year, which amount shall be prorated for any partial calendar year worked. Vacation shall be taken by the Executive in the year in which it is earned, and, unless otherwise approved in writing by Premier USA, the Executive may carry over only a maximum of ten (10) business days of vacation time into any subsequent year. Any vacation time that is carried over by the Executive must be used within the subsequent calendar year or it will be forfeited by the Executive, subject to any requirements under applicable law.
The Executive shall take their vacation at a time or times reasonable for each of the Parties in the circumstances, taking into account the staffing requirements of Premier USA and the need for timely performance of the Executive’s responsibilities.
2.8Expenses - The Executive shall be reimbursed for reasonable and proper expenses incurred by them in connection with the performance of the Executive’s duties and responsibilities hereunder. Premier USA shall reimburse the Executive for any business expenses that are actually and properly incurred by them in accordance with the Corporation’s normal expense policies and/or practices, as they are amended from time to time, and upon the Executive providing appropriate receipts or other vouchers in support of the claim for reimbursement.
2.9Directors and Officers Liability Insurance - The Executive shall receive coverage under the Corporation’s and i-80’s liability insurance policy for directors and officers in accordance with the terms of such policy, as it may be amended by the Corporation or i-80 from time to time.
3.Termination of Employment
3.1Termination by Executive - The Executive may resign their employment for any reason provided that the Executive gives Premier USA at least three (3) months notice in writing. Premier USA may, at its option, accelerate such termination date to any date at least two weeks after the


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Executive provides written notice of termination to the Corporation. The Corporation may also, at its option, relieve the Executive of all duties and authority after notice of termination has been provided. Upon resignation, the Executive shall have no entitlement to further compensation except for unpaid Base Salary and vacation earned to the effective date of resignation, or any other compensation which is due and owing to the Executive on the effective date of resignation or termination pursuant to this paragraph, unless the Corporation accelerates termination or relieves Executive of all duties, in which case payment shall be paid through the notice period. All of the Executive's benefits and any other allowances or perquisites shall immediately cease upon the effective date of the Executive's resignation, unless otherwise provided pursuant to the terms of such benefit plans or pursuant to rights under COBRA, 29 U.S.C. 1161 et seq.
3.2Termination for Cause – Premier USA may immediately terminate the Executive's employment at any time for Cause without notice except for unpaid Base Salary and vacation earned to the effective date of termination, or any other compensation which is due and owing to the Executive on the effective date of termination. All of the Executive's benefits and any other allowances or perquisites shall cease immediately upon termination of the Executive's employment for Cause. For the purposes of this Agreement, Cause includes, without limitation:
3.2.1the neglect or wilful failure by the Executive to substantially perform their duties (except by reason of any bona fide disability);
3.2.2the Executive’s gross negligence or incompetence in the performance of their duties and responsibilities;
3.2.3the Executive's misconduct involving the property, business or affairs of Premier or Premier USA;
3.2.4theft, fraud or dishonesty by the Executive;
3.2.5the Executive’s conviction of a felony offense;
3.2.6the Executive’s failure to disclose any material facts concerning their business interests outside of their employment with the Corporation, or any other conflict of interest involving the Executive;
3.2.7the Executive's material breach of this Agreement, or of any fiduciary obligation owing by the Executive to the Corporation;
3.2.8any material failure by the Executive to comply with any applicable law or regulation, or any lawful and reasonable resolution of the Board of Directors of i-80 or Premier USA (or a committee thereof), or the shareholders of i-80 or Premier USA; or
3.2.9any other conduct by the Executive that would be determined by a court of competent jurisdiction to constitute cause from time to time.
3.3Cessation of Employment upon Death or Disability – The Parties agree that the Executive’s employment shall cease, and this Agreement shall terminate, automatically upon the Executive’s death or, at Premier USA’s discretion, upon the Executive’s Disability. In the event that the Executive’s employment ceases pursuant to this Section 3.3, the Executive (or the Executive’s estate) shall be eligible to receive any unpaid Base Salary and vacation earned to the date that their employment ceases, as well as any other compensation which is due and owing to the Executive on the date that their employment ceases. Further, the Executive will have no right to any unvested benefit or any other compensation or payment after the last day of the month in which the Executive’s death or Disability occurred. For the purposes of this Agreement, “Disability” means the incapacity or inability of the Executive, whether due to an accident, sickness or otherwise, as determined by a medical doctor acceptable to Premier USA and confirmed in writing by such doctor, to perform the essential functions of the Executive’s position for a period of more than 180 days, whether or not consecutive, in any period of twelve (12) months.
3.4Termination Following a Change of Control - In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within the twelve (12) month period


        Page 5.

immediately following the Change of Control, Premier USA will pay in a lump sum, as severance pay:
3.4.1The Executive shall be paid an amount equal to twenty-four (24) months of Executive’s Base Salary at the rate in effect on the termination date in addition to the Incentive Bonus in accordance with Section 2.3, less applicable taxes and withholdings;
3.4.2Any Awards pursuant to an Equity Compensation Plan that have been previously granted to the Executive that have not yet vested shall immediately vest and, if applicable be exercisable, by the Executive in accordance with the terms and conditions of the Plan. The Parties agree that the Executive shall have the benefit of this accelerated vesting provision, notwithstanding any term or condition to the contrary that is contained in the Plan (or in the applicable grant of options) or in this Agreement; and
3.4.3Premier USA will pay the Executive an amount equal to the monthly employee cost of family coverage under the Corporations then current plan (calculated as of the date that is immediately prior to the date of termination) times 24, less applicable withholding and other statutory obligations. In addition, Premier USA will pay the Executive the amount, less applicable withholding and other statutory obligations, which amount is intended to reflect a reasonable estimate of the premiums the Executive would have paid for life and disability benefits for the twenty-four (24) month period following the Executive's termination of employment had such termination not occurred. Payments pursuant to this paragraph will be paid in all cases on or before March 15th of the year following the year in which the Executive's termination of employment occurs, unless the Executive has failed to timely execute a Release as described in Section 3.6.2, in which case the Executive shall forfeit any right to such amount; and
3.4.4All payments under Section 3.4 shall be made in accordance with and subject to the provisions of Section 3.6.2.
3.5For the purposes of this Agreement:
3.5.1"Change of Control" is defined as:
(a)any Person or group of Persons acting jointly or in concert within the meaning of the Securities Act (Ontario) (in this paragraph, an "Acquiror"), other than through an offering of securities undertaken with the approval of the Board of i-80, acquires control or is deemed to acquire control (including, without limitation, the right to vote or direct the voting) of Voting Securities of i-80 which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and associates (within the meaning of the Business Corporations Act (Ontario)) and affiliates of the Acquiror to cast or to direct the casting of more than 50% of the votes attached to all of the outstanding Voting Securities of i-80 which may be cast to elect directors of i-80 (regardless of whether a meeting has been called to elect directors);
(b)the shareholders of i-80 approve all resolutions required to permit any Person or group of Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) to accomplish the result described in subparagraph (a) above, even if the securities have not yet been issued or transferred to, or acquired by, that Person or group of Persons;


        Page 6.

(c)i-80 shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of i-80 shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of i-80 and the subsidiaries thereof as at the end of the most recently completed financial year of i-80 or (B) which during the most recently completed financial year of i-80 generated, or during the then current financial year of i-80 are expected to generate, more than 50% of the consolidated operating income or cash flow of i-80 and the subsidiaries thereof, to any Person or group of Persons (other than one or more subsidiaries of i-80), in which case the Change in Control shall be deemed to occur on the date of the transfer of the property of assets representing one dollar more than 50% of the consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;
(d)the shareholders of i-80 approve all resolutions required to permit any Person or group of Persons to accomplish the result described in subparagraph (c) above, even if the transfer has not been completed;
(e)Incumbent Directors cease to constitute a majority of the Board (which, for the purposes of this paragraph, an "Incumbent Director" shall mean any member of the Board who is a member of the Board immediately prior to the occurrence of a contested election of directors of i-80); or
(f)the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Change of Control has occurred, or that such a Change of Control is imminent, in which case, the date of the Change of Control shall be deemed to be the date of such resolution.
3.5.2"Change Affecting the Executive's Employment" is defined as:
(a)without Executive’s written consent, any material change in the employment conditions of the Executive that would materially adversely affect the nature and status of the Executive's duties and responsibilities, including, without limitation, any change in title, position or reporting relationship;
(b)without Executive’s written consent, a material reduction in the Executive's Base Salary in effect at the time of the Change of Control;
(c)a material breach of this Agreement; or
(d)any material change to the terms and conditions of the Executive's employment that is ultimately determined by a court of competent jurisdiction to constitute constructive dismissal.
(e)Notwithstanding the above, the occurrence of any of the events described above will not constitute Change Affecting the Executive's Employment unless Executive gives the Corporation written notice within 30 days of such event that such event constitutes Change Affecting the Executive's Employment, the Corporation thereafter fails to cure the event within 30 days after receipt of such notice and Executive terminates his employment hereunder within 20 days following such 30-day cure period.
3.5.3"Involuntary Termination" is defined as:
(a)the termination by the Corporation of the Executive's employment for any reason (other than the cessation of employment caused by the Executive's death or disability, or the Executive's termination of employment for Cause) at any time during the twelve (12) month period following a Change of Control;
(b)the resignation by the Executive of his employment within a ninety (90) day period immediately following any Change Affecting the Executive's Employment that occurs within the twelve (12) month period following a Change of Control; or


        Page 7.

3.5.4"Voting Securities" is defined as the common shares of i-80 and any other shares entitled to vote for the election of directors of i-80 and shall include any security, whether or not issued by i-80, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors of i-80 including any options or rights to purchase any such shares or securities.
3.6Termination Without Cause – The Parties agree that the Executive shall be employed by Premier USA on an “at will” basis. There shall be no fixed date for termination of this Agreement, and the Executive’s employment shall continue until this Agreement is terminated pursuant to Article 3 hereof or otherwise upon the mutual agreement of the Parties. This is an “at will” employment relationship and, as such, no cause is required by either Premier USA or the Executive for termination of employment.
3.6.1Premier USA may terminate Executive’s employment under this Agreement without advance notice, however, Premier USA will make a reasonable effort to provide Executive with three (3) months’ advance notice. If Premier USA terminates Executive’s employment for any reason other than for Cause (as defined in Section 3.2) or death or disability (as defined in Section 5.3), Premier USA will pay in a lump sum, as severance pay, an amount equal to twelve (12) months of Executive’s Base Salary at the rate in effect on the termination date in addition to the Incentive Bonus in accordance with Section 2.3, less applicable taxes and withholdings.
3.6.2Such payment will be made on the 2nd regularly scheduled pay date following the end of the Revocation Period (as defined below), but in no instance later than March 15 of the year following the year of such termination. Executive shall only be entitled to such severance pay if Executive signs (and then Executive does not rescind, as may be permitted by law) a general release of claims in favor of Premier USA in a form acceptable to Premier USA within the time period specified in the release, provided, however, that such release of claims shall only require Executive to release Premier USA from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested Executive benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of the Company within the time frame specified therein. The Company will provide the release to the Executive within ten (10) days following the date of the Executive’s termination of employment, and in all cases no later than a date such that the last day of any revocation period (the “Revocation Period”) described in the release will occur on or before February 28th of the year following the year in which the Executive’s termination of employment occurs. If the Executive fails to execute the release within the time period specified therein, or revokes a previously executed release within the revocation period specified therein, the Executive will forfeit any right to payments under this Section. Upon termination, Executive will have no rights to any unvested benefits or any other unearned compensation or payments except as stated in this paragraph.
3.6.3Premier USA will pay the Executive an amount equal to the monthly employee cost of family coverage under the Corporations then current plan (calculated as of the date that is immediately prior to the date of termination) times 12, less applicable withholding and other statutory obligations. In addition, Premier USA will pay the Executive the amount, less applicable withholding and other statutory obligations, which amount is intended to reflect a reasonable estimate of the premiums the Executive would have paid for life and disability benefits for the twelve (12) month period following the Executive's termination of employment had such termination not occurred. Payments pursuant to this paragraph will be paid in all cases on or before March 15th of the year following the year in which the Executive's termination of employment occurs, unless the Executive has failed to timely execute a Release as described in Section 3.6.2, in which case the Executive shall forfeit any right to such amount.
3.7Full and Final Satisfaction - The benefits and payments provided to the Executive pursuant to Section 3.3 above are inclusive of any and all statutory and other obligations that Premier USA has to the Executive arising out of the termination of their employment. The Parties understand and agree that the payments set out in Section 3.3 above will be provided in full and final satisfaction of Premier USA’s obligations to the Executive upon the termination or cessation of their employment.


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3.8Section 280G Matters. In the event that any payment, accelerated vesting or other benefit payable to Executive under this Agreement together with any other benefits received by Executive under any other Agreement would constitute “parachute payments” within the meaning of Section 280G of the Code (“Parachute Payments”), Executive will be entitled to receive either (i) the full amount of the Parachute Payments, or (ii) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to the excise tax imposed by Section 4999 of the Code, whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local taxes and the excise tax under Section 4999 of the Code, results in the receipt by Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. The repayment and/or reduction of payments or benefits which would be Parachute Payments (each a “Payment”) contemplated by the preceding sentence shall be implemented by determining the Parachute Payment Ratio (as defined below) for each Payment and then reducing the Payments in order beginning with the Payments with the highest Parachute Payment Ratio. For Payments with the same Parachute Payment Ratio, such Payments shall be reduced based on the time of payment of such Payments, with amounts having later payment dates being reduced first. For Payments with the same Parachute Payment Ratio and the same time of payment, such Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Payments with a lower Parachute Payment Ratio. Any such repayment or reduction will in all events comply with 409A. For purposes of the foregoing, “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable Payment for purposes of Section 280G of the Code and the denominator of which is the intrinsic value of such Payment.
3.9Resignation as Director or Officer - In the event that the Executive is a director or an officer of i-80 or any of its subsidiaries or affiliates as at the date that this Agreement and the Executive's employment is terminated for any reason whatsoever, the Executive undertakes to immediately tender his resignation in writing from any position that the Executive holds as a Director or an Officer of i-80 or any of its subsidiaries or affiliates, and that such resignation shall be effective upon the date of the Executive's resignation or termination, or the date that the Executive's employment ceases by reason of death or disability.
3.10Return of i-80 Property and Confidential Information - Upon the termination of the Executive's employment for whatever reason, or otherwise upon the request of Premier USA, the Executive agrees to immediately surrender to Premier USA any of the Corporation’s property that is under their control or possession, including, without limitation, any access passes, equipment, corporate credit cards, cellular telephone, laptop computer, keys, and any Confidential Information together with any copies or reproductions thereof and, further, the Executive undertakes to delete and destroy any files on any computer system, retrieval system or database (other than the Executive’s computer issued to them by the Corporation) that is not in the possession or control of the Corporation that may contain any Confidential Information belonging to i-80 or Premier USA or to any of their respective subsidiaries or affiliates.
4.Non-Disclosure, Non-Competition and Non-Solicitation
4.1For the purposes of this Agreement:
4.1.1“Competitive Entity” means any Person that is engaged in the mining, exploration or development of precious or base metal mineral resources or projects anywhere in the Restricted Area.
4.1.2“Confidential Information” means any confidential or proprietary information belonging to i-80 or Premier USA or to any of their respective subsidiaries or affiliates, including, without limitation:
(a)any information concerning any resource property or technical information concerning any resource property in which i-80 or Premier USA or any of their respective subsidiaries or affiliates has an ownership or other interest;
(b)any operational, scientific or technical information, including production, resource and reserve information, technical drawings and designs, assay results and drilling results;


        Page 9.

(c)any information relating to the operating results, borrowing arrangements or financial information, including cost and performance data, capital structure, and holdings of investors;
(d)business plans and strategies;
(e)any information which is generally regarded as confidential or proprietary by the Corporation;
(f)any information contained in any of the Corporation’s written or oral policies and procedures or employee manuals, and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations; and
(g)any information belonging to suppliers, customers, vendors, subsidiaries or affiliates of i-80 or Premier USA which the Corporation has agreed to hold in confidence or that is subject to a confidentiality agreement between i-80 or Premier USA and any third party.
For greater clarity, Confidential Information shall not include any information that: (i) is as of the Effective Date or subsequently becomes generally available to the public, other than through a breach of this Agreement, (ii) becomes available to the Executive on a non-confidential basis from a source other than i-80 or Premier USA or their respective subsidiaries or affiliates, provided that such information is not subject to an existing confidentiality agreement between any third party and i-80 or Premier USA or any of their respective subsidiaries or affiliates, or (iii) is required to be disclosed by operation of law or by the decision or order of a court or administrative tribunal of competent jurisdiction.
4.1.3“Person” means any individual, firm, corporation, association, limited liability company, unlimited liability company, partnership, or any other legal or business entity.
4.1.4“Restricted Area” means (i) the resource properties in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest in such property as of the date that this Agreement; and (ii) the geographic area contained within one kilometer from the exterior boundaries of any resource property in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest on the date that this Agreement terminates for any reason.
4.2Non-Disclosure of Confidential Information - The Executive agrees that during their employment, the Executive has been, and will continue to be, given access to and entrusted with, Confidential Information. The Executive further agrees that this Confidential Information is the exclusive property of i-80 and/or Premier USA, and that i-80 and/or Premier USA has the right to protect and maintain its Confidential Information. Accordingly, the Executive agrees that without the prior written consent of i-80 and/or Premier USA, at any time during the Executive’s employment or following the termination of this Agreement, however caused, they shall not directly or indirectly communicate or disclose to any Person or use for any purpose other than in furtherance of i-80’s or Premier USA’s business, any of the Confidential Information. The Parties agree that the Executive’s obligations under this Agreement are in addition to any obligations that the Executive has under state or federal law.
4.3Non-Competition - The Executive acknowledges that the Executive’s services are unique and extraordinary, and that their key position will give the Executive access to Confidential Information of substantial importance to i-80 and Premier USA. Accordingly, the Executive hereby covenants and agrees that, during the Executive’s employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, without the prior written approval of Premier USA, either individually or in partnership or jointly or in conjunction with any Person as employee, principal, agent, shareholder (other than as a holder of not more than five percent (5%) of the total stock of any publicly-traded entity) or in any other manner whatsoever, be employed or retained by, be engaged in or connected with


        Page 10.

in the capacity similar to a role held by the Executive in the twelve (12) months' preceding his termination (however caused and for any reason), have any interest in, or lend his name to, any Competitive Entity that has an ownership or other interest in any property in the Restricted Area or is operating in the Restricted Area.
4.4Non-Solicitation of Employees and Contractors - The Executive agrees that, during their employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person:
4.4.1employ or retain any Person who is employed or retained by i-80 or Premier USA as an employee, consultant or independent contractor on the date that this Agreement terminates for any reason; or
4.4.2induce or solicit, or attempt to induce or solicit, or assist any Person to induce or solicit, such employee, consultant or independent contractor to leave their employment or retainer with i-80 or Premier USA.
4.5Fiduciary Obligations - The Executive acknowledges that the restrictive covenants contained in this Agreement are in addition to any obligations which the Executive may now or may hereafter owe to i-80 or Premier USA (including any fiduciary or other obligations at common law), and that the obligations contained in this Agreement do not replace any rights of i-80 or Premier USA with respect to any such other common law duties owed to the Corporation by the Executive.
4.6Restrictions Reasonable - The Executive acknowledges that the limitations of time, geography and the definition of Competitive Entity set out in this Agreement are reasonable and necessary to protect the legitimate business interests of i-80 and Premier USA. The Executive agrees that these limitations are not unduly restrictive of them, are not injurious to the public, and will not prevent them from obtaining alternate employment or earning a living. The Executive further agrees that these covenants are necessary to protect the goodwill and other proprietary interests of i-80 and Premier USA and its subsidiaries and affiliates, given that the Executive has had access to and is familiar with the affairs, trade secrets, business plans, and Confidential Information of i-80 and Premier USA and its subsidiaries and affiliates. The Executive specifically agrees to the restrictive covenants contained in Article 4 as a term and condition of their employment with Premier USA and acknowledges that they have received good and adequate consideration for providing the restrictive covenants contained herein, including, and without limitation, the grant of stock options.
4.7Injunctive Relief - The Executive acknowledges that the breach or threatened breach of any provision of Article 4 will cause i-80 and Premier USA to suffer irreparable harm that cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that i-80 or Premier USA shall be entitled, in addition to any other relief available to it in law or in equity and without the requirement of posting a bond or other security, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to them. The Executive covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to i-80 or Premier USA of any other remedy.
4.8Survival - The provisions of Article 4 shall survive the termination of this Agreement and/or the employment of the Executive with Premier USA, irrespective of how such termination is caused.
5.Notices
5.1Notices - Any demand, notice or other communication to be made or given in connection with this Agreement shall be made or given by (i) personal delivery, (ii) mailed by registered mail, postage prepaid with return receipt requested, (iii) delivered by overnight or same-day courier service, or (iv) facsimile or email transmission, to the address set forth below or at such other address as designated by notice by either party to the other. Notices delivered personally or by overnight or same-day courier service are deemed to be given and received as of the date of actual receipt. Notices mailed by registered mail are deemed to be given and received five business days after mailing. Notices delivered by facsimile or email transmission are deemed to be given and received on the next business day following the date that the facsimile or email transmission is sent.



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To Premier Gold Mines USA, Inc.
Premier Gold Mines USA, Inc.
1100 Russell St
Thunder Bay, ON P7B 5N2

Attention:    Ewan Downie - CEO
Telephone:    (807) 346-1394
Email:        edownie@i80gold.com


To the Executive:
Matthew Gili
1391 Amado Court
Reno, NV 89511
Matthew.gili@yahoo.com

Any party may change its address for service from time to time by providing written notice to the other party in accordance with this Section 5.1, and any subsequent notice shall be sent to such party at its amended address.
6.General Provisions
6.1Entire Agreement - This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements, understandings, negotiations, and discussions between them, whether oral or written, relating to the subject matter hereof. The Executive specifically agrees that this Agreement shall, and is intended to, supersede, and replace any existing or previous agreements relating to the Executive’s employment or to their post-employment obligations. There are no conditions, warranties, representations, or other agreements between the Parties (whether oral or written, express or implied, statutory, or otherwise) except as specifically set out in this Agreement.
6.2Condition of Employment – The Parties agree that Premier USA’s obligations to the Executive under this Agreement are conditioned upon the Executive’s timely compliance with requirements of the United States immigration laws.
6.3Representation of Executive – The Executive represents and warrants to the Corporation that they are free to enter into this Agreement and has no contract, commitment, arrangement or understanding to or with any third party that restrains or is in conflict with the Executive’s performance of the covenants, services and duties provided for in this Agreement. The employee agrees to indemnify the Corporation and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by the Executive that, the forgoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of such contract, commitment, arrangement or understanding.
6.4Amendment and Waiver - No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by the law.
6.5Severability - Each article, section and paragraph of this Agreement is a separate and distinct covenant and is severable from all other separate and distinct covenants. If any covenant or provision herein contained is determined to be void or unenforceable in whole or in part, to the extent only that it is void or unenforceable, it shall be deemed modified to the extent necessary so that it is no longer void or unenforceable, and such provision shall be enforced to the fullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision declared invalid or unenforceable with a valid or enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. If such modification is not possible, said provision, to the extent that it is void or unenforceable, shall be deemed severed from this Agreement and such determination will not impair or affect the validity or enforceability of any other covenant or provision contained in this Agreement. The remaining provisions of this Agreement will be valid, enforceable and remain in full force and effect.


        Page 12.

6.6Independent Legal Advice – The Executive acknowledges that they have read and understand the terms of this Agreement. The Executive further acknowledges that they have had a sufficient opportunity to obtain independent legal advice prior to entering into this Agreement.
6.7Assignment - This Agreement may be assigned by Premier USA to any third party in connection with any sale, merger, amalgamation or other corporate restructuring or reorganization of Premier USA or i-80, provided that there is no material change in any of the terms and conditions of the Executive's employment and/or this Agreement. The Executive may not assign this Agreement or any of the Executive's rights and obligations hereunder. This Agreement is binding upon the Executive, the Executive’s heirs and personal representatives and on the Corporation, its successors and assigns.
6.8Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and the laws of the United States of America applicable thereto, without regard for conflict of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be exclusively brought by the Parties in the courts of the State of Nevada, in Elko County, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Nevada, and each of the Parties consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding. Each Party further waives any objection to the venue chosen herein. BY SIGNING THIS AGREEMENT, THE EMPLOYEE FURTHER HEREBY VOLUNTARILY, KNOWINGLY AND IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY. This Agreement is intended to fall within the exception in U.S. Treasury Regulation 1.409A-1(b)(4) for short term deferrals and will be interpreted and administered accordingly.
6.9Costs and Fees Related to Negotiation and Execution of Agreement - Each party shall be responsible for the payment of its own costs and expenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement.
6.10Headings - The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
6.11Counterparts – Premier USA and the Executive agree that this Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original (including any counterpart that is executed by a party and is transmitted to the other party by facsimile or email transmission), and all of which when taken together constitute one and the same instrument.
IN WITNESS WHEREOF this Agreement has been executed by the parties.



        Page 13.

DATED AT     Reno, NV         , this     14th day of April, 2021.
)
)
)
)
)
 Matthew Gili

DATED AT Thunder Bay, Ontario, this 8th day of April 2021.
)
) PREMIER GOLD MINES USA, INC.
)
)
) Per:
) Ewan Downie
) CEO



        Page 14.

SCHEDULE “A” – DUTIES AND RESPONSIBILITIES

The Parties agree that as President & Chief Operating Officer, the Executive shall perform such duties and responsibilities as the Chief Executive Officer and Board may assign to him from time to time that are commensurate with his role as a senior executive, including, without limitation:
•    Oversee and be primarily responsible for all Company mining and development operations;
•    participate in expansion and corporate development activities (investments, acquisitions, corporate alliances etc.);
•    develop and maintain the Corporation's goal to operate to the highest standards of the industry;
•    maintain and develop with the Board strategic plans for the Corporation and implement such plans to the best abilities of the Corporation;
•    provide quality leadership to the Corporation's staff and ensure that the Corporation's human resources are managed properly;
•    provide high-level policy options, orientations and discussions for consideration by the Board;
•    together with any special committee appointed for such purpose, maintain existing and develop new strategic alliances and consider possible merger or acquisition transactions with other mining companies which will be constructive for the Corporation's business and will help enhance shareholder value;
•    provide support, co-ordination and guidance to various responsible officers and managers of the Corporation;
•    participate in the investor relations program for the Corporation, as required;
•    provide timely strategic, operational and reporting information to the Board and implement its decisions in accordance with good governance, with the Corporation's policies and procedures, and within budget;
•    act as an entrepreneur and innovator within the strategic goals of the Corporation;
•    co-ordinate the preparation of an annual business plan or strategic plan;
•implement workplace policies and procedures that ensure compliance with the provisions of this Manual by all the Corporation's officers, directors, employees, customers and contractors;
•provide a culture of high ethics throughout the organization;
•Assisting with the preparation of operational narrative for insertion into external reporting (i.e. MD&A, Management Information Circular, Annual report, AIF, Press Releases, etc.);
•Lead with the Corporation’s CFO Project and Corporate budgeting;
•Participating in project evaluations and Corporate M&A activities,
•any other duties assigned from time to time by the CEO or the Board; and
•    any other duties that are normally performed by a President/COO in a comparable corporation.
The Executive acknowledges and agrees that his duties and responsibilities as described herein may be amended by the President and Chief Executive Officer from time to time, in its sole discretion. The Executive further acknowledges that he will be subject to such policies and directives as he may receive from time to time from the Corporation, and he agrees to implement such lawful and reasonable instructions that the Corporation may provide to him from time to time.



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SCHEDULE "B" - DISCLOSURE OF OTHER EMPLOYMENT OR OFFICES
OR DIRECTORSHIPS HELD

1.Management Advisory Board of the University of Nevada – Mackay School of Earth Sciences and Engineering
EX-10.20 25 ex1020richardyoung-ix80_ex.htm EX-10.20 Document
Exhibit 10.20
EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made the 7th day of October, 2024 (the "Effective Date").
BETWEEN:
i-80 GOLD CORP.
a company incorporated under the laws of the Province of Ontario
(hereinafter called "i-80 Gold" or the "Corporation")
- and -
RICHARD YOUNG
an individual resident in Toronto, in the Province of Ontario
(hereinafter called the "Executive")
WHEREAS i-80 Gold and the Executive (and, collectively, the "Parties") acknowledge the importance of ensuring that the Executive is employed on fair and reasonable terms;
AND WHEREAS the Executive was offered employment with the Corporation pursuant to the terms and conditions of an offer of employment letter dated September 15, 2024;
AND WHEREAS the Executive commenced employment on September 18, 2024;
AND WHEREAS the Corporation wishes to formalize these terms pursuant to a formal employment agreement which includes additional consideration including, but not limited to, benefits continuation or a lump sum payment of benefit premiums in lieu of continuation upon termination without cause among other consideration;
AND WHEREAS the Corporation wishes to ensure that the Executive will be committed to the success of the Corporation, and that the Executive will devote their full professional time and energy to the operations of i-80 Gold and, as such, the Corporation is offering employment to the Executive on the terms and conditions set forth in this employment agreement (the “Agreement”);
NOW THEREFORE, in consideration of the Executive's commitment to perform his duties in a professional and competent manner, the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Employment
1.1Employment - i-80 Gold agrees to employ, and the Executive hereby accepts employment with i-80 Gold, on a full-time basis as its CHIEF EXECUTIVE OFFICER (“CEO”) on the terms set out in this Agreement. In this position, the Executive shall report to the Board of Directors. In addition, you will serve as a Director of the Corporation.
1.2Start Date – Your start date will be September 18, 2024.
1.3Responsibilities and Duties - As CHIEF EXECUTIVE OFFICER, the Executive shall perform the duties and responsibilities outlined in Schedule "A" to this Agreement, and such other duties and responsibilities as may be assigned to the Executive, which are commensurate with the Executive's role. The Executive agrees that he will act in the best interests of i-80 Gold and that he will faithfully discharge his duties and responsibilities hereunder to the best of his abilities. The Executive will devote his full professional time and attention to the business and affairs of i-80 Gold and, given his senior executive role, the Executive
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acknowledges that his hours of work will vary from time to time, and may include long days and weekends, and travel, depending on the needs of the business.
The Executive agrees that he shall not undertake any additional business or occupation or become a director, officer, employee or agent of any other Person without obtaining prior written approval from i-80 Gold. The Executive hereby represents and warrants that he has disclosed to i-80 Gold any outside employment or consulting work or any other offices or directorships held by him on the Effective Date as outlined in Schedule "B" attached hereto. i-80 Gold hereby approves the Executive's continued involvement in those roles, provided that these external activities will not unduly interfere with the performance of his duties and responsibilities on behalf of i-80 Gold.
1.4Term - The terms of this Agreement shall commence on the Effective Date and shall continue for an indefinite period until this Agreement and the Executive's employment is terminated pursuant to Article 3 hereof or otherwise upon the mutual agreement of the Parties.
2.Compensation and Benefits
2.1Base Salary - The Executive shall receive an annual base salary of US$500,000 (the "Base Salary"), pro-rated for any partial year of employment, and which shall be payable by i-80 Gold in accordance with the Corporation's normal payroll practices as they may be amended from time to time. Salary reviews are to be conducted on a calendar basis with the first being during the month of January 2025 under the Corporation’s current practice. Base Salary increases, if applicable, will be determined based on a combination of individual merit and external market factors. Your Base Salary and all other compensation and payments hereunder will be subject to applicable tax withholdings.
2.2Incentive Bonus - The Executive shall also be entitled to receive an annual short-term incentive payment (“STI") with a target of 120% annual Base Salary, and with a stretch target to 180%, based on certain criteria and at the discretion of the Board. The payment of this STI shall be based upon a mix of actual financial, share performance relative to peers, operations and safety performance metrics under the terms of the Corporation’s bonus plan in effect at the time of payment. Any bonus payment is subject to board approval at its sole discretion and may be paid in a range of 0%-180%. The STI for 2024 will be pro-rated from the Executive’s start date through the end of the year. All terms and conditions set out in the STI Plan will apply. The Executive acknowledges that: (i) the terms and criterion of the STI Plan may change each calendar or fiscal year at the discretion of the Corporation; (ii) the Executive has no expectation that in any calendar or fiscal year there will be an STI; (iii) the amount of the STI, if any, that the Executive may be awarded may change from year to year; (iv) any STI paid to the Executive does not form part of the Executive's Base Salary, regular compensation or regular wages, unless minimally required otherwise by Ontario's Employment Standards Act, 2000, as may be amended from time to time, including its successor legislation (the "ESA"); and (v) the Executive must be actively employed by the Corporation on the date the STI is paid out in order to receive such bonus, unless minimally required otherwise by the ESA. For greater certainty and except as minimally required otherwise by the ESA, the Executive shall be deemed to be no longer actively employed by the Corporation as of the effective date of termination specified in the written notice of termination from the Corporation or the effective date of resignation specified in the written notice of resignation from the Executive and shall not be deemed to be employed during any period in which the Executive is, or will be, in receipt of compensation or other entitlements in lieu of notice of termination whether under contract, statute, common law or otherwise.
2.3Long-Term Incentive Bonus - Additionally, the Executive shall also be entitled to receive a long-term incentive payment (“LTI”) with a target of 150% annual Base Salary, and with a stretch target of up to 200%. The LTI will be paid in RSUs with the RSUs vesting over 3 years. The LTI may pay out from 0-200% of Base Salary. The amount of the Executive’s LTI will fluctuate based upon actual financial, operation and safety performance and is subject to Board approval at its sole discretion. All terms and conditions set out in i-80 Gold’s Omnibus Share Incentive Plan will apply.
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2.4Equity Incentive Awards - The Executive shall be entitled to participate in certain of the Corporation's equity compensation plans (the "Equity Compensation Plans"), including the restricted share unit plan of the Corporation. Annual incentive awards ("Awards") provided under the Equity Compensation Plans, including the restricted share units will be determined at the discretion of the Compensation Committee of the Board and shall be treated in accordance with the applicable Equity Compensation Plan terms and any Award agreement.
Except as may be otherwise provided for herein, the Executive specifically acknowledges and agrees that in the event that he resigns, or his employment is terminated by i-80 Gold for Cause (as defined below in Section 3.2), the Executive shall only be eligible to exercise any Awards that vested on or prior to the effective date of his resignation or termination of employment in accordance with the terms and conditions of the applicable Equity Compensation Plan. Except as may be otherwise provided for herein, the Executive acknowledges that any Awards that remain unvested as of the effective date of his resignation or termination of employment for Cause shall be immediately cancelled and shall not be exercisable by the Executive thereafter. The Executive specifically acknowledges and agrees that he shall not be eligible to receive any compensation whatsoever arising out of the cancellation of: (i) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment (with or without Cause) that the Executive fails to exercise following such resignation or termination in accordance with the terms of the applicable Equity Compensation Plan and the Award agreement; (ii) any Award that had vested on or prior to the effective date of the Executive's resignation or termination of employment if the Toronto Stock Exchange (or other principal stock exchange on which the shares of the Corporation are then listed) should, for any reason, require the Corporation to cancel or otherwise prevent, or in any way restrict, the exercise of such Awards; and (iii) any Award that is cancelled upon the Executive's resignation or termination of employment for Cause.
2.5Restricted Stock Units (“RSUs”) – The Executive shall be granted US $1,500,000 of restricted stock units as of the Executive’s start date with the number of units determined based on the closing price of the Company’s common shares on the NYSE on the day before the start date. The RSUs will vest over a 3-year period. In the event of a change of control or a termination without “Cause” (defined below), the vesting of the RSUs will be accelerated. The pricing of the RSU grants set out above remain subject to any NYSE or TSX rules and approval. Any equity grants will be subject to the terms and conditions of i-80 Gold’s Omnibus Share Incentive Plan.
2.6Benefits - The Executive shall be eligible to participate in any group benefit plans that are provided by i-80 Gold to its employees in accordance with the terms and conditions of such plans. Benefits including health, dental, vision, disability and life insurance are among the employee benefits offered. Benefits will commence as soon as possible subject to the terms and conditions of the Company’s benefit carrier(s). The Executive acknowledges and agrees that i-80 Gold has the right to amend or discontinue such plans, or to change benefits carriers, from time to time in its sole discretion.
2.7Vacation - The Executive shall be eligible for twenty-five (25) days of paid vacation in each calendar year. The Executive’s first year of annual vacation will be prorated based on the Executive’s start date. Vacation shall be taken by the Executive in the year in which it is earned, and, unless otherwise approved in writing by i-80 Gold, the Executive may carry over only a maximum of ten (10) business days of vacation time into any subsequent year. Any vacation time that is carried over by the Executive must be used within the subsequent calendar year or it will be forfeited by the Executive without payment, subject to any minimum requirements under the ESA.
The Executive shall take his vacation at a time or times reasonable for each of the Parties in the circumstances, taking into account the staffing requirements of the Corporation and the need for timely performance of the Executive's responsibilities.
2.8Expenses - The Executive shall be also reimbursed for reasonable and proper expenses incurred by him in connection with the performance of the Executive's duties and responsibilities hereunder. i-80 Gold shall reimburse the Executive for any business expenses that are actually and properly incurred by him in accordance with the Corporation's normal expense policies and/or practices, as they are amended from time to time, and upon the Executive providing appropriate receipts or other vouchers in support of the claim for reimbursement.
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2.9Directors and Officers Liability Insurance - The Executive shall receive coverage under the Corporation's liability insurance policy for directors and officers in accordance with the terms of such policy, as it may be amended by i-80 Gold from time to time.
3.Termination of Employment
3.1Termination by Executive - The Executive may resign his employment at any time upon giving i-80 Gold at least three (3) months of prior written notice of the Executive's resignation. In its sole discretion, i-80 Gold may waive all or part of such notice period in whole or in part by providing the Executive with pay in lieu of notice to the intended date of resignation. The Executive agrees that he shall have no entitlement to further compensation except for unpaid Base Salary, vacation earned up to the effective date of his resignation, reimbursement for all eligible expenses that have been incurred by the Executive and remain owing as of the effective date of termination upon the Executive's provision of proper vouchers or receipts, or any other wages or other minimum entitlements under the ESA which are due and owing to the Executive on the effective date of his resignation (the "Accrued Entitlements"). In circumstances where i-80 requires the Executive to provide working notice during the Executive’s resignation notice period, then the Executive shall be entitled to any STI earned by the Executive in the calendar or fiscal year immediately preceding the cessation of employment if any amounts remain outstanding All of the Executive's benefits and any other allowances or perquisites shall immediately cease upon the effective date of the Executive's resignation. Waiver of notice will not constitute termination of the Executive's employment by the Corporation.
3.2Termination for Cause - i-80 Gold and the Executive agree that this Agreement and the employment of the Executive may be terminated by the Corporation, for cause, on the following terms:
3.2.1if the Executive is guilty of cause under the ESA (currently defined as willful misconduct, disobedience or willful neglect of duty that is not trivial and has not been condoned by the Corporation), without notice, pay in lieu of notice, statutory severance pay, or any other compensation or entitlements either by way of anticipated earnings or damages of any kind, except for (A) the Accrued Entitlements; and (B) and any other minimum statutory entitlements owing to the Executive under the ESA; or
3.2.2if the Executive is terminated for any reason that constitutes just cause at common law but does not constitute cause under Section 3.2.1 above, by providing the Executive with only: (A) the Accrued Entitlements; (B) the minimum amount of working notice of termination or payment of the Executive's regular wages in lieu of notice (or a combination in the Corporation's discretion), prescribed by the ESA; (C) statutory severance pay, if any, prescribed by the ESA; (D) the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the Executive by the Corporation immediately before the termination of the Executive's employment until the later of: (1) the effective termination date; and (2) the date the minimum statutory notice period prescribed by employment standards legislation ends; and (E) any other minimum statutory entitlement owing to the Executive under employment standards legislation.
3.3Cessation of Employment upon Death - The Parties agree that the Executive's employment shall cease, and this Agreement shall terminate, automatically upon the Executive's death. In the event that the Executive's employment ceases pursuant to this section, the Executive (or the Executive's estate) shall be eligible to receive (A) his Accrued Entitlements; and (B); any other minimum statutory entitlements that may be owing to the Executive under the ESA, without duplication.
3.4Termination Without Cause – The Corporation may terminate the Executive's employment without cause by providing the Executive with:
3.4.1at the Corporation's discretion, either (collectively, the "Termination Period"):
(a)working notice of a maximum of twelve (12) months (the "Notice Period"), in which case the Executive will continue to perform the Responsibilities and Duties until expiration of the working notice period during which the Executive shall continue to be entitled to all elements of Compensation and Benefits as set out herein;
(b)payment in lieu of such working notice equal to a maximum of twelve (12) months (the "Termination Payment"), in which case the Executive's employment with the
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Corporation will be terminated immediately upon receiving notice from the Corporation; or
(c)a combination of both, at the Corporation's discretion up to a maximum of twelve (12) months;
3.4.2during any part of the Termination Period in which the Corporation provides the Executive with the Notice Period, then:
(a)any minimum statutory severance pay as prescribed by the ESA at the end of such Notice Period in order for the Corporation to be compliant with the minimum statutory standards of the ESA; and
(b)the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the Executive by the Corporation as of the date notice of termination is delivered to the Executive for the duration of the Notice Period, to the extent they are available;
3.4.3during any part of the Termination Period in which the Corporation provides the Executive with Termination Payment:
(a)the Executive will continue to receive only his then Base Salary accrued and owing up to and including the effective date of termination, to be paid as a salary continuance or as a lump sum payment at the Corporation's sole discretion; and
(b)the benefit plan contributions necessary to maintain the Executive’s participation for the minimum statutory notice period prescribed by the ESA in all benefit plans provided to the Executive by the Corporation immediately before the termination of the Executive’s employment will be continued; and
(i)to the extent permitted by its carriers, i-80 Gold shall also continue to pay its share of any premium contributions to any group benefits for the remainder of Termination Period for which the Executive was eligible as of the date that is immediately prior to the date that notice of termination is provided pursuant to this Agreement; or
(ii)in the event that i-80 Gold is not permitted by its carriers to continue any group benefit for the entire Termination Period (including, for certainty, life insurance and disability coverage, if such coverage is provided to the Executive by i-80 Gold), i-80 Gold shall provide the Executive with a lump sum payment equal to the cost of the benefit premiums (calculated as of the date that is immediately prior to the date of termination) that i-80 Gold would have paid to provide the benefit to the Executive for the remaining part of the Termination Period;
3.4.4i-80 Gold shall provide, , a lump sum payment in circumstances of a termination pursuant to 3.4.1(b) above, or, at its sole discretion in circumstances of a termination pursuant to 3.4.1(a) above, may provide either a lump sum payment or payments in equal installments that are added to the salary continuation payments referred to in paragraph 3.4.1 above:
(a)any STI earned by the Executive in the calendar or fiscal year immediately preceding his termination if any amounts remain outstanding; and
(b)an amount that is equal to the average annual STI earned by the Executive over the two-year period immediately prior to the Executive's termination of employment in full and final satisfaction of his eligibility to earn any STI during the Termination Period;
3.4.5regardless of whether the Executive is entitled to the Notice Period or Termination Payment, or a combination thereof, the Executive will not be entitled to any further claim or any other rights or damages to any bonus or incentive compensation for any period thereafter,
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whether by way of general or specific damages and whether in contract, statute, common law or otherwise, then as set out above;
3.4.6awards that have been previously granted to the Executive that have not yet vested shall immediately vest and be exercisable by the Executive or redeemed (as applicable) in accordance with the terms and conditions of the applicable Equity Compensation Plan, notwithstanding any term or condition to the contrary that is contained in the applicable Equity Compensation Plan (or in the applicable Award agreement) or in this Agreement;
3.4.7the Accrued Entitlements;
3.4.8any other minimum statutory entitlements that may be owing to the Executive under the ESA, without duplication; and
3.4.9for greater certainty, except as specifically provided for herein, or as minimally required by the ESA, the Executive shall not be eligible to receive payment or compensation for any other benefits, allowances, perquisites or other remuneration during any part of the Termination Period in which pay in lieu of notice is provided to him by i-80 Gold.
3.5Termination Following a Change of Control - In the event of your termination without cause within 12 months following a Change of Control, or your resignation due to a material diminution in your compensation or duties within 12 months following a Change of Control, you will be entitled to two times your annual Base Salary and two times your average annual STI for the prior two years.
3.6For the purposes of this Agreement:
3.6.1"Change of Control" is defined as:
(a)any Person or group of Persons acting jointly or in concert within the meaning of the Securities Act (Ontario) (in this paragraph, an "Acquiror"), other than through an offering of securities undertaken with the approval of the Board, acquires control or is deemed to acquire control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and associates (within the meaning of the Business Corporations Act (Ontario)) and affiliates of the Acquiror to cast or to direct the casting of more than 50% of the votes attached to all of the outstanding Voting Securities of the Corporation which may be cast to elect directors of the Corporation (regardless of whether a meeting has been called to elect directors);
(b)the shareholders of the Corporation approve all resolutions required to permit any Person or group of Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) to accomplish the result described in subparagraph (a) above, even if the securities have not yet been issued or transferred to, or acquired by, that Person or group of Persons;
(c)the Corporation shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Corporation shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Corporation and the subsidiaries thereof as at the end of the most recently completed financial year of the Corporation or (B) which during the most recently completed financial year of the Corporation generated, or during the then current financial year of the Corporation are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and the subsidiaries thereof, to any Person or group of Persons (other than one or more subsidiaries of the Corporation), in which case the Change in Control shall be deemed to occur on the date of the transfer of the property of assets representing one dollar more than 50% of the
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consolidated assets in the case of clause (A) or 50% of the consolidated operating income or cash flow in the case of clause (B), as the case may be;
(d)the shareholders of the Corporation approve all resolutions required to permit any Person or group of Persons to accomplish the result described in subparagraph (c) above, even if the transfer has not been completed;
(e)Incumbent Directors cease to constitute a majority of the Board (which, for the purposes of this paragraph, an "Incumbent Director" shall mean any member of the Board who is a member of the Board immediately prior to the occurrence of a contested election of directors of the Corporation); or
(f)the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Change of Control has occurred, or that such a Change of Control is imminent, in which case, the date of the Change of Control shall be deemed to be the date of such resolution.
3.6.2"Voting Securities" is defined as the common shares of i-80 Gold and any other shares entitled to vote for the election of directors of the Corporation and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors of the Corporation including any options or rights to purchase any such shares or securities.
3.7Full and Final Satisfaction - The notice of termination and/or payments in lieu of such notice provided to the Executive pursuant to Sections 3.3 or 3.4 or 3.5 above are inclusive of any and all statutory and other obligations that i-80 Gold has to the Executive arising out of the termination of his employment. The Parties understand and agree that the notice and/or payments set out in Sections 3.3 or 3.4 or 3.5 above will be provided in full and final satisfaction of i-80 Gold's obligations to the Executive upon the termination or cessation of his employment, and that in exchange for this notice and/or these payments, the Executive agrees to sign and return a Full and Final Release to i-80 Gold, in favour of i-80 Gold (and its directors, officers, employees and agents) in a form acceptable to i-80 Gold. Further, the Executive acknowledges and agrees that upon receipt by him of the notice and/or payments set out in Sections 3.3 or 3.4 or 3.5 above, i-80 Gold will have no further or other liability to the Executive whatsoever. If the Executive does not sign and return the Full and Final Release in favour of i-80 Gold, then the Executive will only be entitled to the Executive’s minimum entitlements under the ESA.
3.8Resignation as Director or Officer - In the event that the Executive is a director or an officer of i-80 Gold or any of its subsidiaries or affiliates as at the date that this Agreement and the Executive's employment is terminated for any reason whatsoever, the Executive undertakes to immediately tender his resignation in writing from any position that the Executive holds as a Director or an Officer of i-80 Gold or any of its subsidiaries or affiliates, and that such resignation shall be effective upon the date of the Executive's resignation or termination, or the date that the Executive's employment ceases by reason of death or disability.
3.9Return of i-80 Gold Property and Confidential Information - Upon the termination of the Executive's employment for whatever reason, or otherwise upon the request of i-80 Gold, the Executive agrees to immediately surrender to i-80 Gold any of the Corporation's property in his control or possession, including, without limitation, any access passes, equipment, corporate credit cards, cellular telephone/BlackBerry, laptop computer, keys, and any Confidential Information together with any copies or reproductions thereof and, further, the Executive undertakes to delete and destroy any files on any computer system, retrieval system or database that is not in the possession or control of the Corporation that may contain any Confidential Information belonging to i-80 Gold or to any of its subsidiaries or affiliates.
4.Non-Disclosure, Non-Competition and Non-Solicitation
4.1For the purposes of this Agreement:
4.1.1"Competitive Entity" means any Person that is engaged in the mining, exploration or development of precious or base metal mineral resources or projects anywhere in the Restricted Area.
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4.1.2"Confidential Information" means any confidential or proprietary information belonging to i-80 Gold or to any of its subsidiaries or affiliates, including, without limitation:
(a)any information concerning any resource property or technical information concerning any resource property in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest;
(b)any operational, scientific or technical information, including production, resource and reserve information, technical drawings and designs, assay results and drilling results;
(c)any information relating to the operating results, borrowing arrangements or financial information, including cost and performance data, capital structure, and holdings of investors;
(d)any information which is generally regarded as confidential or proprietary by the Corporation or its Board;
(e)any information contained in any of the Corporation's written or oral policies and procedures or employee manuals, and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations; and
(f)any information belonging to suppliers, customers, vendors, subsidiaries or affiliates of the Corporation which the Corporation has agreed to hold in confidence or that is subject to a confidentiality agreement between i-80 Gold and any third party.
For greater clarity, Confidential Information shall not include any information that: (i) is as of the Effective Date or subsequently becomes generally available to the public, other than through a breach of this Agreement, (ii) becomes available to the Executive on a non-confidential basis from a source other than i-80 Gold or its subsidiaries or affiliates, provided that such information is not subject to an existing confidentiality agreement between any third party and i-80 Gold or any of its subsidiaries or affiliates, or (iii) is required to be disclosed by operation of law or by the decision or order of a court or administrative tribunal of competent jurisdiction.
4.1.3"Person" means any individual, firm, corporation, association, limited liability company, unlimited liability company, partnership, or any other legal or business entity.
4.1.4"Restricted Area" means (i) the resource properties in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest in such property as of the date that this Agreement; and (ii) the geographic area contained within one kilometer from the exterior boundaries of any resource property in which i-80 Gold or any of its subsidiaries or affiliates has an ownership or other interest or an option to acquire title or an interest on the date that this Agreement terminates for any reason.
4.2Non-Disclosure of Confidential Information - The Executive agrees that during his employment, the Executive has been, and will continue to be, given access to and entrusted with, Confidential Information. The Executive further agrees that this Confidential Information is the exclusive property of i-80 Gold, and that i-80 Gold has the right to protect and maintain its Confidential Information. Accordingly, the Executive agrees that without the prior written consent of i-80 Gold, at any time during the Executive's employment or following the termination of this Agreement, however caused, he shall not directly or indirectly communicate or disclose to any Person, or use for any purpose other than in furtherance of the i-80 Gold's business, any of the Confidential Information.
4.3Non-Competition - The Executive acknowledges that the Executive's services are unique and extraordinary, and that his key position will give the Executive access to Confidential Information of substantial importance to i-80 Gold. Accordingly, the Executive hereby covenants and agrees that, during the Executive's employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, without the prior written approval of i-80 Gold, either individually or in partnership or jointly or in conjunction with any Person as employee, principal, agent, shareholder (other than as a holder of not more than five percent (5%) of the total stock of any publicly-traded entity) or in any other manner whatsoever, be employed or retained by, be engaged in or connected with in the capacity similar to a role held by the Executive in the twelve (12) months' preceding
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his termination (however caused and for any reason), have any interest in, or lend his name to, any Competitive Entity that has an ownership or other interest in any property in the Restricted Area or is operating in the Restricted Area.
The Parties agree that nothing in this paragraph shall prevent the Executive from any ongoing involvement with any of the entities listed in Schedule "B" to this Agreement.
4.4Non-Solicitation of Employees and Contractors - The Executive agrees that, during his employment and for a period of twelve (12) months following the termination of this Agreement, however caused, the Executive will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person:
4.4.1induce or solicit for employment or association, or assist any Person to induce or solicit any Person who:
(a)is employed or retained by i-80 Gold as an employee;
(b)is engaged or retained by i-80 Gold as a consultant; or
(c)is engaged or retained by i-80 Gold as an independent contractor.
4.5Fiduciary Obligations - The Executive acknowledges that the restrictive covenants contained in this Agreement are in addition to any obligations which the Executive may now or may hereafter owe to i-80 Gold (including any fiduciary or other obligations at common law), and that the obligations contained in this Agreement do not replace any rights of i-80 Gold with respect to any such other common law duties owed to the Corporation by the Executive.
4.6Restrictions Reasonable - The Executive acknowledges that the limitations of time, geography and the definition of Competitive Entity set out in this Agreement are reasonable and necessary to protect the legitimate business interests of i-80 Gold. The Executive agrees that these limitations are not unduly restrictive of him, and will not prevent him from obtaining alternate employment or earning a living. The Executive further agrees that these covenants are necessary to protect the goodwill and other proprietary interests of i-80 Gold and its subsidiaries and affiliates, given that the Executive has had access to and is familiar with the affairs, trade secrets, business plans, and Confidential Information of i-80 Gold and its subsidiaries and affiliates. The Executive specifically agrees to the restrictive covenants contained in Article 4 as a term and condition of his employment with i-80 Gold, and acknowledges that he has received good and adequate consideration for providing the restrictive covenants contained herein.
4.7Injunctive Relief - The Executive acknowledges that his breach or threatened breach of any provision of Article 4 will cause i-80 Gold to suffer irreparable harm that cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that i-80 Gold shall be entitled, in addition to any other relief available to it in law or in equity, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. The Executive covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to i-80 Gold of any other remedy.
4.8Survival - The provisions of Article 4 shall survive the termination of this Agreement and/or the employment of the Executive with i-80 Gold, irrespective of how such termination is caused.
5.Notices
5.1Notices - Any demand, notice or other communication to be made or given in connection with this Agreement shall be made or given by (i) personal delivery, (ii) mailed by registered mail, postage prepaid with return receipt requested, (iii) delivered by overnight or same-day courier service, or (iv) facsimile or email transmission, to the address set forth below or at such other address as designated by notice by either party to the other. Notices delivered personally or by overnight or same-day courier service are deemed to be given and received as of the date of actual receipt. Notices mailed by registered mail are deemed to be given and received five business days after mailing. Notices delivered by facsimile or email transmission are deemed to be given and received on the next business day following the date that the facsimile or email transmission is sent.
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To i-80 Gold Corp.:
5190 Neil Road, Suite 460, Reno, Nevada 89502

Attention:    Richard Young, CEO
Telephone:    416-312-1737
Email:        ryoung@i80gold.com
To the Executive:
Richard Young
116 Paliser Court
Oakville, Ontario L6K 2H1
Telephone: 416-312-1737    
Email:    ryoung@i80gold.com    
Any party may change its address for service from time to time by providing written notice to the other party in accordance with this Section 5.1, and any subsequent notice shall be sent to such party at its amended address.
6.General Provisions
6.1Entire Agreement - This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements, understandings, negotiations and discussions between them, whether oral or written, relating to the subject matter hereof. The Executive specifically agrees that this Agreement shall, and is intended to, supersede and replace any existing or previous agreements relating to the Executive's employment or to his post-employment obligations. There are no conditions, warranties, representations or other agreements between the Parties (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.
6.2Other Business Activities – The Executive agrees that he shall not undertake any additional business or occupation or become a director, officer, employee or agent of any other entity without obtaining prior written approval from the Corporate Governance and Nominating Committee of i-80 Gold. The Executive confirms that he does not presently have any existing external roles as a director, officer, employee or consultant that will continue beyond the Executive’s start with i-80 Gold.
6.3Currency – Unless otherwise stated herein, all monetary amounts discussed are in United States Dollars.
6.4Amendment and Waiver - No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived
6.5Statutory Deduction – All amounts payable under this Agreement are subject to applicable statutory deductions and withholdings.
6.6Severability - Each article, Section and paragraph of this Agreement is a separate and distinct covenant and is severable from all other separate and distinct covenants. If any covenant or provision herein contained is determined to be void or unenforceable in whole or in part, it shall be deemed severed from this Agreement and such determination will not impair or affect the validity or enforceability of any other covenant or provision contained in this Agreement. The remaining provisions of this Agreement will be valid, enforceable and remain in full force and effect.
6.7Change in Terms and Conditions – The Executive agrees that the terms of this Agreement shall govern the Executive's employment with the Corporation, regardless of the length of the Executive's employment or any changes to the Executive's terms of employment, and regardless of whether any such change is material or otherwise.
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6.8Independent Legal Advice - The Executive acknowledges that he has read and understands the terms of this Agreement. The Executive further acknowledges that he has had a sufficient opportunity to obtain independent legal advice prior to entering into this Agreement.
6.9Assignment - This Agreement may be assigned by i-80 Gold to any third party in connection with any sale, merger, amalgamation or other corporate restructuring or reorganization of i-80 Gold, provided that there is no material change in any of the terms and conditions of the Executive's employment and/or this Agreement. The Executive may not assign this Agreement or any of the Executive's rights and obligations hereunder.
6.10Governing Law - This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario. The Parties also hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any action, dispute, claim or proceeding arising out of this Agreement.
6.11Headings - The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
6.12Counterparts - i-80 Gold and the Executive agree that this Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original (including any counterpart that is executed by a party and is transmitted to the other party by facsimile or email transmission), and all of which when taken together constitute one and the same instrument.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
DATED AT Toronto, Ontario, this 7th day of October, 2024.
SIGNED, SEALED AND DELIVERED in the )
presence of: )
)
)
Witness ) Richard Young
DATED AT Toronto, Ontario, this 7th day of October, 2024
) i-80 GOLD CORP.
)
)
)
) Ronald Clayton
) Chairman

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SCHEDULE "A" - DUTIES AND RESPONSIBILITIES
I80 GOLD CORP


POSITION DESCRIPTION FOR CHIEF EXECUTIVE OFFICER
INTRODUCTION
The Board of Directors (the ‘‘Board’’) of i80 Gold Corp (‘‘i80’’) has determined that, on the recommendation of the Corporate Governance and Nominating Committee, i80 should adopt a formal position description for the Chief Executive Officer of i80 in accordance with the provisions of National Policy 58-201 — Corporate Governance Guidelines.

APPOINTMENT
The Board will appoint the Chief Executive Officer of i80 on such terms and conditions as the Board deems advisable.
The appointment of the Chief Executive Officer will be evidenced by an employment agreement to be entered into between i80 and the Chief Executive Officer and approved by the Board.

DUTIES AND RESPONSIBILITIES
The Chief Executive Officer will be responsible for the day-to-day management of the business and affairs of i80. The duties and responsibilities of the Chief Executive Officer as they relate to the following matters, are as follows:
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Leadership and Governance
provide overall leadership to manage i80 in the best interests of its shareholders and i80 as a whole;

provide leadership, in conjunction with the Board, in establishing i80’s strategic direction, annual business
plans and budgets;

regularly work with Board Chair, and the other directors of the Board, to ensure that directors are being
provided with timely and relevant information necessary to discharge their statutory duties and
responsibilities;

ensure that matters requiring decisions by the Board are brought to the Board’s attention in a timely fashion;
devote substantially all of his working time to the business and affairs of i80; and

have a thorough understanding of the political, cultural, legal and business environments of the Company.

Corporate Social Responsibility
provide overall leadership to management in support of i80’s commitment to corporate social responsibility;
set the ethical tone for i80 and its management, including:
overseeing the administration and implementation of, and compliance with, i80’s policies and procedures;
taking all reasonable steps to satisfy the Board as to the integrity of the Chief Executive Officer and other senior officers;
taking all reasonable steps to satisfy the Board that the Chief Executive Officer and other senior officers create a culture of integrity throughout i80; and
fostering ethical and responsible decision making by management;
Strategic Planning
on an annual basis, ensure the development of a strategic plan for i80 to maximize shareholder value and
recommend the plan to the Board for consideration;

ensure the implementation of the strategic plan approved by the Board and report to the Board in a timely
fashion on progress;

Business and Organizational Management
ensure the development of an annual business plan and budget that supports the strategic plan and
recommend the plan and budget to the Board for consideration;

manage the day-to-day business and affairs of i80 in accordance with the annual business plan and budget
approved by the Board;

ensure the implementation of the annual business plan and budget within the delegations and general approval
guidelines for management established by the Board;
approve all commitments within the limits of delegated general authority guidelines;

identify, develop and maintain all shareholder, business, political and stakeholder contacts and relationships
necessary to facilitate the implementation of the strategic plan;

implement all policies adopted by the Board to ensure maintenance of the highest standards of business
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conduct and ethics, as well as full compliance with all applicable laws, rules and regulations and corporate
reporting and disclosure requirements;

ensure the efficient acquisition and allocation of the financial, human and other resources required by i80 to
implement and achieve its strategic plan and ensure the implementation of effective control, monitoring and
performance standards and systems relative to the utilization of all corporate resources;

Risk Management and Disclosure
on an annual basis, and more frequently as required, identify, and review with the Board, the principal business
risks associated with i80’s business and design and implement appropriate systems and procedures to
effectively monitor, manage and mitigate such risks;

have a sufficient understanding of legal, regulatory, political and cultural risks impacting the company and
evaluate these risks in the context of the specific emerging market;

ensure the accuracy, completeness, integrity and appropriate disclosure of i80a’s financial statements and
other financial information through appropriate policies and procedures;

establish and maintain i80’s disclosure controls and procedures through appropriate policies and procedures;
establish and maintain i80’s internal controls over financial reporting through appropriate polices and
procedures;

ensure that i80 complies with all regulatory requirements for financial information, reporting, disclosure
requirements and internal controls over financial reporting;

provide required regulatory certifications regarding the business and affairs of i80;

ensure the appropriate and timely disclosure of material information, in consultation with the Board
established pursuant to i80’s Corporate Disclosure Policy;

develop and implement an effective communications policy and program designed to facilitate the
implementation of i80’s strategic plan; and

Other Duties
carry out such other duties and responsibilities as the Board may request from time to time.

Original Approval Date: October 7, 2024
Approved by: Corporate Governance and Nominating Committee
Board of Directors
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EX-14.1 26 ex141i-80codeofethicsbusin.htm EX-14.1 Document
  image_12a.jpg
 www.i80gold.com
1.866.525.6450
1.775.525.6450


5190 Neil Road, Suite 460
Reno, Nevada 89502

Exhibit 14.1
CODE OF ETHICS AND BUSINESS CONDUCT
1.Objectives
i-80 Gold Corp. (including its subsidiaries and controlled entities, the "Company") is committed to a culture of honesty, integrity and accountability and strives to operate its business in accordance with the highest ethical standards and applicable laws, rules and regulations, including all applicable stock exchange rules. This Code of Ethics and Business Conduct (the "Code") provides a framework of guidelines and principles to govern and guide all directors, officers and employees of the Company in their performance of their duties and in conducting our business. It was adopted in order to:
•promote honest and ethical conduct, including handling of actual or apparent conflicts of interest;
•promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with Canadian securities regulators and the US Securities and Exchange Commission (the "SEC") and in all other public communications made by the Company;
•promote compliance with applicable governmental laws, rules and regulations;
•promote the protection of Company assets, including corporate opportunities and confidential information;
•promote fair dealing practices;
•deter wrongdoing; and
•ensure accountability for adherence to the Code.
2.Scope
This policy applies to: (i) all directors, officers, employees of the Company, including its wholly owned or controlled subsidiaries; (ii) consultants, agents and representatives, including advisors engaged by the Company who are advised of this Code, collectively, “Covered Persons”. Business partners and suppliers are expected to act in accordance with this policy as it relates to their supply of goods and services to the Company. For purposes of this Code, “Employees” shall be considered to include officers and employees of the Company and its wholly owned or controlled subsidiaries.
3.Duties and Responsibilities of Covered Persons
Covered Persons must not only comply with applicable laws, rules and regulations but also must engage in and promote honest and ethical conduct and abide by the policies and procedures that govern the conduct of the Company's business. Specifically, it is the responsibility of each Employee to help to create and maintain a culture of high ethical standards and commitment to compliance, and, in the case of directors and officers of the Company, maintaining a work environment that encourages Employees to raise concerns to the attention of management and promptly addressing employee compliance concerns.
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The Code is not meant to be a complete list of all legal and ethical obligations of Covered Persons. This Code and other Company policies contain rules that all Covered Persons must follow, but there may be issues that arise that are not explicitly addressed by this Code or Company policies. As such, all Covered Persons are expected to apply good judgment and to identify any issue or circumstance that may compromise the ethical integrity of the Company. When faced with a situation that may violate the spirit or intent of this Code or a Company policy, ask yourself the following questions:
•Is it legal?
•Is it permitted by the Code and our Company policies?
•How would it be viewed by the press, our shareholders, and others who have an interest in our ethical conduct?
•Is it the “right thing”?
If you are unsure or you do not know how to answer these questions, you have options – contact your manager, a member of executive management, or a member of the Board and seek their advice or simply file a report as outlined in Section 4 below. By getting help early, you might be able to prevent problems. By reporting your concerns, you might be able to contain problems. By always keeping in mind this Code, you will be able to help the Company, and your fellow employees do the right thing and adhere to the Code.
It is the responsibility of each Covered Person to become familiar with the principles set out in this Code and to integrate them into every aspect of the business of the Company.
4.Reporting Responsibilities
Employees are expected to report all situations (including actual or potential) of non-compliance with this Code, and those to whom they report are under a similar obligation to act. Remaining silent or declining to act on reports which you have good reason to believe are legitimate is considered a violation of the Code and will result in disciplinary action up to and including possible termination.
You have a number of options on how and to whom to report suspected violations. The Company’s Whistleblower policy outlines how to report any potential or actual violations of this Code and how they will be investigated and resolved. In most cases, the first step is usually to consult with your immediate supervisor. If you are unsure, do not hesitate to contact the Head of HR, the Compliant Officer, the President & COO, the CFO or the CEO of the Company for guidance. If you are not satisfied with the response or uncomfortable with those options, the Company’s whistleblower hotline is 1.866.939.2303 or whistleblower email is whistleblower@i80gold.com. Reporting and investigations under the Whistleblower policy are to be administered in accordance with the following:
Report in person, in writing or via telephone – as per above, you can report your concerns in person to the persons noted above, or communicate your concerns electronically or telephonically.
Confidentiality – subject to the form of reporting, you can remain anonymous or request that your identity not be shared beyond the person(s) you have initially provided the reported concern to. The Comany strives to maintain confidentiality to the greatest degree possible.
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Audit Committee Investigation - any suspected violations of this Code that may constitute a “Legal or Accounting related Matter”1 as defined in the Company’s Whistleblower policy shall be forthwith reported to the Chair of the Audit Committee (even if also reported to the Compliance Officer or another member of senior management);
No retaliation - The Company will not tolerate retaliation against any individual who in good faith seeks advice, raises a concern or reports actual or suspected misconduct. However, false or misleading reports made in bad faith are prohibited and will be subject to disciplinary action up to and including termination.
5.Company Commitments
(a)Employee Safety – The Company is committed to providing a safe and healthy workplace. Everyone shares this responsibility. We can minimize the chances of anyone being hurt on the job by following the law and good safety practices, including the following.
i.Understand the hazards in your work environment.
ii.Immediately report any unsafe condition to your supervisor.
iii.Ensure that workers receive appropriate safety training.
iv.Always wear the proper protective equipment.
v.Violence and threatening behavior are not permitted.
vi.Employees must report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.
(b)Environment free of Harassment and Discrimination - It is the policy of Company to afford equal opportunity to all qualified applicants and employees regardless of race, color, religion, sex, sexual orientation, age, national origin, disability, or veteran status, and to conform to applicable laws and regulations. This policy of equal opportunity encompasses all aspects of employment, promotion and transfer, selection for training opportunities, wage and salary administration, work environment, and employee benefit plan programs.
Furthermore, the Company is committed to a work environment in which all individuals are treated with respect and dignity. Each individual has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment.
(c)Confidentiality – it is the Company's policy to ensure that all operations, activities and business affairs of the Company and our business associates are kept confidential to the greatest extent possible. Confidential information includes all non-public information that might be of use to competitors, or that might be harmful to the Company or its customers if disclosed.
1 Legal or Accounting Matters are defined as (i) questionable accounting practices, inadequate internal accounting controls or coercion relating to auditing matters; (ii) actual or potential violations of any applicable law; and (iii) other suspected wrongdoing, including conduct prohibited under the Code of Conduct relating to fraud or potential fraud against shareholders.
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6.Conflicts of Interest
Employees have a duty of loyalty to the Company and are therefore expected to always act in its best interest at all times. A conflict arises when the personal interests or activities of an employee influence or have the potential to influence the exercise of his or her judgment in the performance of his or her duties. Conflicts of interest and even the appearance of a conflict of interest may compromise the Company's reputation and must be avoided.
The Company respects its Employees' right to privacy in their personal activities and financial affairs. It is the responsibility of each Employee to ensure that his or her personal conduct complies with the following principles, which are not intended to address every potential conflict situation.
(a)Outside Employment - All Employees are expected to dedicate their full working time and attention and exert their best efforts, knowledge and skill and energy to their employment relationship with the Company and may not participate in outside employment, self-employment, or serve as officers, directors, partners or consultants for outside organizations, without prior written approval of the Company.
(b)Employment or Other Engagement of Family Members - Employment or other contractual engagement by the Company of more than one family member at a Company mine or project site or office is permissible, but conflicts of interest should be avoided. The direct supervision of one family member by another is not permitted unless otherwise authorized by either the CEO or the Head of Human Resources. Except for summer and co-op students, indirect supervision of a family member by another is also discouraged and requires the prior approval of either the CEO or Head of Human Resources. If allowed any personnel actions (including, for example, promotions or changes in responsibilities) affecting the company representative must also be reviewed and endorsed by the forenamed executives. Any approvals described above must be made in writing and must be retained for at least three years once made.
(c)Affiliation with a Competitor, Supplier or Customer - Employees may not act as directors, officers, consultants, advisors or agents of entities that directly compete with the Company or are an actual or potential business partner of the Company without the prior approval of the board of directors of the Company (the “Board”). In addition, employees may not own, directly or indirectly, a beneficial interest in any of these entities unless an Employee is making an investment in securities that are listed on a national or international securities exchange and the total value of the investment is less than ten per cent of the value of the class of securities involved and the amount of the investment is not so significant that it would affect the Employee's business judgement on behalf of the Company.
(d)Corporate Opportunities - Employees owe a duty to the Company to advance its legitimate interests when an opportunity to do so arises. In this regard, Employees may not appropriate for their own use, or that of another person or organization, the benefit of any business venture or opportunity which they discovered through the use of Company assets, property, information or position, unless it is first offered to the Company and the Company decides not to pursue it.
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(e)Personal Benefits, Gifts, Bribes and Kickbacks - Employees may not use their position as an employee of the Company to derive or secure any personal, financial or other benefit for themselves or their relatives. An Employee may not solicit and/or accept any gift or favour from any competitor, supplier or customer except to the extent customary and reasonable in amount and not in consideration for any improper action by the recipient. The offering or accepting of bribes, payoffs or kickbacks made directly or indirectly to obtain an advantage in a commercial transaction are strictly prohibited.
(f)Loans - Loans by the Company to, or guarantees by the Company of obligations of, Employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company, or guarantees by the Company of obligations of, any director or executive officer are expressly prohibited.
(g)Reporting Conflict – All Covered Persons are required to promptly disclose any actual or potential conflict of interest to the Company. Any transaction, relationship or interest that could be expected to give rise to a conflict of interest should be reported. Actual or potential conflicts of interest involving a director or executive officer should be disclosed directly to the Chairman of the Board.
7.Protection and Proper Use of Corporate Assets
All Covered Persons are expected to protect the Company's assets and ensure they are used for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company's business and profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation in accordance with the provisions of Section 4 above.
The assets of the Company include information, equipment, office supplies, hardware, software, intellectual property and time. Such assets may not be used for personal benefit, nor may they be sold, borrowed or given away without proper authorization. Occasional personal use of certain corporate resources (e.g. computer, fax, e-mail) is acceptable where the interests of the Company are not adversely affected.
The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties. Employees are expected to consult a member of senior management if in doubt regarding the applicability of this section.
8.Confidentiality & Protection of Proprietary Information
Confidential and proprietary information about the Company or its business associates belongs to the Company, must be treated with strictest confidence and is not to be disclosed or discussed with others.
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Unless otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors, officers or employees of the Company or otherwise made known to the Company as a consequence of or through employment or association with the Company (including information originated by the director, officer or employee). This can include, but is not limited to, information regarding the Company's business, products, assets, processes, and services. It also can include information relating to research, development, drilling, exploration, inventions, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiations and business methods or practices.
The following are examples of information that is not considered confidential:
(a)Information that is in the public domain to the extent it is readily available;
(b)Information that becomes generally known to the public other than by disclosure by the Company or a director, officer or employee; or
(c)Information you receive from a party that is under no legal obligation of confidentiality with the Company with respect to such information.
We have exclusive property rights to all confidential and proprietary information regarding the Company or our business associates. The unauthorized disclosure of this information could destroy its value to the Company and give others an unfair advantage. You are responsible for safeguarding Company information and complying with established security controls and procedures. All documents, records, notebooks, notes, memoranda and similar repositories of information containing information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or our operations belong to the Company and shall be held by you in trust solely for the benefit of the Company, and shall be delivered to the Company by you on the termination of your association with us or at any other time we request.
9.External Communications & Disclosure Policy
It is very important that the information disseminated about the Company be both accurate and consistent. As such, the Board has designated the CEO, the President & COO, the CFO and the VP, Corporate Development & Strategy and Director of Investor Relations as the only spokespersons authorized to communicate with the media, industry analysts and the investment community on behalf of the Company. It is expected that such contact will be administered and managed by the CEO, or in his absence, another member of senior management so designated from time to time by the CEO. Any contact with the media and industry analysts must be guided by the Company’s Disclosure Policy.
The Company must disclose to the NYSE American, the TSX, current security holders and the investing public information that is required, and any additional information that may be necessary to ensure the required disclosures are not misleading or inaccurate. The Company requires you to participate in the disclosure process, which is overseen by the Disclosure Committee which is overseen by the CEO and the other members of senior management of the Company as set out in the Company’s Disclosure Policy. The disclosure process is designed to record, process, summarize and report material information as required by all applicable laws, rules and regulations.
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Participation in the disclosure process is a requirement of a public company, and full cooperation and participation by members of the Disclosure Committee, and, upon request, other Employees in the disclosure process is a requirement of this Code.
The above terms are only a summary of the restrictions and responsibilities placed on Covered Persons regarding external communications involving the Company and its affairs. The Company’s Disclosure Policy is applicable to all Employees, and under which all such Employees must confirm their understanding and compliance on an annual basis. Should you have any questions or concerns regarding the above, please consult the Disclosure Policy and contact a member of the Company’s senior management for further guidance.
10.Anti-Bribery and Anti-Corruption
The Company prohibits improper payments in all of its activities, whether these activities are with governments or in the private sector. Applicable United States and Canadian laws, including the Foreign Corrupt Practices Act, (United States) and the Corruption of Foreign Public Officials Act (Canada), make it illegal to make or offer to make improper payments to foreign officials (including political office holders, government officials and employees, officials of state-owned companies, political parties and candidates) to get or keep business or obtain any other business advantage. Further these laws make it illegal to conceal bribery in a company’s books or records.
The Company does NOT allow the giving of gifts, favours, personal advantages, loans or benefits of any kind to current or potential suppliers, customers, partners or government agencies (or their employees). It is also prohibited to use the services of a third party (e.g., an agent or representative) to bribe a public official, customer, supplier or partner indirectly, or to pay, offer or promise to pay anything of value to a third party to accomplish the same purpose. A mere offer or promise to pay a bribe is prohibited and will be treated with equal severity as an actual bribe. Any requests for such payments should be referred to the CEO or the SVP, General Counsel. This prohibition does not apply to gifts of nominal value as part of the normal exchange of hospitality between persons doing business together or exchanged as part of customary protocol. Any gift in this situation from Company requires pre-approval from your supervisor and must be of a nominal nature within generally accepted business practices.
The above terms are only a summary of the restrictions and responsibilities placed on representatives of the Company when acting on its behalf. The Company has adopted an Anti-Bribery and Anti-Corruption Policy applicable to all Covered Persons, and under which all such representatives must confirm their understanding and compliance on an annual basis. Should you have any questions or concerns regarding any of the above, please consult the Anti-Bribery and Anti-Corruption Policy and contact a member of executive management for further guidance.
11.Insider Trading or Tipping
In order to protect the investing public, securities laws in Canada and the United States make it illegal for those with material, non-public information to buy or sell securities (e.g., stocks, bonds, options). Violation of these laws may result in civil or criminal penalties.
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All Covered Persons who are aware of material, non-public information from or about the Company (an “insider”), are not permitted, directly or indirectly through family members, friends or other persons or entities, to: (i) buy or sell the Company’s securities; and (ii) pass on, tip or disclose non-public material information to others outside the Company, including to family and friends.
“Material information” means information that a reasonable investor would likely consider important in deciding whether to buy, sell, or hold a security. “Non-public information” might include, but not be limited to:
(a)Introduction of an innovative new process;
(b)Signing of confidentiality agreements;
(c)Accounting policies and estimates;
(d)Planned securities offerings;
(e)A change in senior management or auditor;
(f)Proposed acquisitions, mergers, joint ventures or divestitures;
(g)Strategic plans or information about significant changes or developments at Company; and
(h)Changes in financial forecasts or results.
Such buying, selling or trading of Company securities may be punished by discipline of up to and including termination of employment in addition to civil or criminal penalties.
The above terms are only a summary of the restrictions and responsibilities placed on Representatives when buying or selling Company securities or communicating (in any form) material, non-public information about the Company. The Company has adopted an Insider Trading Policy applicable to all Representatives, and under which all such Representatives must confirm their understanding and compliance on an annual basis. Should you have any questions or concerns regarding the above, please consult the Insider Trading Policy and contact a member of executive management for further guidance.
12.Use of E-mail and Internet Services
E-mail systems and Internet services are provided to help employees carryout their responsibilities. Incidental and occasional personal use is permitted, but use for personal gain or any improper purpose is not. Employees may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit messages, cartoons, jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed as harassment. “Flooding” the Company’s systems with junk mail and trivia hampers the ability of the systems to handle legitimate corporate business and is prohibited.
Employees' messages (including voice mail) and computer information are considered corporate property. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes. Employees should use good judgment, and should not access, send messages or store any information that he or she would not want to be seen or heard by other individuals.
13.Annual Certification
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All senior management employees of the Company and its subsidiaries will be required to personally certify that they understand their continuing obligation to comply with this Code on an annual basis and to disclose any known violations or perceived violations of the Code.
14.Review of Policy
The Corporate Governance & Nominating Committee will review this policy annually and recommend appropriate changes or enhancements to the Board to ensure that it remains aligned with evolving legal and regulatory requirements, industry standards, and best practices.
Approved, Amended and Restated: Corporate Governance & Nominating Committee
Board of Directors
Date: March 31, 2025
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5190 Neil Road, Suite 460
Reno, Nevada 89502

APPENDIX A
CODE OF ETHICS AND BUSINESS CONDUCT
ACKNOWLEDGEMENT OF RECEIPT

I __________________________, HAVE RECEIVED, READ, AND UNDERSTAND the i-80 Gold Corp. “Code of Ethics and Business Conduct” as amended and restated effective March 31, 2025, as well as the Company Policies listed below. I have been allowed the opportunity to discuss any questions I had with my manager or a member of Senior Management of the Company.
•Code of Business Conduct and Ethics;
•Insider Trading Policy;
•Whistleblower Policy;
•Corporate Disclosure Policy; and
•Anti-Bribery & Anti-Corruption Policy (together the “Policies”).
I hereby certify that I am in compliance with the Code.
I hereby acknowledge that I have a continuing responsibility to comply with the Code and to discuss any matters that arise under the Code or that I may believe or suspect arise under the Code.
I recognize that ignorance is not a defense, and that I must ask questions before I act, not after.
I am not currently aware of any violation of the Code, other than those I have already reported.
I will report any apparent violation of the Code and I understand that i-80 Gold Corp. will investigate or otherwise handle such reports as confidentially as possible and without retaliation.
I recognize that any violation of the Code is unacceptable and that if I engage in any violation, whether purposely, negligently, or because of my ignorance of the Code, I will be subject to disciplinary action, including possible termination, even for a first offense.
Name:
Date:


Signature

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5190 Neil Road, Suite 460
Reno, Nevada 89502

APPENDIX B
DISCLOSURE FORM
TO:    Human Resources
i-80 Gold Corp. (“the Company”) employees must always act in the best interests of the Company and safeguard the Company from any conflict of interest or even the appearance of a conflict of interest. You must avoid financial or other relationships that might be adverse to the interest of the Company, produce conflicting loyalties, interfere with effective job performance, or even appear to do so. Do not compete with the Company or even appear to be influenced by personal interests, including those of relatives, friends, or others with whom you may have contact.
i-80 Gold Corp. respects the privacy of its employees. There are certain circumstances where an employee must disclose potential conflicts of interest so that any conflict can be avoided. This protects the employee and the Company.
Please disclose any of the following situations:
•Relatives* that work within i-80 Gold Corp. and its subsidiaries
•Relatives* that work within any vendors that have a relationship with i-80 Gold Corp. and its subsidiaries
•Ownership or relationship with any vendor that has a relationship with i-80 Gold Corp. and its subsidiaries
•Any other situation that could be viewed as a potential conflict of interest
Disclosures:

Name:
Date:


Signature
* Relatives are defined as parents, children, siblings, uncles, aunts, first cousins whether by blood or marriage.

EX-19.1 27 ex191i-80insidertradingpol.htm EX-19.1 Document
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Exhibit 19.1
INSIDER TRADING POLICY
Unless otherwise stated, all defined terms used herein have the meaning set out in Schedule “A”.
1.Objectives
The trading of securities is governed by extensive and complex securities legislation, the fundamental premise of which is that everyone investing in securities should have equal access to information that may affect their investment decisions.
The objectives of this Insider Trading Policy (the “Policy”) are: (i) to support equal and timely access to information for the investment community; (ii) to ensure that the directors, officers and other employees of i-80 Gold Corp. and its subsidiaries (the "Company" or “i-80 Gold”) do not trade in securities of the Company while in possession of Material Non-Public Information affecting the business or affairs of the Company that has not been generally disclosed to the public; and (iii) that the Company’s directors, officers, employees, and certain other persons that the Company may designate from time to time are also perceived to act, in accordance with applicable laws and high standards of ethical and professional behaviour in order to protect the reputation of the Corporation. If you have any doubt as to whether a particular situation requires refraining from effecting a transaction in the Company’s securities or sharing information with others, such doubt should be resolved against taking such action.
To further support these objectives, the board of directors of the Company (the “Board”) has approved, and the Company has adopted, a corporate disclosure policy (“Disclosure Policy”) to ensure that the Company makes timely disclosure of material changes affecting its business or affairs in order to prevent disclosure of such material changes being made on a selective basis.
2.Scope
This Policy applies to all Insiders of the Company, and any person who receives Material Non-Public Information from any such Insider in respect of trading in securities of i-80 Gold (including shares, convertible securities, options, and other securities as defined in Schedule “A” to this Policy).
3.Administrative Responsibility
The SVP, General Counsel will act as the compliance officer (the “Compliance Officer”) for this Policy and shall be responsible for its day-to-day administration, as well as monitoring and enforcing compliance with this Policy. The Compliance Officer may designate one or more individuals to assist in the administration of this Policy.
4.Prohibited Trading Terms & Policies
a)Material Non-Public Information
“Material Non-Public Information” of the Company is Material Information (as defined in Schedule “B”), which has not been “Generally Disclosed.”
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In order to be “Generally Disclosed,” information must:
•consist of readily observable matter;
•be disseminated to the public by way of a news release or a publicly available report filed with the applicable Exchanges or securities commission together with the passage of a reasonable amount of time for the public to analyze the information; and
•have been made known in a manner that would, or would be reasonably likely to, bring it to the attention of persons who commonly invest in Securities of a kind whose price might be affected by the information and, since it was made known, a reasonable period for it to be disseminated among such persons has elapsed.
Unless otherwise advised that the period is longer or shorter, for the purposes of paragraphs 4(a), a full trading day on which the Toronto Stock Exchange and/or New York Stock Exchange American is open for trading (a “Trading Day”), after the Material Non-Public Information has been Generally Disclosed shall be considered a reasonable amount of time.
Any person who has knowledge of Material Non-Public Information with respect to i-80 Gold, must treat such Material Information as confidential until the Material Information has been Generally Disclosed. Refer to the Company’s Corporate Disclosure Policy for further information on the treatment of confidential information.
Material Non-Public Information shall not be disclosed to anyone in any circumstances if the person considering making the disclosure knows, or ought reasonably to know, that the person to whom the Material Non-Public Information is being disclosed would or would be likely to:
•apply for, acquire, or dispose of Securities, or enter into an agreement to apply for, acquire, or dispose of Securities; or
•procure another person to apply for, acquire, or dispose of Securities, or enter into an agreement to apply for, acquire, or dispose of Securities.
Where the above is not applicable, Material Non-Public Information shall not be disclosed to anyone except in the “necessary course of business” (as defined in section 5(c)). If Material Non-Public Information has been lawfully disclosed in the necessary course of business, anyone so informed must clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement. When in doubt, all persons to whom this Policy applies must consult with the Compliance Officer to determine whether:
•disclosure in a particular circumstance is in the necessary course of business; and
•the person proposing to make the disclosure knows, or ought reasonably to know, that the person to whom the Material Non-Public Information is being disclosed would or would be likely to apply for, acquire, or dispose of Securities, or enter into an agreement to apply for, acquire, or dispose of Securities or procure another person to apply for, acquire, or dispose of, Securities, or enter into an agreement to apply for, acquire, or dispose of Securities.
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For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media is a form of Tipping (as defined in section 5(c)) and will not be considered to be in the necessary course of business.
b)Trading of i-80 Gold Securities
Insider Trading, for the purpose of this policy, refers to the purchase or sale of Securities by persons covered by this Policy with knowledge of Material Non-Public Information, whether or not they are in a Special Relationship with the Company. Insider Trading is illegal and strictly prohibited by this Policy. For greater certainty, examples of prohibited transactions by such a person would include, but are not limited to the following:
•buying or selling Securities of i-80 Gold;
•buying or selling Securities whose price or value may reasonably be expected to be affected by changes in price of Securities of i-80 Gold;
•selling Securities acquired through the exercise of share options; and
•buying or selling Securities of another company in which Company proposes to invest or where the individual, in the course of employment with i-80 Gold, becomes aware of Material Non-Public Information concerning that other company.
c)Tipping and Recommending
i-80 Gold, as a reporting issuer, and/or a person or a company who is covered by this Policy may not inform, other than in the necessary course of business and then only in certain circumstances having taken applicable precautions, another person or company of Material Non-Public Information. This activity, known as tipping (“Tipping”), is prohibited because it places Material Non-Public Information in the hands of a few persons and not in the hands of the broader investing public. Persons in a Special Relationship with Company who have Material Non-Public Information may also not, other than in the necessary course of business, recommend to or encourage others to purchase or sell Securities of Company (such “recommending” is included in all references to Tipping in this Policy).
Material Non-Public Information may not be disclosed to anyone except in the “necessary course of business”. If Material Non-Public Information is to be lawfully disclosed in the necessary course of business, the person to whom it is disclosed should be informed that it is to be kept confidential, that by receiving the information they will be subject to trading restrictions and, in appropriate circumstances, be asked to execute a confidentiality agreement.
The question of whether a particular disclosure is being made in the necessary course of business is a mixed question of law and fact that must be determined on a case-by-case basis. However, the necessary course of business exception would generally only cover communications with:
•vendors, suppliers, or strategic partners on issues such as research and development, sales and marketing, and supply contracts;
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•employees, officers, and board members who need to know that information in the course of carrying out their duties or functions for i-80 Gold;
•lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to i-80 Gold;
•parties to negotiations;
•labour unions and industry associations;
•government agencies and non-governmental regulators; and
•credit rating agencies (provided that the information is disclosed for the purpose of assisting the agency to formulate a credit rating and the agency’s ratings generally are or will be publicly available),
However, and as noted above, the foregoing exceptions to Tipping will not apply where the person proposing to make the disclosure knows, or ought to reasonably know, that the disclosure to the relevant party would or would be likely to result in such party engaging in a prohibited activity, such as:
•applying for, acquiring, or disposing of Securities, or entering into an agreement to apply for, acquire, or dispose of Securities; or
•procuring another person to apply for, acquire, or dispose of Securities, or enter into an agreement to apply for, acquire, or dispose of Securities, in breach of the relevant Insider Trading prohibitions.
For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media is a form of Tipping and will not be considered to be in the necessary course of business.
d)Insider Trading Reports
Under Canadian and U.S securities legislation, subject to certain exceptions, Insiders that are deemed to be “Reporting Insiders” of a reporting issuer are required to comply with certain reporting requirements.
Canadian Reporting Insiders are required to file an initial insider trading report within ten (10) days after becoming a Reporting Insider electronically through the System for Electronic Disclosure by Insiders (“SEDI”) at www.sedi.ca.
Canadian Reporting Insiders are further required, subject to certain exceptions, to file an insider trading report on SEDI within five (5) days of a change in: (i) the beneficial ownership of, control or direction over, whether direct or indirect, Securities of i-80 Gold; or (ii) a change in an interest in, or right or obligation associated with, a Related Financial Instrument involving a Security of i-80 Gold.
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Canadian Reporting Insiders must also file an insider trading report within five (5) days if the Reporting Insider enters into, materially amends, or terminates an agreement, arrangement or understanding that (i) has the effect of altering, directly or indirectly, the Reporting Insider’s economic exposure to i-80 Gold; or (ii) involves, directly or indirectly, a Security of the Company or a Related Financial Instrument involving a Security of i-80 Gold.
It is the responsibility of each such person to set up and maintain their SEDI profile and to make the necessary filings. However, the Company may assist Insiders in making such filings, provided such persons provide the necessary information to the Compliance Officer in a timely manner.
Similarly, Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) generally requires all officers, directors, and 10% stockholders, within 10 days after becoming an officer, director, or 10% stockholder, to file with the Securities and Exchange Commission (the “SEC”) an “Initial Statement of Beneficial Ownership of Securities” on SEC Form 3 listing the amount of the Company’s stock, options, and warrants which the person beneficially owns. Following the initial filing on SEC Form 3, changes in beneficial ownership of the Company’s stock, options, and warrants must be reported on SEC Form 4, generally within two business days after the date on which such change occurs, or in certain cases on Form 5, within 45 days after fiscal year end. A Form 4 must be filed even if, as a result of balancing transactions, there has been no net change in holdings. In certain situations, purchases or sales of Company stock made within six months prior to the filing of a Form 3 must be reported on Form 4. Similarly, certain purchases or sales of Company stock made within six months after an officer or director ceases to be an insider must be reported on Form 4.
A person that is uncertain as to whether they are a Reporting Insider or whether they may be eligible to be exempted from these requirements should contact the Compliance Officer.
5.Guidelines
a)No Trade and Blackout Periods for Officers, Directors and Employees
The period beginning on the last calendar day of each quarter and ending one Trading Day (as defined in section 5) following the date of public disclosure of the financial results for that quarter (or fiscal year) (a “No Trade Period”) is particularly sensitive, as officers, directors and certain employees may often possess Material Non-Public Information about the expected financial results for the quarter and year end.
Accordingly, to ensure compliance with this Policy and applicable securities laws, all directors, officers and employees shall refrain from any trading activities involving Securities of i-80 Gold during No Trade Periods.
From time to time, the Company may also institute additional trading restricted periods for directors, officers, selected employees and consultants and others because of the actual or potential existence of Material Non-Public Information (a “Blackout Period”). In the event a Blackout Period or No-Trade Period is initiated, the Compliance Officer shall disseminate a notice to suspend trading in i-80 Gold’s Securities, in the form attached hereto as Schedule “C”, or other approval form, instructing those people not to engage in any trading of in i-80 Gold’s Securities until further notice, without disclosing the facts giving rise to or the imposition of such suspension of trading.
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Even outside of Blackout Periods or No Trade Periods, any person possessing Material Non-Public Information on the Company should not engage in any transactions related to i-80 Gold’s Securities until one Trading Day after such information has been publicly disclosed. All directors, officers, employees and other persons are expected to use their judgment in interpreting this Policy, and to err on the side of caution at all times. If in doubt, such person is required to contact the Compliance Officer.
At specific times, i-80 Gold’s Board of Directors may award long term compensation under i-80 Gold’s stock option plan, or by other means. Under no circumstances will long-term compensation awards related to i-80 Gold’s Securities be made while a Blackout Period or No Trade Period is in effect. In the event that options or other Security related long-term compensation expire during a Blackout Period or No Trade Period, such expiry date will be extended as provided in the Incentive Stock Option Plan of i-80 Gold, or such other plan governing securities compensation matters, as applicable.
b)Pre-Approved Trading Plans
Notwithstanding any of the prohibitions contained in this Policy, Insiders may trade in Company securities at any time pursuant to a contract, instruction or trading plan that has been properly adopted and is properly administered in accordance with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”) and an automatic securities purchase plan or automatic securities disposition plan, as defined in National Instrument 55-104 (an “Automatic Securities Purchase or Disposition Plan,” and together with a Rule 10b5-1 Plan, a “Pre-Approved Trading Plan” or “Plan”). All adopted Pre-Approved Trading Plans must comply with all applicable policies established by the Company, in addition to complying with applicable Canadian and United States securities laws. As all Plans trading in the Company’s securities must be duly compliant with the aforementioned Canadian and U.S. securities laws, the more restrictive laws between the two are deemed to apply in each case. Additionally, all Pre-Approved Trading Plans must be approved in advance by the Compliance Officer.
Transactions must be made strictly in accordance with the terms of the Pre-Approved Trading Plan; the Plan Creator must not alter or deviate from the Plan (whether by changing the amount, price or timing of the sale or purchase, or otherwise), except to the extent explicitly permitted in subpart (viii) above, and the Plan Creator must not enter into or alter a corresponding or hedging transaction or position with respect to the Company’s securities subject to the Plan. Any transactions made subsequent to a Plan’s termination (whether voluntarily or due to its natural expiry) should be carefully considered to avoid unfavorable inferences by the market, regardless of legality.
The Company may restrict the number of securities authorized to be traded through a Pre-Approved Trading Plan at any one time or during any specified trading day or period, based on the total trading volume at such time or during such day or period, the total number of securities traded at any one time or during any one period under all outstanding Pre-Approved Trading Plans, or such other criteria as the Company may consider appropriate.
Entering into, renewing, amending, modifying, terminating, suspending or lifting a suspension of a Pre-Approved Trading Plan must be done (1) when the Plan Creator is not aware of any material non-public information about the Company or its securities and (2) in good faith and not as part of a plan or scheme to evade the applicable securities laws.
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The Company may at any time conduct an internal review of Insider trades and compliance with their Pre-Approved Trading Plans. Such reviews may be conducted annually or more frequently, and trades may also be reviewed following extreme price swings in the Company’s share price.
Once a Pre-Approved Trading Plan is established, the Plan Creator may not trade securities of the Company outside of the Plan (other than in underwritten public offerings, the grant of securities by the Company to the Plan Creator pursuant to any Company equity plan, or the acquisition of shares upon the exercise of stock options by the Plan Creator).
Certain rules and regulations may require the Company to publicly announce such Pre-Approved Trading Plans.
c)Pre-Clearance of Trades
Before initiating any trade in i-80 Gold’s Securities, each person to whom this Policy applies must contact and get approval from the Compliance Officer. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under securities laws and regulations. Clearance of a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance of the proposed transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.
d)Short-Swing Trades
The Company recommends that, other than in the course of exercising an option, Insiders do not buy and sell its Securities within the same six-month period.
e)Short Sales, Call and Put Options
Insiders are not permitted to sell “short” or sell a “call option” on any of i-80 Gold’s Securities or purchase a “put option” where they do not own the underlying Security or, in the case of a short sale, an option currently exercisable therefor.
f)Buying i-80 Gold Securities on Margin
Insiders are not permitted to buy i-80 Gold’s Securities on margin.
g)Hedging and Pledging
Insiders who are directors, officers and employees of Company are not permitted to enter into any transaction that has the effect of offsetting the economic value of any direct or indirect interest of such Insiders in Securities of i-80 Gold. This includes the purchase of financial instruments such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity Securities granted to such Insiders as compensation or otherwise held directly or indirectly by such Insiders.
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Securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a foreclosure sale may occur at any time when the pledgor is aware of Material Non-Public Information or otherwise is not permitted to trade in Company securities, Insiders are prohibited from pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any Insider who wishes to pledge Company securities as collateral for a loan must submit a request for approval to the Company’s Compliance Officer at least [five (5)] trading days prior to the proposed execution of documents evidencing the proposed pledge.
6.Potential Criminal and Civil Liability and/or Disciplinary Action
a)Liability for Insider Trading in Canada
Under applicable Canadian securities laws, Insiders guilty of trading on Material Non-Public Information of the Company may be subject to:
•penalties of up to the greater of $5 million and triple any profit earned or loss avoided; and
•imprisonment.
Additionally, such conduct may subject the Company or other investors to civil liability.
b)Liability for Tipping in Canada
Insiders may also be liable for improper transactions by any person commonly referred to as a tippee, to whom they have disclosed Material Non-Public Information about Company or to whom they have made recommendations or expressed opinions on the basis of such information. The various Canadian securities regulators have imposed large penalties even when the disclosing person did not profit from the trading.
c)Legal Penalties in the United States
A person who violates insider trading laws by engaging in transactions in a company's securities when he or she has Material Non-Public Information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.
In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed Material Non-Public Information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.
The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, "directly or indirectly controlled the person who committed such violation," which would apply to the Company and/or management and supervisory personnel. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.
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d)Possible Disciplinary Actions
Employees, officers, directors, consultants and contractors who violate this Policy will also be subject to disciplinary action by i-80 Gold, which may include restrictions on future participation in equity incentive plans or termination of employment.
7.Applicability of Policy to Insider Information Regarding Other Companies
This Policy and the guidelines described herein also apply to Material Non-Public Information relating to other companies, including joint venture partners, customers, vendors and suppliers of Company (the “Business Partners”), when that information is obtained in the course of employment with, or providing services on behalf of, i-80 Gold. For the purposes of this Policy, information about Business Partners should be treated in the same way as information related directly to i-80 Gold.
8.Annual Certification
All directors and officers of i-80 Gold, together with any employees, consultants and contractors specified by the Board of i-80 Gold, shall provide annual certification of compliance with this Policy in the form attached to i-80 Gold’s Code of Business Conduct and Ethics.
9.General
The Board may, from time to time, permit departures from the terms of this Insider Trading Policy, either prospectively or retrospectively. The terms of this Insider Trading Policy are not intended in and of themselves to give rise to civil liability on the part of i-80 Gold, its directors, officers or employees, to any third party, including to any shareholder, securityholder, customer, supplier, competitor, other employee or regulator, but shall give rise to liability to i-80 Gold.
10.Review of Policy
The Corporate Governance & Nominating Committee will review this policy annually and recommend appropriate changes or enhancements to the Board to ensure that it remains aligned with evolving legal and regulatory requirements, industry standards, and best practices.
11.Application to the Company
In addition to the obligations imposed on the Insiders, the Company and its subsidiaries are also subject to all applicable laws, rules, and regulations governing insider trading. The Company and its subsidiaries must comply with all legal requirements when engaging in transactions involving the Company’s securities, including stock repurchases, issuances, and other equity-related transactions.
Approved, Amended and Restated: Corporate Governance & Nominating Committee
Board of Directors
Date: March 31, 2025
    
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5190 Neil Road, Suite 460
Reno, Nevada 89502

SCHEDULE “A”
INDIVIDUALS AND ENTITIES TO WHOM THIS POLICY APPLIES
“Employee” means a full-time, part-time, contract or secondment employee of i-80 Gold.
“Insider” means:
a)all directors, Officers, employees, contractors and consultants of i-80 Gold and its affiliates who receive or have access to Material Non-Public Information (as defined in section 5(a)), including members of their immediate families, members of their households, as well as the partnerships, trusts, corporations, estates, RRSPs, and similar entities over which any of these individuals exercise control or direction;
b)a director or Officer of a person or company that is itself an insider or subsidiary of i-80 Gold;
c)a person or company that has (i) beneficial ownership of, or control or direction over, directly or indirectly, Securities of i-80 Gold carrying more than 10 per cent of the voting rights attached to all i-80 Gold’s outstanding voting Securities, excluding, for the purpose of the calculation of the percentage held, any Securities held by the person or company as underwriter in the course of a distribution, or a combination of beneficial ownership of, and control or direction over, directly or indirectly, Securities of i-80 Gold carrying more than 10 per cent of the voting rights attached to all i-80 Gold’s outstanding voting Securities, excluding, for the purpose of the calculation of the percentage held, any Securities held by the person or company as underwriter in the course of a distribution;
d)i-80 Gold itself, if it has purchased, redeemed or otherwise acquired a Security of its own issue, for so long as it continues to hold that Security;
e)a person or company designated as an insider in an order made under section 1(11) Securities Act (Ontario); and
f)a person or company that is in a class of persons or companies designated under subparagraph 40 v of subsection 143(1) of the Securities Act (Ontario).
“Major Subsidiary” means a subsidiary of an issuer if the assets of the subsidiary, as included in the issuer’s most recent annual audited or interim balance sheet, or, for a period relating to a financial year beginning on or after January 1, 2011, a statement of financial position, are 30 per cent or more of the consolidated assets of the issuer reported on that balance sheet or statement of financial position, as the case may be, or the revenue of the subsidiary, as included in the issuer’s most recent annual audited or interim income statement, or, for a period relating to a financial year beginning on or after January 1, 2011, a statement of comprehensive income, is 30 per cent or more of the consolidated revenue of the issuer reported on that statement;
“Management Company” means a person or company established or contracted to provide significant management or administrative services to an issuer or a subsidiary of the issuer; a)a chair or vice-chair of the Board of Directors, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a President, a Senior Vice-president, Vice-president, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer and a General Manager;
“Officer” means:
1

image_1.jpg
b)every individual who is designated as an officer under a by-law or similar authority, and
c)every individual who performs functions similar to those normally performed by an individual referred to above.
“Person or Company in a Special Relationship with a Reporting Issuer” means:
a)a person or company that is an insider, affiliate or associate of,
i)i-80 Gold,
ii)a person or company that is considering or evaluating whether to make, or that proposes to make, a take-over bid, as defined in Part XX of the Securities Act (Ontario), for the Securities of i-80 Gold, or
iii)a person or company that is considering or evaluating whether to become a party to, or that proposes to become a party to, a reorganization, amalgamation, merger or arrangement or similar business combination with the Company or to acquire a substantial portion of its property,
b)a person or company that is engaging in, considering or evaluating whether to engage in, or that proposes to engage in, any business or professional activity if the business or professional activity is with or on behalf of the Company or with or on behalf of a person or company described in subclause (a) (ii) or (iii);
c)a person who is a director, Officer or employee of i-80 Gold, of a subsidiary of i-80 Gold, of a person or company that controls, directly or indirectly, i-80 Gold, or of a person or company described in subclause (a) (ii) or (iii) or clause (b),
d)a person or company that learned of the material fact or material change with respect to the Company while the person or company was a person or company described in clause (a), (b) or (c),
e)a person or company that learns of a material fact or material change with respect to the Company from any other person or company described in this subsection, including a person or company described in this clause, and knows or ought reasonably to have known that the other person or company is a person or company in such a relationship.
“Related Financial Instrument” means an agreement, arrangement or understanding to which an insider of the Company is a party, the effect of which is to alter, directly or indirectly, the insider’s,
(a)economic interest in a Security of i-80 Gold, or
(b)economic exposure to i-80 Gold
2

image_1.jpg
“Reporting Insider” means an insider of the Company if the insider is
a)The CEO, CFO, COO or SVP, General Counsel of i-80 Gold, of a significant shareholder of Company or of a Major Subsidiary of i-80 Gold;
b)A director of i-80 Gold, of a significant shareholder of the Company or of a Major Subsidiary of i-80 Gold;
c)A person or company responsible for a principal business unit, division or function of i-80 Gold;
d)A significant shareholder of i-80 Gold;
e)A significant shareholder based on post-conversion beneficial ownership of i-80 Gold’s Securities and the CEO, CFO, COO and every director of the significant shareholder based on post-conversion beneficial ownership;
f)A management company that provides significant management or administrative services to the Company or a Major Subsidiary of i-80 Gold, every director of the management company, every CEO, CFO and COO of the management company, and every significant shareholder of the management company;
g)An individual performing functions similar to the functions performed by any of the insiders described in paragraphs (a) to (f);
h)i-80 Gold itself, if it has purchased, redeemed or otherwise acquired a Security of its own issue, for so long as it continues to hold that Security; or
i)Any other insider that
i)in the ordinary course receives or has access to information as to material facts or material changes concerning the Company before the material facts or material changes are generally disclosed; and
ii)directly or indirectly, exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of Company
A “Security” is defined in section 1(1) of the Securities Act (Ontario), and for these purposes, is deemed to have the broader meaning set out in section 76(6) the Securities Act (Ontario), and includes, among other things, all shares, convertible or exchangeable Securities such as warrants or convertible debentures, options, and restricted share units, as well as a put, call, option or other right or obligation to purchase or sell Securities of i-80 Gold, any Security, the market price of which varies materially with the market price of the Securities of i-80 Gold, or any related derivative (as defined in the Securities Act (Ontario)).
“Significant Shareholder” means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, Securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any Securities held by the person or company as underwriter in the course of a distribution.
3

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A company is considered to be a “Subsidiary” of another company if it is controlled by (1) that other, (2) that other and one or more companies, each of which is controlled by that other, or (3) two or more companies, each of which is controlled by that other; or it is a subsidiary of a company that is that other's subsidiary. In general, a company will control another company when the first company owns more than 50% of the outstanding voting Securities of that other company.
“Trading” in Securities refers to all investment activities over which a person covered by this Policy has control or direction, whether for their personal account or in a fiduciary capacity, as in the case of a partnership, trusteeship, or executorship. For the purposes of this Policy, trading includes any purchase or sale of a Security as well as the provision of investment advice.
4
  image_1.jpg
 www.i80gold.com
1.866.525.6450
1.775.525.6450


5190 Neil Road, Suite 460
Reno, Nevada 89502

SCHEDULE “B”
EXAMPLES OF INFORMATION THAT MAY BE MATERIAL
“Material Information” consists of both “material facts” and “material changes”. A “material fact” means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities of i-80 Gold or that a reasonable investor would consider important in making an investment decision regarding the purchase or sale of the securities of the Company. For Canadian purposes a “material change” means a change in the business, operations or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Company and includes a decision to implement such a change if such a decision is made by the board of directors or by senior management of the Company who believe that confirmation of the decision by the board of directors is probable.
It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of i-80 Gold’s Securities.
Examples of such information may, depending on the circumstances, include:
a)financial results;
b)projections of future earnings or losses;
c)development of new products and developments affecting i-80 Gold's resources, technology, products or market;
d)news of a material merger, joint venture or acquisition;
e)news of a disposal of significant assets or a subsidiary;
f)increases, decreases and reclassifications of mineral reserves or resources;
g)significant exploration results;
h)impending bankruptcy or financial liquidity problems;
i)significant work stoppages or other events affecting production;
j)significant pricing changes or agreements that may affect pricing;
k)major labour disputes or disputes with major contractors or suppliers;
l)proposed changes in capital structure including stock splits and stock dividends;
m)proposed or pending material financings;
n)material increases or decreases in the amount outstanding of Securities or indebtedness;
o)material changes in the business of i-80 Gold;
p)changes in i-80 Gold’s auditors;
q)defaults in material obligations;
r)results of the submission of matters to vote of securityholders;
s)material transactions with directors, officers or principal securityholders;
t)significant litigation exposure due to actual or threatened litigation;
u)a transaction for which the consideration payable or receivable is a significant proportion of the written down value of i-80 Gold's consolidated assets;
v)a recommendation or declaration of a dividend by i-80 Gold;
w)a recommendation or decision that a dividend will not be declared by i-80 Gold;
x)a material change in accounting policy adopted by i-80 Gold; and
y)changes in senior management.
Either positive or negative information may be material TO: DIRECTORS, OFFICERS AND EMPLOYEES OF i-80 GOLD CORP.
1
  image_1.jpg
 www.i80gold.com
1.866.525.6450
1.775.525.6450


5190 Neil Road, Suite 460
Reno, Nevada 89502

SCHEDULE “C”
PRIVATE AND CONFIDENTIAL

(the “Company”) AND ITS AFFILIATES
RE:    SUSPEND TRANSACTION NOTICE
Further to our Insider Trading Policy, please suspend all further securities and related financial instrument transactions in respect of the Company until further notice.
Should you have any questions or concerns please contact David Savarie at dsavarie@i80gold.com.
Sincerely,
i-80 Gold Corp.
1
EX-21.1 28 a211i80corporgchart-dec2024.htm EX-21.1 Document


Exhibit 21.1
corporgchartoct2025a.jpg
EX-23.1 29 ex231i-80xqpformofconsent1.htm EX-23.1 Document

Exhibit 23.1
CONSENT OF PRACTICAL MINING LLC
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K1300 Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada” dated the 26th day of March 2025, with an effective date of December 31, 2024 (the “Cove Project 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Cove Project 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Cove Project 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Cove Project 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
Practical Mining LLC
By:
 /s/ Dagny Odell
Dagny Odell
image_03a.jpg

4924-8847-9535\1
EX-23.2 30 ex232i-80xqpformofconsent1.htm EX-23.2 Document

Exhibit 23.2
CONSENT OF T.R. RAPONI CONSULTING LTD.
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K1300 Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada” dated the 26th day of March 2025, with an effective date of December 31, 2024 (the “Cove Project 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Cove Project 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Cove Project 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Cove Project 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
T.R. Raponi Consulting Ltd.
By: /s/ Robert Raponi
Robert Raponi
image_09.jpg

4911-2244-7407\1
EX-23.3 31 ex233i-80xqpformofconsent1.htm EX-23.3 Document

Exhibit 23.3
CONSENT OF GLOBAL RESOURCES ENGINEERING
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Granite Creek Mine, Humboldt County, Nevada” dated the 27th day of March 2025, with an effective date of December 31, 2024 (the “Granite Creek Mine 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Granite Creek Mine 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Granite Creek Mine 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Granite Creek Mine 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
Global Resources Engineering
By: /s/ Terre Lane
Terre Lane
image_014.jpg

4911-7513-8351\2
EX-23.4 32 ex234i-80xqpformofconsent1.htm EX-23.4 Document

Exhibit 23.4
CONSENT OF PRACTICAL MINING LLC
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Granite Creek Mine, Humboldt County, Nevada” dated the 27th day of March 2025, with an effective date of December 31, 2024 (the “Granite Creek Mine 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Granite Creek Mine 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Granite Creek Mine 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Granite Creek Mine 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
Practical Mining LLC
By: /s/ Dagny Odell
Dagny Odell
image_05a.jpg

4907-6442-4239\2
EX-23.5 33 ex235i-80xqpformofconsent1.htm EX-23.5 Document

Exhibit 23.5
CONSENT OF T.R. RAPONI CONSULTING LTD
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Granite Creek Mine, Humboldt County, Nevada” dated the 27th day of March 2025, with an effective date of December 31, 2024 (the “Granite Creek Mine 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Granite Creek Mine 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Granite Creek Mine 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Granite Creek Mine 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
T.R. Raponi Consulting Ltd.
By: /s/ Robert Raponi
Robert Raponi
image_013.jpg

4908-0341-8415\2
EX-23.6 34 ex236i-80xqpformofconsent1.htm EX-23.6 Document

Exhibit 23.6
CONSENT OF GEOGLOBAL LLC
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Lone Tree Deposit, Nevada” dated the 24th day of February 2025, with an effective date of December 31, 2024 (the “Lone Tree Deposit 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Lone Tree Deposit 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Lone Tree Deposit 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Lone Tree Deposit 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
GeoGlobal LLC
By: /s/ Abani R. Samal
Abani R. Samal
image_07a.jpg

4931-4357-7903\2
EX-23.7 35 ex237i-80xqpformofconsent1.htm EX-23.7 Document

Exhibit 23.7
CONSENT OF FORTE DYNAMICS, INC.
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Ruby Hill Complex, Eureka County, Nevada” dated the 27th day of March 2025, with an effective date of December 31, 2024 (the “Ruby Hill Complex 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Ruby Hill Complex 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Ruby Hill Complex 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Ruby Hill Complex 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
Forte Dynamics, Inc.
By: /s/ Aaron Amoroso
Aaron Amoroso
image_06a.jpg

4907-3408-1583\2
EX-23.8 36 ex238i-80xqpformofconsent1.htm EX-23.8 Document

Exhibit 23.8
CONSENT OF PRACTICAL MINING LLC
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Ruby Hill Complex, Eureka County, Nevada” dated the 27th day of March 2025, with an effective date of December 31, 2024 (the “Ruby Hill Complex 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Ruby Hill Complex 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Ruby Hill Complex 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Ruby Hill Complex 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
Practical Mining LLC
By: /s/ Dagny Odell
Dagny Odell
image_02.jpg

4934-6903-0191\2
EX-23.9 37 ex239i-80xqpformofconsent1.htm EX-23.9 Document

Exhibit 23.9
CONSENT OF T.R. RAPONI CONSULTING LTD.
In connection with the i-80 Gold Corp. Annual Report on Form 10-K for the year ended December 31, 2024 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 10-K”), the undersigned consents to:
i.the filing and use of the technical report summary titled “S-K 1300 Initial Assessment & Technical Report Summary, Ruby Hill Complex, Eureka County, Nevada” dated the 27th day of March 2025, with an effective date of December 31, 2024 (the “Ruby Hill Complex 1300 Report”) as referenced in the Form 10-K;
ii.the use of and reference to their name, including their status as an expert or “qualified person”, (as described in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the “Ruby Hill Complex 1300 Report”, Form 10-K and the Registration Statement on Form S-8 (No. 333-280725) (the “Registration Statement”); and
iii.any extracts or summaries of the “Ruby Hill Complex 1300 Report” included or incorporated by reference in the Form 10-K and the use of any information derived, summarized, quoted or referenced from the “Ruby Hill Complex 1300 Report”, or portions thereof, that was prepared by them, that they supervised the preparation of, and/or that was reviewed and approved by them, that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registration Statement.
Date: March 31, 2025
T.R. Raponi Consulting Ltd.
By: /s/ Robert Raponi
Robert Raponi
image_011.jpg

4913-2357-8159\2
EX-23.10 38 ex2310consentofgrantthornt.htm EX-23.10 Document

Exhibit 23.10
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 31, 2025, with respect to the consolidated financial statements included in the Annual Report of i-80 Gold Corp on Form 10-K for the year ended December 31, 2024. We consent to the incorporation by reference of said report in the Registration Statements of i-80 Gold Corp on Form S-8 (File No. 333-280725).

/s/ GRANT THORNTON LLP
Salt Lake City, Utah
March 31, 2025
EX-31.1 39 ex311certificateofchiefexe.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION

I, Richard Young, certify that:
1.I have reviewed this annual report on Form 10K of i-80 Gold Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2025
/s/ Richard Young
Richard Young
Chief Executive Officer
(Principal Executive Officer)
EX-31.2 40 ex312certificateofchieffin.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION

I, Ryan Snow, certify that:
1.I have reviewed this annual report on Form 10K of i-80 Gold Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2025
/s/ Ryan Snow
Ryan Snow
Chief Financial Officer
(Principal Financial and Accounting Officer)
EX-32.1 41 ex321certificateofchiefexe.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of i-80 Gold Corp. (the “Company”) on Form 10K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Young, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2025
/s/ Richard Young
Richard Young
Chief Executive Officer
(Principal Executive Officer)
    
A signed original of this written statement required by Section 906 has been provided to i-80 Gold Corp. and will be retained by i-80 Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2 42 ex322certificateofchieffin.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of i-80 Gold Corp. (the “Company”) on Form 10K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Snow, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2025
/s/ Ryan Snow
Ryan Snow
Chief Financial Officer
(Principal Financial and Accounting Officer)
        
A signed original of this written statement required by Section 906 has been provided to i-80 Gold Corp. and will be retained by i-80 Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
EX-95.1 43 a951minesafetydisclosurefo.htm EX-95.1 Document

EXHIBIT 95.1

MINE SAFETY DISCLOSURE

The following table sets out the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the period January 1, 2024 through December 31, 2024 covered by this report:
Mine 
Section 
104(a) 
S&S 
Citations1 
(#) 
Section 
104(b) 
Orders2 
(#) 
Section 
104(d) 
Citations 
and 
Orders3 
(#) 
Section 
110(b)(2) 
Violations4 
(#) 
Section 
107(a) 
Orders5 
(#) 
Total 
Dollar 
Value of 
MSHA 
Assess- 
ments 
Proposed6 
($) 
Total 
Number 
of 
Mining 
Related 
Fatalities 
(#) 
Received 
Notice of 
Pattern of 
Violations 
or 
Potential 
Thereof 
Under 
Section 
104(e)7 
(yes/no)
Legal 
Actions 
Pending 
as of 
Last 
Day of 
Period8 
(#) 
Legal 
Actions 
Initiated 
During 
Period 
(#) 
Legal 
Actions 
Resolved 
During 
Period 
(#) 
Lone Tree
26-02159
0
0
0
0
0
0.00
0
No
0
0
0
Granite Creek
26-01597
9
0
0
0
0
1323.00
0
No
0
0
0
Ruby Hill
26-02307
0
0
0
0
0
0.00
0
No
0
0
0
Cove UG Project
26-02051
4
0
0
0
0
596.00
0
No
0
0
0



1.Citations and Orders are issued under Section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) (the “Act”) for violations of the Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Act. A Section 104(a) “Significant and Substantial” or “S&S” citation is considered more severe than a non-S&S citation and generally is issued in a situation where the conditions created by the violation do not cause imminent danger, but the violation is of such a nature as could significantly and substantially contribute to the cause and effect of a mine safety or health hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column.
2.A Section 104(b) withdrawal order is issued if, upon a follow up inspection, an MSHA inspector finds that a violation has not been abated within the period of time as originally fixed in the violation and determines that the period of time for the abatement should not be extended. Under a withdrawal order, all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area of the mine until the inspector determines that the violation has been abated.
3.A citation is issued under Section 104(d) where there is an S&S violation and the inspector finds the violation to be caused by an unwarrantable failure of the operator to comply with a mandatory health or safety standard. Unwarrantable failure is a special negligence finding that is made by an MSHA inspector and that focuses on the operator’s conduct. If during the same inspection or any subsequent inspection of the mine within 90 days after issuance of the citation, the MSHA inspector finds another violation caused by an unwarrantable failure of the operator to comply, a withdrawal order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.
4.A flagrant violation under Section 110(b)(2) is a violation that results from a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonable could have been expected to cause, death or serious bodily injury.
5.An imminent danger order under Section 107(a) is issued when an MSHA inspector finds that an imminent danger exists in a mine. An imminent danger is the existence of any condition or practice which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. Under an imminent danger order, all persons, other than those required to abate the condition or practice and certain others, are required to be withdrawn from and are prohibited from entering the affected area until the inspector determines that such imminent danger and the conditions or practices which caused the imminent danger no longer exist.
6.These dollar amounts include the total amount of all proposed assessments from MSHA under the Act relating to any type of violation during the period, including proposed assessments for non-S&S citations that are not specifically identified in this exhibit, regardless of whether the Company has challenged or appealed the assessment.
7.A Notice is given under Section 104(e) if an operator has a pattern of S&S violations. If upon any inspection of the mine within 90 days after issuance of the notice, or at any time after a withdrawal notice has been given under Section 104(e), an MSHA inspector finds another S&S violation, an order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.
8.There were no legal actions pending before the Federal Mine Safety and Health Review Commission as of the last day of the period covered by this report. In addition, there were no pending actions that are (a)


contests of citations and orders referenced in Subpart B of 29 CFR Part 2700, (b) complaints for compensation referenced in subpart D of 29 CFR Part 2700; (c) complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700; (d) applications for temporary relief referenced in Subpart F of 29 CFR Part 2700; or (e) appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700.
EX-97.1 44 ex971i-80clawbackpolicy_ma.htm EX-97.1 Document
  image_11.jpg
 www.i80gold.com
1.866.525.6450
1.775.525.6450


5190 Neil Road, Suite 460
Reno, Nevada 89502

Exhibit 97.1
INCENTIVE COMPENSATION RECOVERY POLICY
1.Introduction
The Board of Directors (the “Board”) of i-80 Gold Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy (the “Policy”), which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under applicable securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the NYSE American, the TSX or any other securities exchange on which the Company’s shares are listed in the future.
2.Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final, conclusive and binding on all affected individuals. Any discretionary determinations of the Board or the Committee under this Policy, if any, do not need to be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
3.Covered Executives
Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s chief executive officer, chief operating officer, president, chief financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant.
This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation (as defined below).
4.Recovery: Accounting Restatement
In the event of an Accounting Restatement (as defined below), the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement for a given reporting period (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year), with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
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Incentive Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
(a)    Definition of Accounting Restatement
        For the purposes of this Policy, an “Accounting Restatement” means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under the applicable securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
        The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.
        An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
(b)    Definition of Incentive Compensation
For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or other employee benefit plans. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.
(c)    Financial Reporting Measures
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“Financial Reporting Measures” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.
(d)    Excess Incentive Compensation: Amount Subject to Recovery
The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.
For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.
(e)    Method of Recovery
The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, subject to applicable law, without limitation:
(i)    requiring reimbursement of compensation previously paid;
(ii)    forfeiting any compensation contribution made under the Company’s deferred compensation plans, as well as any matching amounts and earnings thereon;
(iii)    offsetting the recovered amount from any compensation that the Covered Executive may earn or be awarded in the future (including, for the avoidance of doubt, recovering amounts earned or awarded in the future to such individual equal to compensation paid or deferred into tax–qualified plans or plans subject to the Employee Retirement Income Security Act of 1974 (collectively, “Exempt Plans”); provided that, no such recovery will be made from amounts held in any Exempt Plan of the Company);
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(iv)    taking any other remedial and recovery action permitted by law, as determined by the Board; or
(v)    some combination of the foregoing.
5.No Indemnification or Advance
Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation. For the purposes of this Policy, “indemnification” includes any modification to current compensation arrangements or other arrangements that would amount to de facto indemnification.
6.Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company's securities are listed.
7.Effective Date
The Board approved, amended and adopted this Policy as of March 31, 2025. This Policy applies to Incentive Compensation received by Covered Executives on or after October 2, 2023 (the “Effective Date”) that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. Without limiting the scope or effectiveness of this Policy, Incentive Compensation granted or received by Covered Executives. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.
8.Amendment and Termination
The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE American, the TSX or any other securities exchange on which the Company’s shares are listed in the future.
9.Other Recovery Rights
The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.
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Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
10.Impracticability
The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and the NYSE American, the TSX or any other securities exchange on which the Company’s shares are listed in the future.
11.Successors
This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
12.Review of Policy
The Compensation Committee will review and evaluate this Policy on an annual basis to determine whether it remains current with evolving industry norms and practices and is otherwise effective in addressing the recoupment of erroneously awarded incentive based compensation to Covered Executives.

Approved, Amended and Restated: Compensation Committee
Board of Directors
Date:
March 31, 2025


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Schedule A

INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT

I, __________________________________________, hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.





Signature

Date



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