i-80 Gold Enters Conditions to Amend and Refinance Revolving Credit Agreement with Orion By Investing.com

This news release constitutes a “preferred news release” for the purposes of the Company’s prospectus supplement of the date. August 12, 2024in its short version the shelf prospectus is dated June 21, 2024

RENO, Nev., January 15, 2025 /PRNewswire/ – i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) (“i-80 Gold”, or the “Company”) is pleased to announce that following its press release on December 31, 2024 has completed the amendment and modification of its amended credit agreement (the “A&R Convertible Credit Agreement“) and a member of Orion Mine Funds (“OrionAccordingly, the conditions relating to the first announced transfer of gold and silver transfers, and the extension of the Orion Convertible Loan (collectively, the “Waiver Agreements”) to be completed to date are satisfied.

Pursuant to the A&R Convertible Credit Agreement, Orion and i-80 Gold have extended the maturity date of the A&R Revolving Credit Agreement by six months from December 13, 2025to June 30, 2026and we have placed certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement. Additional protection against the Company Ruby Hill and Granite Creek The plans required to be placed are March 31, 2025. In connection with the extension of the A&R Convertible Credit Agreement, the Company granted Orion warrants to purchase five million common shares (“2025 Orion Warrants“) with an exercise price of C$1.01 and an expiration date of January 15, 2029. The 2025 Orion Notes will be subject to a standstill period under applicable Canadian Securities laws that will expire four months and one day from the date of issuance. Neither the 2025 Orion Warrants nor the shares issuable upon the exercise of the 2025 Orion Warrants are registered under US Securities Act of 1933 and are considered “restricted securities”. The company has agreed to grant Orion registration rights to its inventions.

In addition, the Company announces its intention to complete a prospectus for common shares (“Common Shares“) for the total amount in the Company of US$10,000,000 (of “An offering“). The Company has been advised by some of its largest shareholders as well as its board of directors and management team that they expect to participate in the Offering. The Common Shares will be purchased according to the market. The Offering is will close or approx January 31, 2025.

The Company expects to use the entire proceeds of the offering for the development of the Company’s projects Nevadaand for working capital and general business purposes, viz i-80 Gold is working towards the end of the second phase of its development project which is scheduled to start or later March 31, 2025.

The offer will be made pursuant to a prospectus supplement to the Company’s short shelf form filed by June 21, 2024 (of “Shelf Prospectus“), which is a prospectus supplement to be prepared and filed by the Company with the securities regulatory authorities in each province and territory of Canada apart from Québec before closing the offer, and will be included with US Securities and Exchange Commission according to the Company US registration statement on Form F-10 (Registration No. 333-279567), which includes a Shelf Prospectus and has been declared effective by United States Securities and Exchange Commission to June 25, 2024.

Completion of the Offer is subject to receipt of regulatory approvals, including the approval of Toronto Stock Exchange (of “TSX“) and NYSE American, and other customary closing conditions.

Each of the A&R Convertible Credit Agreement and the related issuance of 2025 Orion Warrants to Orion constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 ” Protection of Small Security Actors in Special Transactions (“MI 61-101“) as Orion is a “related party” of the Company by virtue of owning more than 10% of the Company’s interest (within the meaning of MI 61-101, which includes Orion’s common shares, warrants and potential conversion rights to i-80 Gold assets under the A&R Convertible Credit Agreement). The Company has relied on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the official budget and minority shareholder approval requirements of MI 61-101 with respect to issuance of the Orion Documents of 2025. , and Section 5.7(1)(a) of MI 61-101 from the Consent Requirement of minority shareholders in connection with the A&R Revolving Credit Agreement insofar as the fair market value of the 2025 Orion Warrants or the fair market value of the subsidiary under the A&R Credit Agreement exceeds 25% of the Company’s market capitalization . Additionally, a valuation is not required under MI 61-101 with respect to an A&R Convertible Credit Agreement as the entry into an A&R Convertible Credit Agreement is not the type of related party transaction that requires a formal valuation. The Company has not presented the asset change report 21 days prior to the closing of the A&R Convertible Credit Agreement, including the issuance of the 2025 Orion Warrants, as the terms and conditions of the A&R Convertible Credit Agreement were not agreed until recently before that. close up.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any place or location. or where such offer, solicitation or sale would be unlawful prior to registration or certification under the securities laws of any such jurisdiction.

About I-80 Gold Corp.

I-80 Gold Corp. I am a Nevada-focused mining company with the third largest gold reserves in the country Nevada. The ongoing recapitalization project is aimed at unlocking the value of the Company’s high-grade gold deposits to create Nevada medium gold producer. i-80 GoldThe common shares are listed on the TSX and NYSE American under the symbol IAU:TSX and IAUX:NYSE. More information about i-80 GoldThe asset portfolio and long-term growth strategy are available at www.i80gold.com or by email at info@i80gold.com.

EXPECTATION EXPECTATION

Certain statements in this release include “forward-looking statements” or “forward-looking statements” within the meaning of applicable securities laws, including but not limited to, statements regarding: The Company’s Agreement with Orion of placing certain personal property and security of real property. in lieu of securing the Company’s obligations under the A&R Convertible Credit Agreement; The Company’s ability to satisfy all closing conditions and to close the Offering within the announced timeline and at the announced profit; Company’s Use of Funds for Contributions; Company preparation and filing of prospectus supplement in the declared provinces and territories, and US Securities and Exchange Commission by closing; the end of the Sacrifice; the Company’s ability to obtain TSX and NYSE American approval; and the Company’s other future plans and expectations. Such statements and information involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the company, its plans or industry results, to differ. materially differ from actual or implied future results, performance or performance. with forward-looking statements or information. Such statements can be identified by the use of words such as “maybe”, “may”, “may”, “will”, “responsible”, “expect”, “believe”, plan, “expect”, “estimate”, “schedule”, “forecast”, “predict” and similar words, or imply that certain actions, events or results “might”, “might”, “could”, “could” ” or “will” happen. or to be These statements reflect the Company’s current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and cannot be accurate indicators of whether such results will will be achieved or not. A number of factors could cause actual results to differ materially from those discussed in the announcements or information, including, but not limited to: adverse changes, unexpected changes in regulations, laws or regulations, or their enforcement by applicable authorities. ; failure of parties to contracts with the company to perform as agreed; social or workplace unrest; changes in commodity prices; and the failure of research programs or studies to provide the expected results or results that would justify and support further research, studies, development or operation. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, see the i-80 filings with the securities regulators. of Canada, including the latest Annual Information Form. available on SEDAR+ at www.sedarplus.ca.