i-80 Gold Closes Previously Announced US$11 Million Private Placement

Rhea-AI Summary

i-80 Gold Corp (NYSE: IAUX) has successfully closed a US$11.12 million private placement, selling 22.24 million units at US$0.50 per unit. Each unit includes one common share and half a warrant, with warrants exercisable at US$0.70 until November 2027. This private placement, combined with a previous offering, raised total gross proceeds of US$184 million. Notable insider participation included directors and officers purchasing 1.825 million units, with Director and Senior Officer Richard Young leading with a US$647,500 investment. The funds will support i-80's new development plan in Nevada and general working capital purposes.

Positive

• Total gross proceeds of US$184 million raised through combined offerings
• Strong insider participation with directors and officers purchasing 1.825 million units, showing confidence in company direction
• Funds will support growth and development plans in Nevada

Negative

• Six-month hold period under U.S. securities laws and four-month hold period under Canadian securities laws applies to the new shares
• Potential dilution for existing shareholders

Insights

Financial Analyst

i-80 Gold successfully raised US$184 million through combined offerings to fund Nevada growth initiatives, with insiders investing US$912,500.

i-80 Gold has successfully closed its US$11.12 million private placement, which complements its previously closed public offering to generate total proceeds of US$184 million. The financing package consists of units priced at US$0.50 each, with each unit comprising one common share and a half-warrant exercisable at US$0.70 until November 2027.

The capital raise is strategically significant for funding the company's Nevada development plan. What stands out is the strong insider participation, with directors and officers purchasing US$912,500 worth of units, representing approximately 8.2% of the private placement. The largest insider investment came from Director and Senior Officer Richard Young, who purchased 1,295,000 units for US$647,500.

This substantial insider buying demonstrates management's alignment with shareholders and confidence in the company's growth trajectory. The company structured this financing through a combination of a public offering and private placement, with the private placement portion subject to standard regulatory hold periods of six months under U.S. securities laws and four months plus one day under Canadian securities laws.

The transaction was exempt from formal valuation and minority shareholder approval requirements as the insider participation represented less than 25% of the company's market capitalization. This US$184 million cash infusion provides significant financial flexibility to execute on the company's Nevada growth initiatives and strengthens its working capital position.

RENO, Nev., May 26, 2025 /PRNewswire/ - i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) ("i-80" or the "Company") is pleased to announce that it has closed the previously announced concurrent private placement (the "Concurrent Private Placement") of 22,240,000 units (the "Units") at a price of US$0.50 per Unit for gross proceeds of US$11,120,000.

Consistent with the terms of the Company's bought deal public offering (the "Offering") which closed on May 16, 2025, each Unit is comprised of one common share (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of US$0.70 until November 16, 2027. Units were sold to certain directors, officers, and other current individual shareholders of the Company and will be subject to a hold period of six months under applicable U.S. securities laws, as amended, and a hold period of four months plus one day under applicable Canadian securities laws, from the closing date of the Concurrent Private Placement.

The Offering and the Concurrent Private Placement generated aggregate gross proceeds of US$184,000,000 which are intended to be used on growth expenditures in support of i-80's new development plan in Nevada and for general working capital and corporate purposes, as more particularly described in the respective U.S. and Canadian prospectus supplements in connection with the Offering.

Certain directors and officers of the Company named below (collectively, the "Insiders") purchased an aggregate of 1,825,000 Units pursuant to the Concurrent Private Placement (the "Insider Participation"). Each subscription by an Insider in the Concurrent Private Placement is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of i-80's market capitalization. The Company did not file a material change report relating to the Insider Participation more than 21 days before the expected closing date of the Concurrent Private Placement as the details of the Insider Participation was not settled at such time.

Insider	Insider Relationship	Units Purchased (#)	Amount (US$)
Richard Young	Director and Senior Officer of i-80	1,295,000	US$647,500
Ron Clayton	Director of i-80	200,000	US$100,000
Paul Chawrun	Senior Officer of i-80	140,000	US$70,000
John Begeman	Director of i-80	50,000	US$25,000
Ryan Snow	Senior Officer of i-80	50,000	US$25,000
Tim George	Senior Officer of i-80	50,000	US$25,000
David Savarie	Senior Officer of i-80	20,000	US$10,000
Leily Omoumi	Senior Officer of i-80	20,000	US$10,000

The securities issued under the Concurrent Private Placement have not been registered under the U.S. Securities Act, or any state or other applicable jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state or other jurisdictions' securities laws.

The participation of directors and officers in the Concurrent Private Placement reflects continued confidence in the Company's strategic direction and growth potential.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About i-80 Gold Corp.

i-80 Gold Corp. is a Nevada-focused mining company committed to building a mid-tier gold producer through a new development plan to advance its high-quality asset portfolio. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of high-grade exploration projects advancing towards feasibility and one operating project ramping-up toward steady-state, all strategically located in Nevada's most prolific gold-producing trends. Leveraging its fully permitted central processing facility following an anticipated refurbishment, i-80 Gold is executing a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. i-80 Gold's shares are listed on the Toronto Stock Exchange (TSX:IAU) and the NYSE American (NYSE:IAUX). For more information, visit www.i80gold.com.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws, including but not limited to statements pertaining to the intended use of proceeds from the Offering and the Concurrent Private Placement, the Company's strategic direction and growth potential, the Company's ability to execute on its new development plan and advance its assets towards feasibility toward construction and production, refurbishment of the Company's central processing facility, and the Company ability to execute a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. Furthermore, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the Company's current expectations regarding future events, performance and results and speak only as of the date of this release or as of the dates specified in such statements, and are expressly qualified in their entirety by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.

Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to: the use of proceeds being applied differently than anticipated or disclosed, material adverse changes, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labor unrest; changes in commodity prices; and the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, please see "Risks Factors" in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks pertaining to the Company, which is available on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca. Readers are encouraged to carefully review these risk factors as well as the Company's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators.

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SOURCE i-80 Gold Corp

FAQ

How much did i-80 Gold (IAUX) raise in their private placement?

i-80 Gold raised US$11.12 million through the private placement, selling 22.24 million units at US$0.50 per unit. Combined with their previous offering, total gross proceeds reached US$184 million.

What is the exercise price and expiry date for IAUX warrants from the May 2025 private placement?

The warrants have an exercise price of US$0.70 and expire on November 16, 2027.

How much did i-80 Gold insiders invest in the May 2025 private placement?

Insiders purchased 1.825 million units totaling US$912,500, with Richard Young being the largest insider investor at US$647,500.

What is the lock-up period for IAUX shares from the May 2025 private placement?

The shares have a six-month hold period under U.S. securities laws and a four-month plus one day hold period under Canadian securities laws.

How will i-80 Gold use the proceeds from the May 2025 private placement?

The proceeds will be used for growth expenditures supporting i-80's new development plan in Nevada and for general working capital and corporate purposes.