[10-Q] i-80 Gold Corp. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
I-80 Gold Corp filed its Q3 2025 report, showing revenue of
Cash and cash equivalents rose to
Positive
- None.
Negative
- None.
Insights
Revenue grew, liquidity improved via equity, but going concern risk remains.
I-80 Gold delivered stronger top-line results: Q3 revenue of
Liquidity improved markedly, with cash and cash equivalents at
The filing explicitly states “material uncertainties which cast substantial doubt” on the company’s ability to continue as a going concern. Actual impact hinges on securing future financing and executing project development; subsequent filings may detail additional capital actions or reserve declarations.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
For the Quarterly Period Ended September 30, 2025
OR
For the Transition Period from ____ to ____
Commission File Number: 001-41382
(Exact Name of Registrant as Specified in Its Charter)
N/A | |||||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of Principal Executive Offices) | (Postal Code) | ||||||||||
( (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 | IAU | The Toronto Stock Exchange | |||||||||
Warrants to Purchase Common shares | IAU.WT.U | The Toronto Stock Exchange | |||||||||
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 ☐
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.
1
Large accelerated filer ☐ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 12, 2025 the registrant had 826,281,972 common shares, no par value, outstanding.
2
| PART I - FINANCIAL INFORMATION | PAGE | |||||||
Forward-Looking Information | ||||||||
Item 1. | Financial Statements and Supplementary Data | 5 | ||||||
Condensed Consolidated Balance Sheets (unaudited) | 5 | |||||||
Condensed Consolidated Statements of Operations (unaudited) | 6 | |||||||
Condensed Consolidated Statements of Cash Flows (unaudited) | 7 | |||||||
Condensed Consolidated Statements of Changes in Equity (unaudited) | 8 | |||||||
Notes to Condensed Consolidated Financial Statements (unaudited) | 9 | |||||||
Item 2. | Management's Discussion of Analysis of Financial Condition and Results of Operations | 23 | ||||||
Overview | 23 | |||||||
Discussion of Operational Results | 27 | |||||||
Discussion of Financial Results | 32 | |||||||
Liquidity and Capital Resources | 36 | |||||||
Non-GAAP Financial Performance Measures | 41 | |||||||
Item 3. | Quantitative and Qualitative Disclosure about Market Risk | 43 | ||||||
Item 4. | Controls and Procedures | 43 | ||||||
PART II - OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 44 | ||||||
Item 1A. | Risk Factors | 44 | ||||||
Item 2. | Unregistered Sales Of Equity Securities And Use Of Proceeds | 44 | ||||||
Item 3. | Defaults Upon Senior Securities | 44 | ||||||
Item 4. | Mine Safety Disclosures | 44 | ||||||
Item 5. | Other Information | 45 | ||||||
Item 6. | Exhibits | 46 | ||||||
Signatures | 47 | |||||||
3
FORWARD-LOOKING INFORMATION
Certain information set forth in this Quarterly Report Form 10-Q, 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, the perceived merit and anticipated timing of securing capital for the Company's development plan and recapitalization plan via debt facilities, royalty sales, or the sale of property, the intended use of proceeds from the bought deal equity offering and the concurrent private placement, outlook on gold output, 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 therefrom. 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 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. 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 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 Quarterly Report Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q 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.
4
PART I
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
I-80 GOLD CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Note | September 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventory | 3 | ||||||||||
| Prepaids and deposits | |||||||||||
| Current portion of other assets | |||||||||||
| Total current assets | |||||||||||
| Non-current assets | |||||||||||
| Other assets | |||||||||||
| Restricted cash | |||||||||||
| Property, plant and equipment, net | 4 | ||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Current portion of long-term debt | 5 | ||||||||||
| Current reclamation liabilities | |||||||||||
| Current portion of other liabilities | 6 | ||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Long-term debt | 5 | ||||||||||
| Reclamation liabilities | |||||||||||
| Non-current portion of other liabilities | 6 | ||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES | 16 | ||||||||||
| EQUITY | |||||||||||
Common shares, unlimited authorized shares with no par value, | 7 | ||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
5
I-80 GOLD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | 10 | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||
| Depletion, depreciation and amortization | 4 | ( | ( | ( | ( | ||||||||||||
| Gross profit (loss) | ( | ( | |||||||||||||||
| Expenses | |||||||||||||||||
| Pre-development, evaluation and exploration | |||||||||||||||||
| General and administrative | |||||||||||||||||
| Property maintenance | |||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||
| Other income | 11 | ||||||||||||||||
| Other expense | 11 | ( | ( | ( | ( | ||||||||||||
| Interest expense | 12 | ( | ( | ( | ( | ||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||
| Deferred tax expense | 14 | ( | ( | ||||||||||||||
| Net loss and comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Loss per share | |||||||||||||||||
| Basic and diluted loss per share | 8 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||
| Basic and diluted weighted average shares outstanding | 8 | ||||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
6
I-80 GOLD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Adjustments | |||||||||||||||||
| Depletion, depreciation and amortization | 4 | ||||||||||||||||
Reclamation accretion expense | |||||||||||||||||
| Share-based payments | ( | ||||||||||||||||
Non-cash items included in other expense | 9 | ||||||||||||||||
Loss (gain) on foreign exchange | ( | ( | ( | ||||||||||||||
Interest expense | |||||||||||||||||
| Deferred tax expense | |||||||||||||||||
| Reclamation expenditures | ( | ( | ( | ( | |||||||||||||
Other | ( | ( | |||||||||||||||
Net change in operating assets and liabilities | 9 | ( | ( | ||||||||||||||
| Cash used in operating activities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| INVESTING ACTIVITIES | |||||||||||||||||
| Capital expenditures on property, plant and equipment | ( | ( | ( | ( | |||||||||||||
| Disposal proceeds | |||||||||||||||||
| Cash used in investing activities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||||||||
Net proceeds from shares issued in equity offerings | 7 | ( | |||||||||||||||
| Principal repayment on Gold Prepay Agreement | 5 | ( | ( | ( | ( | ||||||||||||
| Principal repayment on Silver Purchase Agreement | 5 | ( | ( | ( | |||||||||||||
| Net proceeds from New Gold Prepay and Silver Purchase Agreement | 5 | ||||||||||||||||
Repayment on New Gold Prepay and Silver Purchase Agreement | 5 | ( | |||||||||||||||
Stock option and warrant exercises | |||||||||||||||||
| Finance fees paid | ( | ( | ( | ||||||||||||||
| Contingent payments | ( | ||||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||
Cash (used in) provided by financing activities | $ | ( | $ | ( | $ | $ | |||||||||||
| Change in cash, cash equivalents and restricted cash during the period | ( | ( | |||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||||||||
| Effect of exchange rate changes on cash held | ( | ||||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | $ | $ | |||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Restricted cash and cash equivalents | |||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | $ | $ | |||||||||||||
Supplemental cash flow information [Note 9]
See accompanying notes to the Condensed Consolidated Financial Statements
7
I-80 GOLD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Share Capital | Additional Paid-In Capital | Accumulated Deficit | ||||||||||||||||||
| Note | Shares | Amount | Total Equity | |||||||||||||||||
| Balance as at December 31, 2023 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 7 | — | — | |||||||||||||||||
| Shares issued in relation to contingent payments | 7 | — | — | |||||||||||||||||
| Share-based compensation | 7 | ( | — | |||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at March 31, 2024 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 7 | — | — | |||||||||||||||||
| Share-based compensation | 7 | ( | — | |||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at June 30, 2024 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 7 | — | — | |||||||||||||||||
| Share-based compensation | 7 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at September 30, 2024 | $ | $ | $ | ( | $ | |||||||||||||||
| Balance as at December 31, 2024 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 7 | — | — | |||||||||||||||||
| Share-based compensation | 7 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at March 31, 2025 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 7 | — | ||||||||||||||||||
| Share-based compensation | 7 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at June 30, 2025 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 7 | — | ( | — | — | ( | ||||||||||||||
| Issued on exercise of warrants | 7 | ( | — | |||||||||||||||||
| Share-based compensation | 7 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at September 30, 2025 | $ | $ | $ | ( | $ | |||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
1.NATURE OF OPERATIONS
i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver mining company engaged in the exploration and extraction 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 hosts a carbon-in-leach and an autoclave processing plant expected to be refurbished. Each property is wholly-owned by the Company.
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, net, inventories, and certain derivative instruments 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 interim unaudited Condensed 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, amongst other factors and assumptions as otherwise detailed herein, including 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 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.
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 presentation
The Financial Statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. While information and note disclosures normally included in annual financial statements and prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, the Company believes that the information and disclosures included in the Financial Statements are adequate and not misleading. Therefore, this information should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025. Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2024. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. The results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
(c)Recently Issued Accounting Standards
Improvement to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 which enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The guidance is effective beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the Company plans to reflect the new disclosure requirements in its Annual Report.
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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
Disaggregation of Income Statement Expenses
In November 2024, ASU 2024-03 was issued, requiring additional disclosures in the notes to the financial statements on the nature of certain expense captions presented on the face of the Consolidated Statement of Operations. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impacts of the guidance on its consolidated financial statements.
3.INVENTORY
| September 30, 2025 | December 31, 2024 | |||||||
| Mineralized material in stockpiles and on leach pads | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Materials and supplies | ||||||||
| Total inventory | $ | $ | ||||||
The amount of inventory recognized in cost of sales for the three and nine months ended September 30, 2025, was $28.4 million and $65.6 million, respectively (2024 - $15.9 million and $43.6 million, respectively). During the three and nine months ended September 30, 2025, the Company recognized, within cost of sales, inventory write-downs of nil and $4.0 million, respectively, related primarily to Granite Creek mineralized material stockpile (2024 - $3.3 million and $12.1 million, respectively).
4.PROPERTY, PLANT AND EQUIPMENT, NET
| September 30, 2025 | December 31, 2024 | |||||||
Pre-development and exploration properties (i) | $ | $ | ||||||
Buildings, plant and equipment (ii) | ||||||||
| Construction-in-progress (i) | ||||||||
| Total | ||||||||
| Accumulated depreciation | ||||||||
| Net carrying amounts | $ | $ | ||||||
(i)Pre-development and exploration properties and construction-in-progress are not subject to depletion.
(ii)Included in buildings, plant and equipment is $135.8 million (2024 - $136.0 million) not subject to depreciation, depletion and amortization.
Total depreciation, depletion and amortization on property, plant and equipment is as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Depreciation, depletion and amortization | $ | $ | $ | $ | ||||||||||
| Recorded in pre-development, evaluation and exploration | ||||||||||||||
| Recorded in general and administrative | ||||||||||||||
| Recorded in property maintenance | ||||||||||||||
| Total depletion, depreciation and amortization | $ | $ | $ | $ | ||||||||||
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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
5.LONG-TERM DEBT
| Orion Convertible Loan | Sprott Convertible Loan | Convertible Debentures | Gold Prepay Agreement | Silver Purchase Agreement | Other | Total | |||||||||||||||||
| As at January 1, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Additions and adjustments | ( | ( | ( | ||||||||||||||||||||
| Amortization of finance costs | |||||||||||||||||||||||
| Principal repayment | ( | ( | ( | ( | ( | ||||||||||||||||||
| Finance charge | |||||||||||||||||||||||
| As at December 31, 2024 | |||||||||||||||||||||||
| Additions and adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of finance costs | |||||||||||||||||||||||
| Principal repayment | ( | ( | ( | ( | |||||||||||||||||||
| Finance charge | |||||||||||||||||||||||
| As at September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Less current portion | |||||||||||||||||||||||
| Long-term portion | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
Orion Convertible Loan
On January 15, 2025, the Company entered into an Amended and Restated Orion Convertible Loan Agreement ("Orion Convertible Loan") with Orion Mine Finance ("Orion"). Pursuant to the amendment, the maturity date was extended from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations under the Orion Convertible Loan. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place as of March 31, 2025. In connection with the amendment the Company issued to Orion 5.0 million common share purchase warrants (Note 6) and entered into an offtake agreement with Orion. The offtake agreement will commence once the current offtake agreement expires at the end of December 2028 (Note 16).
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 Orion Convertible Loan bears interest at a rate of 8.0 % annually and matures on June 30, 2026. As at September 30, 2025, total principal and accrued interest was $67.8 million. Interest expense is calculated by applying the effective interest rate of 16.72 % to the host liability component (December 31, 2024 - 18.64 %). Interest accretion is included in interest expense.
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 September 30, 2025, total principal and accrued interest was $6.2 million. Interest expense is calculated by applying the effective interest rate of 16.10 % to the host liability component. Interest accretion is included in interest expense.
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. On February 28, 2025, the Company completed certain amendments to its Convertible Debentures.
The amendments provided for:
•the conversion price applicable to the 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’ 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 American 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 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;
•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.
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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
The mandatory redemption right is considered to be an embedded derivative by the Company, classified as financial liability and not separated from the host liability component. 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 Convertible Debentures bear interest at a fixed rate of 8.0 % per annum and will mature on February 22, 2027. As at September 30, 2025, total principal and accrued interest is $80.0 million. Interest expense is calculated by applying the effective interest rate of 9.4 % to the host liability component (December 31, 2024 - 9.2 %). Interest accretion is included in interest expense.
Gold Prepay Agreement
In December 2021, the Company entered into a gold prepay agreement with Orion, which was subsequently amended in April 2022 and September 2023. On March 28, 2025, the Company entered into a further amending agreement to the Gold Prepay Purchase and Sale Agreement (as amended, the "Gold Prepay Agreement") with Orion extending the quarterly gold deliveries due March 31, 2025, to April 7, 2025.
During the three and nine months ended September 30, 2025, the Company delivered 3,210 and 12,840 ounces of gold, respectively, under the Gold Prepay Agreement to Orion. As of September 30, 2025, the Company had cumulatively delivered 38,183 ounces of gold towards the Gold Prepay Agreement, leaving 5,550 ounces of gold remaining to be delivered.
Interest expense is calculated by applying the effective interest rate of 29.7 % to the host liability component (December 31, 2024 - 31.9 %). Interest accretion is included in interest expense. For the 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.
Silver Purchase Agreement
In December 2021, the Company entered into a silver purchase and sale agreement with Orion. On March 28, 2025, the Company entered into a further amending agreement to the Silver Purchase and Sale Agreement (as amended, the "Silver Purchase Agreement" ) with Orion extending the 2024 shortfall amount due March 31, 2025, to April 7, 2025.
During the three and nine months ended September 30, 2025, the Company settled 1,723 and 403,870 ounces of silver, respectively, under the Silver Purchase Agreement with Orion. 398,446 ounces were settled in satisfaction of the 2024 shortfall amount and 5,424 ounces were settled in relation to the 2025 annual minimum delivery amount. The 2024 shortfall amount was settled net of Orion's cash purchase price. The remaining ounces to be delivered under the 2025 annual minimum delivery amount is 94,576 ounces.
Interest expense is calculated by applying the effective interest rate of 21.9 % to the host liability component (December 31, 2024 - 23.3 %). Interest accretion is included in interest expense. For the 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.
New Gold Prepay and Silver Purchase Agreement
On March 31, 2025, the Company entered into a New Gold Prepay and Silver Purchase arrangement ("New Gold Prepay and Silver Purchase Agreement") with National Bank of Canada ("National Bank") under which National Bank purchased 6,864 ounces of gold and 345,549 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 were used to satisfy the outstanding gold and silver deliveries due to Orion under its respective Gold Prepay Agreement and Silver Purchase Agreement. The New Gold Prepay and Silver Purchase Agreement was funded on April 1, 2025 for total proceeds of $31.0 million. On May 16, 2025, the Company repaid the full outstanding balance under the New Gold Prepay and Silver Purchase Agreement, consisting of principal of $31.0 million and financing expense of $1.3 million as shown in Other above.
The New Gold Prepay and Silver Purchase Agreement contained an early termination make-whole provision and a mandatory prepayment provision, that were considered embedded derivatives by the Company and measured at fair value. The early termination make-whole provision and mandatory prepayment provision were classified as financial liabilities and not separated from the host liability component as they were deemed to be closely related.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
6.OTHER LIABILITIES
| September 30, 2025 | December 31, 2024 | |||||||
Warrant liability (i) | $ | $ | ||||||
Share-based payment liability (ii) | ||||||||
Orion - Conversion and change of controls rights (iii) | ||||||||
Sprott - Conversion and change of controls rights (iii) | ||||||||
Gold Prepay Agreement embedded derivative (iv) | ||||||||
Silver Purchase Agreement embedded derivative (v) | ||||||||
| Deferred revenue (vi) | ||||||||
| Lease liability | ||||||||
| Total other liabilities | ||||||||
| Less current portion | ||||||||
| Long-term portion | $ | $ | ||||||
(i)Warrant liability
| Issue date | Expiry date | Exercise price (C$) | Number of warrants | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Brokered placement | 5/1/2024 | 5/1/2028 | $ | $ | ||||||||||||||||
| Orion warrants | 9/20/2023 | 9/20/2026 | ||||||||||||||||||
| Orion warrants | 1/24/2024 | 1/24/2028 | ||||||||||||||||||
| Orion warrants | 1/15/2025 | 1/15/2029 | ||||||||||||||||||
| Orion warrants | 12/13/2021 | 12/13/2025 | ||||||||||||||||||
| Paycore warrants | 5/5/2023 | 5/2/2025 | ||||||||||||||||||
| Paycore warrants | 5/5/2023 | 2/9/2025 | ||||||||||||||||||
| Total 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 recorded in other income or other expense (Note 11). The current portion of the liability is 1.0 million at September 30, 2025.
The fair value of the warrants, excluding warrants issued in connection with the May 2024 brokered placement, were calculated using the Black-Scholes option pricing model with the following assumptions:
| September 30, 2025 | December 31, 2024 | |||||||
| Risk-free rate | ||||||||
| Warrant expected life | ||||||||
| Expected volatility | ||||||||
On January 15, 2025, in connection with the amendments to the Orion Convertible Loan (Note 5) the Company issued 5.0 million common share purchase warrants.
(ii)Share-based payment liability
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
(iii)Conversion and change of control right
The Orion Convertible Loan and Sprott Convertible Loan (the "Convertible Loans") contain 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 17). 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 September 30, 2025, none of the features were exercised.
The Company recognizes the Convertible Loans embedded derivatives at fair value with any changes in fair value recorded in other income or other expense (Note 11). The current portion of the Orion Convertible Loan embedded derivative liability is $1.9 million at September 30, 2025. The current portion of the Sprott Convertible Loan embedded derivative liability is $0.01 million at September 30, 2025.
(iv)Gold Prepay Agreement embedded derivative
The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement (Note 5 and Note 17). The Company recognizes the embedded derivative at fair value with any changes in fair value recorded in other income or other expense (Note 11). As of September 30, 2025, the current portion of the Gold Prepay Agreement embedded derivative liability was $7.1 million.
(v)Silver Purchase Agreement embedded derivative
The financial liability represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement (Note 5 and Note 17). The Company recognizes the embedded derivative at fair value with any changes in fair value recorded in other income or other expense (Note 11). As of September 30, 2025, the current portion of the Silver Purchase Agreement embedded derivative liability was $1.8 million.
(vi) Deferred revenue
On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc. with a term of 18 months, which serves as a working capital facility (the "Auramet Agreement"). Under the Auramet Agreement, the Company may receive up to $12.0 million in prepayments for gold contained in mineralized material. During the three and nine months ended September 30, 2025, the Company delivered 3,041 and 4,495 ounces of gold, respectively, under the agreement. Total revenue recognized during the three and nine months ended September 30, 2025 amounted to $10.1 million and $15.0 million, respectively. As of September 30, 2025, deferred revenue was $5.5 million, representing 1,605 ounces which was settled in October 2025.
7.COMMON SHARES
(a)Issued share capital:
| Note | Number of shares | Amount | |||||||||
| Balance as at December 31, 2023 | $ | ||||||||||
| Private placement | (iv) | ||||||||||
| ATM program | (iii) | ||||||||||
| Contingent payments | (v) | ||||||||||
| Brokered placement | (vi) | ||||||||||
| Share-based compensation | |||||||||||
| Balance as at September 30, 2024 | $ | ||||||||||
| Balance as at December 31, 2024 | $ | ||||||||||
| Private placement | (i) | ||||||||||
| ATM Program | (iii) | ||||||||||
| Private placement | (ii) | ||||||||||
| Brokered placement | (ii) | ||||||||||
| Share-based compensation | |||||||||||
| Exercise of warrants | (ii) | ||||||||||
| Balance as at September 30, 2025 | $ | ||||||||||
(i)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 $15.6 million (C$22.6 million). On February 28, 2025, in connection with the prospectus offering, the Company closed a concurrent private placement of 1.0 million common shares to certain directors and officers of the Company at a price of C$0.80 per share for aggregate gross proceeds of $0.6 million (C$0.8 million).
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
(ii)On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million. In addition to the bought deal public offering, the Company closed a private placement of 25.2 million units to certain directors, officers and other shareholders of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million and net proceeds of $12.5 million. Each unit for both offerings is comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. The total number of warrants issued were 185.5 million.
The Company has assessed the warrants to meet the requirements to be recorded as equity. The net proceeds from the bought deal offering and the private placement were allocated to the warrants in the amount of $10.5 million and $164.9 million allocated to share capital based upon the relative fair values of the shares and warrants issued.
During the three months ended September 30, 2025, 1.8 million warrants were exercised at an exercise price of $0.70 per share, resulting in the issuance of 1.8 million common shares of the Company for cash proceeds of $1.3 million.
(iii)The Company's at-the-market equity program ("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 allowed i-80 Gold to offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American such number of common shares of the Company as would have an aggregate offering price of up to $50 million. The ATM Program expired on March 31, 2025. During the first quarter of 2025, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of $2.5 million (nine months ended September 30, 2024 - 11.5 million common shares for total gross proceeds of $13.1 million).
(iv)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.
(v)On February 9, 2024, the Company issued 1.6 million common shares to Waterton Global Resource Management Inc. ("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.
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.
(vi)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 C$115.0 million ($83.5 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 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million 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 within the statement of changes in equity.
(b)Share-based payments
During the three months ended September 30, 2025, the Company granted 1,029,948 restricted share units ("RSU") and 105,913 deferred share units ("DSU)" to its officers, employees and directors (nine months ended September 30, 2025 - 7,120,797 RSUs and 1,692,289 DSUs).
During the three months ended September 30, 2025, the Company granted 641,376 performance share units ("PSU") to its officers and employees (nine months ended September 30, 2025 - 3,980,376 ). The PSUs have a performance multiplier from 0 % to 200 % of the number of units granted based on the Company's total shareholder return relative to the performance of an exchange traded fund. The Company used a Monte-Carlo simulation and determined a weighted average grant date fair value of $0.71 per unit granted.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
8.BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated based on the weighted average number of common shares outstanding during the period. 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:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Convertible Debentures and Convertible Loans of 70,365,388 8,856,490 7,960,752 233,298,025
9.SUPPLEMENTAL CASH FLOW INFORMATION
(i) The following table summarizes the changes in operating assets and liabilities:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Receivables | $ | $ | $ | ( | $ | |||||||||
| Prepaids and deposits | ( | ( | ||||||||||||
| Inventory | ( | ( | ( | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ( | ||||||||||||
| Deferred revenue | ( | |||||||||||||
| Net change in operating assets and liabilities | $ | $ | ( | $ | $ | ( | ||||||||
(ii) The following table summarizes non-cash items included in other expense:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
(Loss) gain on fair value measurement of warrant liability | $ | ( | $ | ( | $ | ( | $ | |||||||
(Loss) gain on fair value measurement of Convertible Loans | ( | ( | ( | |||||||||||
Loss on Gold Prepay Agreement and embedded derivative | ( | ( | ( | ( | ||||||||||
Gain (loss) on Silver Purchase Agreement and embedded derivative | ( | ( | ( | |||||||||||
| Other | ( | ( | ||||||||||||
Non-cash items included in other expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
10.REVENUE
Revenue by product
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Gold and silver | $ | $ | $ | $ | ||||||||||
| Mineralized material | ||||||||||||||
Total | $ | $ | $ | $ | ||||||||||
Revenue by customer
At September 30, 2025, the Company had one customer that made up 92 % of trade receivable (2024 - 92 % 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. During the three and nine months ended September 30, 2025 and three and nine months ended September 30, 2024 all revenues were in the United States.
The following table represents sales to individual customers representing greater than 10% of the Company's revenue:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
Customer 1 | $ | $ | $ | $ | ||||||||||
Customer 2 | ||||||||||||||
Customer 3 | ||||||||||||||
11.OTHER EXPENSE AND OTHER INCOME
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
Loss on fair value measurement of warrant liability | $ | ( | $ | ( | $ | ( | $ | |||||||
Loss on Gold Prepay Agreement and embedded derivative | ( | ( | ( | ( | ||||||||||
Loss on Silver Purchase Agreement and embedded derivative | ( | ( | ( | |||||||||||
Loss on fair value measurement of Convertible Loans | ( | ( | ( | |||||||||||
Loss on foreign exchange | ( | |||||||||||||
| Other | ( | |||||||||||||
| Total other expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
Gain on fair value measurement of warrant liability | $ | $ | $ | $ | ||||||||||
Gain on fair value measurement of Convertible Loans | ||||||||||||||
Gain on Silver Purchase Agreement and embedded derivative | ||||||||||||||
Gain on foreign exchange | ||||||||||||||
| Interest income on restricted cash | ||||||||||||||
| Other | ||||||||||||||
Total other income | $ | $ | $ | $ | ||||||||||
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
12.INTEREST EXPENSE
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Interest accretion on Convertible Loans | $ | $ | $ | $ | ||||||||||
| Interest accretion on Gold Prepay Agreement | ||||||||||||||
| Interest accretion on Silver Purchase Agreement | ||||||||||||||
| Interest accretion on Convertible Debentures | ||||||||||||||
Interest accretion on long-term debt | ||||||||||||||
| Amortization of finance costs | ||||||||||||||
| Finance expense | ||||||||||||||
Other interest expense | ||||||||||||||
Total interest expense | $ | $ | $ | $ | ||||||||||
13.SEGMENTED INFORMATION
The Company currently has four The results from operations for these reportable segments are summarized in the following tables:
| Three months ended September 30, 2025 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
| Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
Adjusted (loss) income from operations | ( | ( | ( | ( | ( | |||||||||||||||
| Unallocated expenses: | ||||||||||||||||||||
| Depletion, depreciation and amortization | ( | |||||||||||||||||||
| Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
| Three months ended September 30, 2024 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
| Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
Adjusted (loss) income from operations | ( | ( | ( | ( | ( | |||||||||||||||
| Unallocated expenses: | ||||||||||||||||||||
| Depletion, depreciation and amortization | ( | |||||||||||||||||||
| Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
| Nine months ended September 30, 2025 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
| Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
Adjusted (loss) income from operations | ( | ( | ( | ( | ( | |||||||||||||||
Unallocated expenses: | ||||||||||||||||||||
Depletion, depreciation and amortization | ( | |||||||||||||||||||
Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
| Nine months ended September 30, 2024 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
| Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
Adjusted loss from operations | ( | ( | ( | ( | ( | ( | ||||||||||||||
Unallocated expenses: | ||||||||||||||||||||
Depletion, depreciation and amortization | ( | |||||||||||||||||||
Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
____________________________
1 Cost of sales excluding depletion, depreciation, amortization, and royalties.
| As at September 30, 2025 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
| As at December 31, 2024 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
14.INCOME TAXES
The components of income tax expense are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| United States | $ | $ | ( | $ | $ | ( | ||||||||
| Deferred tax expense | $ | $ | ( | $ | $ | ( | ||||||||
| Total income tax expense | $ | $ | ( | $ | $ | ( | ||||||||
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
The components of loss before income taxes are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| United States | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Canada | ( | ( | ( | ( | ||||||||||
| Loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
15.RELATED PARTY TRANSACTIONS
The Company had the following transactions with its related parties as of December 31, 2024. During the three and nine months ended September 30, 2025, these entities no longer met the definition of related parties.
Related party debt
(i)The Company has Convertible Loans with both Orion and Sprott (Note 5). Interest accretion related to the loans is recorded in interest expense (Note 12).
(ii)The Company has a Gold Prepay Agreement and Silver Purchase Agreement with Orion (Note 5).
Other liabilities
(i)The Company has issued warrants and has entered into an offtake agreement with Orion (Note 6) (Note 16).
16.COMMITMENTS AND CONTINGENCIES
Surety bonds
At September 30, 2025, the Company has outstanding surety bonds in the amount of $137.7 million (December 31, 2024 - $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 that primarily relate to the Lone Tree property and the Ruby Hill property. The surety bonds are secured by restricted cash. 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. As at September 30, 2025, these royalties are recorded in cost of gold sold in the amount of $3.3 million (September 30, 2024 - $2.0 million). The Company has other royalties committed on deposits that are not currently producing.
Contingent Consideration
On June 14, 2012, Premier Gold Mines USA, Inc., through its wholly-owned subsidiary, Au-Reka Gold LLC, 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), payable in four installments of C$5.0 million each of the cumulative production of each of 250,000 , 500,000 , 750,000 and 1,000,000 ounces of gold produced.
Offtake Agreement
In April 2021, the Company entered into an offtake agreement with Orion. In December 2021, the offtake agreement was amended and restated (as amended, the "Offtake Agreement" ) whereby the Company will sell up to an aggregate of 40,000 ounces in any calendar year after 2023 until December 31, 2028. The final purchase price will be a market referenced gold price in US dollars per ounce during a defined quotational period. In the event that the Company does not produce the annual gold quantity in any given year, the obligation is limited to those ounces actually produced. The Offtake Agreement is currently owned by Vox Royalty Corp.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
New Offtake Agreement
In February 2025, the Company entered into an offtake agreement with Orion (the "Orion Offtake Agreement"), whereby the Company will sell to Orion 20 % of the refined gold and silver produced from the Granite Creek project and Ruby Hill project, commencing December 28, 2028, and ending on December 31, 2034. The final purchase price will be a market referenced gold price in US dollars per ounce during a defined quotational period.
17.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.
(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:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||
Level | Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||
Warrant liability - brokered placement | 1 | $ | $ | $ | $ | ||||||||||||
Warrant liability - other | 2 | ||||||||||||||||
| Share based payments | 2 | $ | $ | $ | $ | ||||||||||||
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 instruments 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 operations 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 2024 brokered placement are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and or the NYSE American and therefore a quoted market price is available.
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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
(i)Fair value measurements using significant unobservable inputs (level 3):
The following table presents 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 | |||||||||||||
| Balance as at January 1, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||
| Repayment | |||||||||||||||||
| Fair value adjustments | ( | ( | ( | ||||||||||||||
| Balance as at December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||
| Fair value adjustments | ( | ( | |||||||||||||||
| Balance as at September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||
The Company's derivative instruments are described in the level 1, 2 and 3 tables in this note.
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 judgment 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 Condensed 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 judgment 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 Condensed 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 September 30, 2025 and December 31, 2024, the gold substitution option did not have any value. In determining the fair value of the embedded derivatives at each reporting period, management judgment 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. As of September 30, 2025, the Company prospectively began using consensus prices along with forward prices in its price forecasts to better represent the fair value measurement estimate. Gains and losses were recorded in other income and other expense in the Condensed Consolidated Statement of Operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Company Overview
i-80 Gold Corp. (the "Company", "i-80 Gold") is a Nevada-focused growth-oriented gold and silver mining company engaged in the exploration and extraction of gold and silver. The Company is the fourth largest mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located in some of Nevada's most prolific gold-producing trends. The Company's wholly owned assets, which are at various stages of permitting, construction, and technical studies, include the Granite Creek property, the Ruby Hill property, the Lone Tree property which hosts a carbon-in-leach and an autoclave processing plant which is expected to be refurbished ("Lone Tree plant"), 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 NYSE American under the trading symbol IAUX and on the TSX under the trading symbol IAU. The Company’s head office is located in Reno, Nevada, United States ("US") and its principal 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.
Operational and Financial Highlights
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Revenue | $000s | 32,019 | 11,509 | 73,903 | 27,107 | ||||||||||||
| Gross profit (loss) | $000s | 3,118 | (4,920) | 6,822 | (17,526) | ||||||||||||
| Net loss | $000s | (41,867) | (43,099) | (113,287) | (103,803) | ||||||||||||
Loss per share | $/share | (0.05) | (0.11) | (0.18) | (0.30) | ||||||||||||
Cash flow used in operating activities | $000s | (15,246) | (23,495) | (49,282) | (73,277) | ||||||||||||
| Cash and cash equivalents | $000s | 102,867 | 21,776 | 102,867 | 21,776 | ||||||||||||
Drilling | ft | 52,864 | 39,191 | 76,513 | 79,678 | ||||||||||||
Gold ounces sold1 | oz | 9,368 | 4,740 | 22,720 | 12,247 | ||||||||||||
Average realized gold price2 | $/oz | 3,412 | 2,441 | 3,243 | 2,422 | ||||||||||||
Three months ended September 30, 2025
•Revenue increased to $32.0 million for the quarter compared to $11.5 million in the prior year period, primarily driven by higher gold ounces sold1 at Granite Creek and a higher average realized gold price2.
•Gold sales1 for the quarter increased to 9,368 ounces at an average realized gold price2 of $3,412 per ounce compared to gold sales1 of 4,740 ounces at an average realized gold price2 of $2,441 per ounce in the prior year period.
•Gross profit improved to $3.1 million from a gross loss of $4.9 million in the comparative period due to improved water management initiatives at Granite Creek resulting in higher operational efficiencies. Gross profit for Granite Creek was near break-even for the current quarter and is expected to be positive for the second half of 2025.
•Net loss decreased to $41.9 million compared to $43.1 million in the prior year period as higher gross profit was offset by higher pre-development, evaluation and exploration expenses as the Company advances the projects within its development plan. Upon declaration of mineral reserves certain pre-development, evaluation, and exploration expenditures currently expensed would be capitalized.
•Loss per share of $0.05 for the quarter compared to $0.11 loss per share in the prior year period improved primarily due to an increase in outstanding common shares following the equity raise in May 2025.
•Cash used in operating activities of $15.2 million improved compared to $23.5 million in the prior year period as a result of higher gross profit and higher working capital partially offset by increased pre-development, evaluation, and exploration expenses.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%).
2This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
23
•Cash balance of $102.9 million as at September 30, 2025, a decrease of $30.8 million compared to June 30, 2025, primarily due to cash used in pre-development, evaluation, and exploration expenses and a $11.9 million principal repayment of the amended Orion Mine Finance ("Orion") Gold Prepay Purchase and Sale Agreement ("Gold Prepay Agreement").
•Completed approximately 53,000 feet of core drilling, including at Granite Creek underground to enhance mineral resource definition and support a planned feasibility study, technical drilling at Mineral Point open pit within the Ruby Hill property for baseline data to advance permitting and technical reports, and geotechnical drilling at Cove underground to also support the planned feasibility study.
•Received all required permits and commenced construction for the upper level of the Archimedes project – the Company's second planned underground mine – marking a key milestone in phase one of its development plan.
•The Company remains on track to complete technical reports for its underground projects and the Lone Tree plant.
Nine months ended September 30, 2025
•Revenue increased to $73.9 million compared to $27.1 million in the comparative prior year period due to higher gold ounces sold and a higher average realized gold price2.
•Gold sales1 increased to 22,720 ounces at an average realized gold price2 of $3,243 per ounce, compared to gold sales of 12,247 ounces at an average realized gold price2 of $2,422 per ounce in the prior year period.
•Gross profit has improved to $6.8 million from a gross loss of $17.5 million in the comparative period due to improved water management initiatives at Granite Creek.
•Net loss of $113.3 million compared to $103.8 million in the prior year period was higher due to other expenses from revaluation losses, higher pre-development, evaluation and exploration expense partially offset by higher gross profit.
•Loss per share of $0.18 per share improved from $0.30 loss per share in the comparative prior year period due to an increase in outstanding common shares following the equity raise in May 2025.
•Cash used in operating activities was $49.3 million which is improved from the prior year period, primarily due to higher gross profit and higher working capital.
•Cash balance of $102.9 million as at September 30, 2025, an increase of $83.9 million from December 31, 2024, due to proceeds from the brokered and private placements, higher gross profit partially offset by cash used in pre-development, evaluation, and exploration expenses and gold and silver deliveries under the prepay and purchase agreements.
•Completed approximately 77,000 feet of core and reverse circulation drilling with multiple positive results to enhance mineral resource definition and improve resource definition at the Granite Creek underground project, infill and geotechnical drilling for the Cove project, and technical drilling for the Mineral Point open pit project within the Ruby Hill property.
•Filed Preliminary Economic Assessments ("PEA") for all five gold projects in support of the Company’s new development plan, which outlines a combined net present value of approximately $4.9 billion based on a $3,000 per ounce gold price.
Strategy Overview
i-80 Gold is executing a multi-asset development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing the Company’s two high-grade underground mines and the refurbishment and commissioning of the Lone Tree plant, which will serve as a central processing hub for underground refractory material from all underground projects. Development of the Company’s third underground mine as well as its two large, open pit oxide projects are expected to follow to support a long-term target of more than 600,0003 ounces of annual gold output. All of the Company's properties are currently considered to be in the exploration stage as mineral reserves have yet to be defined.
In support of the three phase development plan, the Company released PEAs in the first quarter of 2025 for all five core gold projects. These PEAs outlined a clear and achievable path to production and cash flow growth. Permitting, technical studies, and development work are actively being advanced across all five gold projects, as well as the Lone Tree plant, in support of upcoming feasibility studies.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%).
2This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
3Consolidated production estimates and average annual production targets include the Cove Project, Archimedes Underground Project, Mineral Point Open Pit Project, Granite Creek Underground Project, and Granite Creek Open Pit Project and are based on the most recent life-of-mine production schedules disclosed in the latest technical studies filed for each respective project and related property. These anticipated production figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and which are not mineral reserves. In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves. As such, there is no certainty that the production targets will be realized. The production target is also pending the completion of the autoclave refurbishment class 3 engineering study (where a series of trade-off scenarios will be considered comparing full autoclave refurbishment to alternate toll milling and ore purchase agreement options that could potentially be available), Board approval, and the successful funding, development, and commissioning of the Company’s Lone Tree autoclave processing facility. The production target presented herein is a Company goal and not a projection of results and should not be taken as production guidance.
24
Phase One of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in this phase is the refurbishment and commissioning of the wholly owned Lone Tree plant to unlock the full value of the Company’s underground mines. Once commissioned, the Lone Tree plant will enable processing of underground material to shift from third-party toll-milling to owner-operated processing in 2028. Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase One beginning in 20283.
Phase Two of the development plan focuses on bringing two additional projects into operation: Cove, the third planned underground mine, and Granite Creek open pit. Mineralized material from Cove is expected to be processed at the Lone Tree plant beginning in 2029. With four producing assets, average annual gold output is expected to increase to a range of between 300,000 to 400,000 ounces of gold in 20303, representing a significant step in i-80 Gold’s transition to a mid-tier producer.
Phase Three is anchored by the Mineral Point open pit project, which is expected to become the Company’s largest producing asset and projected to help the Company achieve its target of an average annual gold output beyond 600,000 ounces in the early 2030s3.
Recapitalization Plan
In parallel with advancing the development plan, the Company continues to execute on a recapitalization strategy focused on strengthening the balance sheet and funding its development plan. During the first quarter, the Company entered into agreements to defer the December 2024 Orion Gold Prepay Agreement and January 2025 Silver Purchase Agreement deliveries, which were settled on April 2, 2025, by entering into a New Gold Prepay and Silver Purchase Agreement with National Bank with deliveries of 6,864 ounces of gold and 345,549 ounces of silver due by September 30, 2025. The arrangement with National Bank was settled in May 2025 for $32.3 million with proceeds from the equity raise in the second quarter.
During the second quarter of 2025, the Company closed a bought deal public offering of 345 million units at a price of $0.50 per unit for aggregate gross proceeds of $172.0 million. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million and net proceeds of $12.5 million. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. If fully exercised, the warrants could provide the Company with up to approximately $130 million in additional proceeds.
The Company is actively working to secure the balance of required capital to execute the development plan and is currently in discussions with several parties regarding a combination of additional financing options. These potential options may include debt facilities, a royalty sale, and the potential sale of the Company's non-core FAD property. Management aims to complete the balance of its recapitalization plan by mid-2026, aligning with the date of maturity of the Orion Convertible Loan.
As previously disclosed, approximately $92 million is expected to be allocated to fund construction activities, drilling, permitting, and technical studies across all five gold projects included in the development plan, as well as the Lone Tree Plant, from May 2025 through to mid-2026.
Outlook
1
The Company is on track to meet its 2025 production guidance. It expects to extract between 30,000 to 40,000 ounces1 of gold in 2025. Granite Creek underground is expected to contribute 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.
To advance development plans, three areas of growth expenditures over the next three years were outlined in the PEAs filed for all five projects in March 2025. These growth expenditures fall into three categories: (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 that is primarily recognized in pre-development, evaluation and exploration expenditures.
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 "Forward-Looking Information" section. The Company may, but is under no obligation to, update this outlook depending on changes in metal prices and other factors.
Financing Overview
Nine months ended September 30, 2025
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).
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%).
25
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 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 with an affiliate of Orion ("Orion Convertible Loan"). The conditions relating to the deferral of certain gold and silver deliveries at the end of 2024 (collectively, the "Waiver Agreements").
Further to the Orion Convertible Loan, Orion and i-80 Gold extended the maturity date by six months from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations thereunder. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. In connection with the extension of the Orion Convertible Loan, the Company has issued 5 million common share purchase warrants to Orion with an exercise price of C$1.01 and an expiry date of January 15, 2029 (the “2025 Orion Warrants”).
In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Orion Offtake Agreement”). The Orion Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Vox Royalty Corp. expires at the end of December 2028.
At-the-Market Equity Program
During the first quarter of 2025, the Company issued 4.3 million common shares under the at-the-market equity program ("ATM program") for total gross proceeds of $2.5 million. From the inception of the ATM program until its expiration on March 31, 2025, the Company issued a total of 26.7 million common shares for total gross proceeds of $25.1 million.
New Gold Prepay and Silver Purchase Agreement
On March 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement ("New Gold Prepay and Silver Purchase agreement") with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,864 ounces of gold and 345,549 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 prepay arrangement were used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The New Gold Prepay and Silver Purchase Agreement was fully repaid during May 2025.
Completed PEAs for Five Gold Projects
During the first quarter of 2025, the Company issued five press releases highlighting the economic and operating results from PEAs completed for five gold projects within its development plan. The updated PEAs, filed at the end of the first quarter, demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate and new development plan. Technical reports for each material project were filed in accordance with Subpart 1300 of Regulation S-K ("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").
26
Third-party Processing Agreements
In March 2025, the Company finalized third-party processing agreements in respect of toll milling for refractory material as well as ore sales for oxide material. The agreements remain in effect through to December 31, 2027. The Company is targeting to have the anticipated refurbishment of its Lone Tree Plant complete by December 31, 2027, to allow for all material from the Company's three planned underground mines to be processed through the autoclave at the Lone Tree plant.
Working Capital Facility
On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc. with a term of 18 months, which serves a working capital facility (the "Auramet Agreement"). Under the Auramet Agreement, the Company may receive up to $12.0 million in prepayments for gold contained in mineralized material. During the three and nine months ended September 30, 2025, the Company delivered 3,041 and 4,495 ounces of gold, respectively, under the agreement. Total revenue recognized during the three and nine months ended September 30, 2025 amounted to $10.1 million and $15.0 million, respectively. As of September 30, 2025, the current portion of deferred revenue was $5.5 million, representing 1,605 ounces remaining to be delivered.
Bought Deal Offering and Private Placement
On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit was comprised of one common share and one-half of one common share purchase warrant.
During the three months ended September 30, 2025, the Company recorded the exercise of 1.8 million warrants at an exercise price of $0.70 per share, resulting in the issuance of 1.8 million shares of common shares and cash proceeds of $1.3 million.
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. The Company continued to advance its exploration stage gold properties following successful exploration programs.
Granite Creek Property
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 early-stage permitting and technical work. Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output.
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).
27
| Granite Creek Property | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
Operational Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Oxide mineralized material mined | tonnes | 15,296 | 19,107 | 54,693 | 44,885 | ||||||||||||
| Sulfide mineralized material mined | tonnes | 20,083 | 8,198 | 45,928 | 14,633 | ||||||||||||
| Total oxide and sulfide mineralized material mined | tonnes | 35,379 | 27,305 | 100,621 | 59,518 | ||||||||||||
| Oxide mineralized material mined grade | g/t | 9.77 | 12.51 | 11.19 | 12.35 | ||||||||||||
| Sulfide mineralized material mined grade | g/t | 10.65 | 8.31 | 9.12 | 8.72 | ||||||||||||
Low-grade mineralized material mined1 | tonnes | 15,288 | 24,015 | 54,307 | 49,763 | ||||||||||||
Low-grade mineralized material grade1 | g/t | 2.95 | 3.22 | 2.90 | 3.29 | ||||||||||||
| Waste mined | tonnes | 46,796 | 39,664 | 106,205 | 115,466 | ||||||||||||
Total material mined | tonnes | 97,463 | 90,984 | 261,133 | 224,747 | ||||||||||||
Processed mineralized material - sulfide | tonnes | 35,731 | — | 42,746 | 4,702 | ||||||||||||
Processed mineralized material - leach | tonnes | 14,674 | 34,473 | 67,261 | 34,473 | ||||||||||||
Total processed mineralized material | tonnes | 50,405 | 34,473 | 110,007 | 39,175 | ||||||||||||
Gold ounces sold2 | oz | 7,325 | 1,992 | 16,412 | 5,376 | ||||||||||||
Underground mine development (pre-development) | ft | 1,293 | 807 | 2,489 | 3,071 | ||||||||||||
| Drilling | ft | 31,856 | 4,923 | 35,004 | 23,402 | ||||||||||||
| Financial Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Mining cost (total mineralized material and waste) | $/t | 134 | 131 | 158 | 127 | ||||||||||||
| Processing cost (processed mineralized material) | $/t | 228 | 22 | 144 | 37 | ||||||||||||
Site general and administrative (“G&A”) (total mineralized material mined3) | $/t | 30 | 34 | 32 | 36 | ||||||||||||
| Royalties | $000s | 1,488 | 358 | 3,143 | 1,913 | ||||||||||||
Capital expenditure4 | $000s | 899 | 340 | 2,391 | 1,079 | ||||||||||||
Pre-development, evaluation and exploration expenses | $000s | 12,864 | 6,822 | 22,583 | 18,936 | ||||||||||||
1Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.
2Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%).
3Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.
4Capital expenditure based on accrual basis.
Granite Creek Underground
Mineralized material mined at Granite Creek underground is processed as follows: (i) sulfide mineralized material is processed at a third-party processing facility and subject to a tolling agreement entered into in March 2025, (ii) high-grade oxide mineralized material is processed at a third-party plant and subject to an ore sales agreement, and (iii) low-grade oxide material is placed on a segregated section of the Company’s Lone Tree heap leach facility.
Mining activities for the current quarter and nine months ended September 30, 2025 exceeded the comparative prior-year periods due to increased access to mineralized material from ongoing stope development, adjustments to the mining sequence, and improving ground conditions in the upper Ogee Zone. Mined grades and tonnage continue to reconcile well at each level against the geological model. The commissioning of higher-capacity underground water pumping systems during the quarter improved operational efficiency, and continues to perform in line with expectations. The installation of a new surface groundwater well is scheduled for completion in the fourth quarter of 2025, with construction of an additional well expected to follow. The construction of the water treatment plant remains on track for completion near the end of the first quarter of 2026, which is designed to increase treatment capacity and improve water quality management for ultimate discharge, supporting the Company's long-term groundwater management objectives and future operating stability.
The Company continues to encounter elevated levels of oxide mineralized material compared to levels anticipated in the March 2025 PEA at Granite Creek. The lower-grade oxide mineralized material continues to be suitable for processing via heap leach at the Company's Lone Tree heap leach facility. During the quarter, 741 ounces of low-grade oxide material from Granite Creek were leached from the Lone Tree heap leach facility and sold.
During the quarter ended, September 30, 2025, the Company's stockpile of sulfide mineralized material which is processed under a third party toll milling agreement reached a normalized level. Under the new agreement, the material is expected to be processed within 120 days of delivery to third party process facilities.
Pre-development, evaluation, and exploration expenses were $12.9 million for the three months ended September 30, 2025 and $22.6 million for the nine months ended September 30, 2025, which were primarily related to underground development to support the continued ramp up and infill drilling to upgrade mineral resources.
28
Infill drilling of the South Pacific Zone, initiated in June 2025, progressed through the quarter with two underground core drilling rigs, three surface core rigs, and one reverse circulation ("RC") drill rig for a total of 31,136 feet of core drilling and 720 feet of RC drilling completed. To date, 20 of the 40 holes planned over approximately 14,000 meters have been completed. Assay results from the first six holes show robust high-grade mineralization throughout the South Pacific Zone and suggest potential to continue to expand the South Pacific Zone to the north and at depth.
This program aims to convert mineral resources from the inferred category to the indicated category and form the basis for the upcoming feasibility study and mine plan for Granite Creek Underground, which is planned for completion in the first quarter of 2026. The feasibility study will incorporate an updated mineral resource estimate reflecting drill results over the past two years, including the current drill program and will evaluate potential production and productivity improvements as the water management improves with additional lateral extent of the orebody and improved ground conditions with depth. The Company is encouraged by the operating and technical improvements at Granite Creek and continues to believe this project represents significant future value.
Granite Creek Open Pit
Following the release of the Granite Creek open pit PEA, technical work has been underway to advance the project toward either a pre-feasibility or a feasibility level study. Simultaneously technical trade off analyses are being conducted to optimize the project economics. Geotechnical and metallurgical drilling locations have been identified, and a study schedule is under management review. Geotechnical drilling in support of the selection of facility site locations is delayed due to ongoing operating permit updates for the underground, pushing the start of drilling into 2026, and resulting in a timeline that is under review to optimize the future growth plan.
Permitting activities for the open pit expansion progressed as planned, with baseline field studies completed in the period ending September 2025. An Environmental Impact Statement ("EIS") is anticipated to be required through the Bureau of Land Management ("BLM"). Granite Creek open pit has the potential to contribute to company-wide production by the end of the decade.
Ruby Hill Property
The Ruby Hill property includes the Archimedes underground project, for which construction began during the quarter, is expected to be the Company's second underground mine, and the Mineral Point open pit which is a large oxide gold and silver deposit with the potential to become the Company’s largest gold producing asset.
During the 1990’s, an ore body was discovered, which became the Archimedes open pit. Later discoveries included the Ruby Deeps Carlin-style sulfide mineralized 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. The property contains gold, silver and base metal mineralization and exploration targets within the Archimedes underground project and Mineral Point open pit project. 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 heap leach facilities will be required.
During the first quarter of 2025, the Company finalized a PEA on both the Archimedes underground and Mineral Point open pit.
At Archimedes underground, permitting for mining above the 5100-foot level is complete. Construction has been progressing above expectations and approximately, 304 feet of development has been completed as of the end of the third quarter of 2025. Drilling of the upper 426 zone has commenced in the fourth quarter and initiation of infill drilling in the Ruby Deeps zone is expected to commence in the second quarter of 2026, which will form the basis of a feasibility study expected in the first quarter of 2027, approximately 12 months earlier than indicated in the PEA. Predictive groundwater models for Archimedes underground have started with construction of the dewatering well expected to start in the fourth quarter of 2025. Permitting activities below the 5100-foot elevation are underway with an estimated completion by mid-2027 while reviewing opportunities to expedite the timeline.
The timeframe for first gold is approximately 14 months in duration from the onset of portal construction, which commenced in the third quarter. In the interim, the Company continues to leach the historic leach pads on the property, which recovers minor amounts of gold.
At Mineral Point open pit, the drill program that commenced in the second quarter of 2025 continued with two surface core drill rigs, completing approximately 12,410 feet of surface core drilling in the quarter to support geotechnical, metallurgical and hydrogeology studies for baseline data to advance permitting and engineering work. Due to the economic potential at Mineral Point, the Company is evaluating opportunities to accelerate infill drilling and technical work to support pre-feasibility and feasibility studies, subject to sufficient capital funding.
29
| Ruby Hill Property | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| Operational Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Gold ounces sold | oz | 730 | 906 | 1,847 | 1,861 | ||||||||||||
| Drilling | ft | 12,410 | — | 18,149 | 4,032 | ||||||||||||
| Financial Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Processing cost (processed oz) | $/oz | 1,893 | 984 | 1,726 | 1,142 | ||||||||||||
| Site G&A (processed oz) | $/oz | 896 | 432 | 1,095 | 607 | ||||||||||||
| Royalties | $000s | 75 | 64 | 177 | 126 | ||||||||||||
Capital expenditure1 | $000s | 621 | — | 1,531 | 118 | ||||||||||||
Pre-development, evaluation and exploration expenses | $000s | 4,440 | 393 | 9,529 | 1,105 | ||||||||||||
1Capital expenditure based on accrual basis.
Capital expenditures for the three and nine months ended September 30, 2025 were primarily from the construction of a maintenance shop related to the underground access portal and purchases of light equipment.
Pre-development, evaluation and exploration expenditures of $4.4 million and $9.5 million during the current three and nine month periods, respectively, were related to preparatory work related to portal development and other surface work at Archimedes as well as costs associated with the technical drill program for Mineral Point open pit.
The construction of surface infrastructure, such as a maintenance shop and offices, to support the Archimedes underground portal is complete. Utilities such as water, power and compressed air are in place, and the highwall around the portals has been secured.
Cove Project
Cove is an advanced stage exploration 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. Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. The Cove property is, for the most part, on land controlled by the U.S. Department of Interior, BLM and patented mining claims and consists of 100%-owned unpatented claims and twelve leased patented claims.
National Environmental Policy Act ("NEPA") permitting activities are underway with the BLM at Cove in anticipation of an EIS. i-80 Gold is actively advancing major permit applications with the goal of aligning regulatory approvals with planned development timelines. Cove is expected to be the Company's third underground mine and begin contributing to company-wide production in mid-2029.
| Cove Project | Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| Operational Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Drilling | ft | 8,598 | 34,268 | 23,360 | 52,244 | ||||||||||||
| Financial Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Pre-development, evaluation and exploration expenses | $000s | 2,694 | 4,069 | 6,415 | 8,694 | ||||||||||||
Over the last two years, the Company completed approximately 45,000 meters of infill drilling at Cove. Drilling was conducted across the Gap and Helen zones on approximately 30 meter spacing. The result of this work advanced our understanding of the Cove project by providing a more robust geological model, a greater understanding of the gold mineralization including continuity and grade, and increased confidence in future mineral resource delineation reinforcing the potential for a high-grade underground operation. Collectively, the program has strengthened the technical foundation required for the transition from the current PEA work towards completing a feasibility study, which is planned for completion the first quarter of 2026 and which will replace the Cove PEA filed in March 2025.
Based on this additional work, it is now anticipated that the forthcoming mineral resource estimate for Cove – to be included in the 2026 planned feasibility study – is expected to reflect a conversion of currently estimated inferred and indicated resources into higher confidence categories of resource classification. These results further validate the Company’s understanding of Cove as representing a Carlin-style mineralized system with an anticipated high degree of mineral resource conversion through additional drilling.
During the quarter, a geotechnical logging campaign commenced with two rigs with a total of 8,598 feet of a planned 17,900 feet drilled to date.
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Lone Tree Processing Facility
The Lone Tree property is a historic producing mine that completed mining operations in 2006 and 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 open pit mine as well as a processing plant. The Lone Tree plant (the "Plant") is currently non-operational and a construction decision on its refurbishment, subject to an engineering study, is expected in the second quarter of 2026. 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 Plant has one of three autoclave facilities in Nevada, the other two autoclaves being owned by Nevada Gold Mines Inc., a joint venture between Barrick Mining and Newmont Gold Corporation, and is a strategic asset in unlocking value from i-80 Gold’s three underground deposits once refurbished and commissioned as anticipated, by providing an owner-operated processing facility for the Company’s high-grade underground refractory material.
A feasibility-level Class 3 engineering study is nearing completion to refurbish the Plant. The refurbishment study updates an internal feasibility study completed in 2023 to incorporate design optimizations, value engineering initiatives, a filtered tailings system, and updated cost estimates to support an improved execution strategy.
The Plant is envisioned to process refractory mineralized material through the autoclave, as well as oxidized material through the carbon-in-leach ("CIL") from the Company’s three underground mines, Granite Creek, Archimedes and Cove, creating a regional hub-and-spoke mining and processing strategy. The Company has placed key positions for the initial construction execution, early works planning, and the procurement and engineering of long lead equipment.
The Plant is permitted for the existing operational components in use. The approval of new and revised permit applications pertaining to air quality, water pollution, mercury abatement, and reclamation management programs for the new Plant design remain outstanding. The Company is on track to submit the necessary applications for the environmental permits in the fourth quarter of 2025. Various construction activities will commence upon the approval of the associated permits.
In August 2025, the Board of Directors approved a limited notice to proceed to begin detailed engineering to allow for the procurement of long-lead equipment and to support the submission process for updating permits during the fourth quarter. A construction decision is expected in the second quarter of 2026.
The Lone Tree open pit project is not currently included in the new development plan.
During the third quarter,1,313 ounces of gold were sold from the Lone Tree leach pads. The leaching of the historic leach pad at Lone Tree continues to produce gold at profitable quantities. 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 September 30, | Nine months ended September 30, | |||||||||||||||
| Operational Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Gold ounces sold | oz | 1,313 | 1,842 | 4,461 | 5,010 | ||||||||||||
| Financial Statistics | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Processing cost (processed oz) | $/oz | 1,038 | 697 | 737 | 732 | ||||||||||||
| Site G&A (processed oz) | $/oz | 302 | 173 | 213 | 230 | ||||||||||||
Capital expenditure1 | $000s | 2,776 | 71 | 3,437 | 578 | ||||||||||||
1Capital expenditure based on accrual basis.
Capital expenditures during the three and nine months ended September 30, 2025 and in the comparative period were primarily related to the technical work on the refurbishment of the autoclave processing plant.
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DISCUSSION OF FINANCIAL RESULTS
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| (in thousands of USD) | 2025 | 2024 | 2025 | 2024 | ||||||||||
Revenue | 32,019 | 11,509 | 73,903 | 27,107 | ||||||||||
| Cost of sales | (28,354) | (15,877) | (65,611) | (43,630) | ||||||||||
| Depletion, depreciation and amortization | (547) | (552) | (1,470) | (1,003) | ||||||||||
Gross profit (loss) | 3,118 | (4,920) | 6,822 | (17,526) | ||||||||||
| Expenses | ||||||||||||||
| Pre-development, evaluation and exploration | 20,062 | 11,314 | 38,652 | 29,024 | ||||||||||
| General and administrative | 7,526 | 4,469 | 19,853 | 14,427 | ||||||||||
| Property maintenance | 3,297 | 3,466 | 10,610 | 10,569 | ||||||||||
| Loss from operations | (27,767) | (24,169) | (62,293) | (71,546) | ||||||||||
| Other income and expenses, net | (7,005) | (10,330) | (27,001) | (6,091) | ||||||||||
Interest expense | (7,095) | (8,214) | (23,993) | (25,007) | ||||||||||
Loss before income taxes | (41,867) | (42,713) | (113,287) | (102,644) | ||||||||||
| Deferred tax expense | — | (386) | — | (1,159) | ||||||||||
| Net loss | (41,867) | (43,099) | (113,287) | (103,803) | ||||||||||
Financial results for the three months ended September 30, 2025
Revenue
Revenue for the three months ended September 30, 2025 was $32.0 million, an increase from $11.5 million in the comparative prior year period. The increase in revenue was driven by both higher gold ounces sold and higher gold prices. During the three months ended September 30, 2025, gold ounces sold1 totaled 9,368 ounces at an average realized gold price2 of $3,412 per ounce compared to gold ounces sold1 of 4,740 at an average realized gold price1 of $2,441 per ounce during the same period of 2024.
| Three months ended September 30, | |||||||||||
Spot price per ounce of gold ($) | 2025 | 2024 | % Change | ||||||||
| Average | 3,458 | 2,475 | 40 | % | |||||||
| Low | 3,275 | 2,329 | 41 | % | |||||||
| High | 3,859 | 2,664 | 45 | % | |||||||
| Average realized | 3,412 | 2,441 | 40 | % | |||||||
Cost of sales
Cost of sales for the three months ended September 30, 2025 was $28.4 million, which was an increase from $15.9 million in the comparative prior year quarter due to higher gold ounces sold1, the increase in costs largely relate to an additional $10.7 million in processing costs. During the current quarter there were gold sales from sulfide ore which required toll-milling services whereas in the prior year there were none.
Depreciation, depletion and amortization
Depreciation, depletion, and amortization expense for the three months ended September 30, 2025 was $0.5 million comparable to $0.6 million from the prior year period.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%).
2This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
32
Pre-development, evaluation and exploration expenses
| Three months ended September 30, | ||||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
Granite Creek | 12,864 | 6,822 | ||||||
Ruby Hill | 4,440 | 393 | ||||||
Cove | 2,694 | 4,069 | ||||||
Other | 64 | 30 | ||||||
Total pre-development, evaluation and exploration | 20,062 | 11,314 | ||||||
For the three months ended September 30, 2025, the Company incurred $20.1 million of pre-development, evaluation and exploration expenses, 77% higher compared to the three month period ended September 30, 2024, reflecting the increased activity to advance key development milestones across all five core projects within its development plan. At Granite Creek, expenses increased primarily due to increased underground development expenditures, largely related to dewatering infrastructure, along with drilling costs and other technical work related to the preparation of a feasibility study targeted for the first quarter of 2026. At Ruby Hill, spending increased due to drilling at Mineral Point for hydrogeologic, geotechnical, and metallurgical purposes to advance permitting and technical reports. Cove pre-development, evaluation and exploration expenditures decreased in the current quarter compared to the prior year quarter as the infill drilling was largely completed in the first quarter of 2025, however a geotechnical drill program is currently underway to support the planned feasibility study for the first quarter of 2026.
General and administrative
For the three months ended September 30, 2025, general and administrative expenses are higher compared to the prior year period primarily due to the revaluation of share based compensation based upon the increase in the Company's share price.
Other expense
| Three months ended September 30, | ||||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
Loss on fair value measurement on Convertible Loans | (863) | (721) | ||||||
Loss on fair value measurement of warrant liabilities | (5,400) | (3,587) | ||||||
Loss on Gold Prepay Agreement | (4,209) | (5,912) | ||||||
Gain (loss) on Silver Purchase Agreement | 2,860 | (1,276) | ||||||
| Interest income on restricted cash | 357 | 424 | ||||||
Other income | 292 | 449 | ||||||
(Loss) gain on foreign exchange | (42) | 293 | ||||||
Total other expense | (7,005) | (10,330) | ||||||
Loss on revaluation of the fair value of warrants and Convertible Loans derivatives was driven by changes in the Company’s share price during the period. The Company’s share price rose during the third quarter, increasing the loss.
Gain (loss) on Gold Prepay Agreement and Silver Purchase Agreement was comprised of realized losses due to metal prices compared to agreement inception prices on settlement as well as unrealized fair value measurement gains and losses which are driven by changes in the gold and silver forecast prices during the period.
33
Interest Expense
| Three months ended September 30, | ||||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Interest accretion on Gold Prepay Agreement | 1,197 | 2,815 | ||||||
| Interest accretion on Convertible Loans | 2,851 | 2,880 | ||||||
| Interest accretion on Convertible Debentures | 1,613 | 1,459 | ||||||
| Interest accretion on Silver Purchase Agreement | 1,018 | 706 | ||||||
| Amortization of finance costs | 338 | 354 | ||||||
Other interest expense | 78 | — | ||||||
| Total interest expense | 7,095 | 8,214 | ||||||
Interest expense for the three months ended September 30, 2025 was $7.1 million, decrease of $1.1 million compared to the prior year quarter. The decreased interest expense was primarily related to Gold Prepay Agreement interest accretion that has decreased as a result of settlements.
Financial results for the nine months ended September 30, 2025
Revenue
Revenue for the nine months ended September 30, 2025 was $73.9 million, an increase of 173% from $27.1 million in the comparative prior year period. The increase in revenue was equally driven by higher ounces sold1 at Granite Creek and higher average realized gold prices2. During the nine months ended September 30, 2025, gold ounces sold1 totaled 22,720 ounces at an average realized gold price2 of $3,243 per ounce, compared to 12,247 ounces at an average realized gold price2 of $2,422 per ounce during the same period of 2024.
| Nine months ended September 30, | |||||||||||
| Spot price per ounce of gold ($) | 2025 | 2024 | % Change | ||||||||
| Average | 3,207 | 2,295 | 40 | % | |||||||
| Low | 2,635 | 1,985 | 33 | % | |||||||
| High | 3,859 | 2,664 | 45 | % | |||||||
| Average realized | 3,243 | 2,422 | 34 | % | |||||||
Cost of sales
Cost of sales for the nine months ended September 30, 2025 was $65.6 million, which was an increase from $43.6 million in the comparative prior year period, largely driven by an increase in gold ounces sold1, partially offset by decreased inventory write-downs of $4.0 million compared to $12.1 million in the comparative period of 2024. The current period write-down is mainly due to higher processing fees related to sulfide mineralized material and heap leach material at Granite Creek. During the nine months ended September 30, 2025, there were gold sales from sulfide ore which required toll-milling services whereas in the prior year there were none.
Depreciation, depletion and amortization
Total depreciation, depletion, and amortization expense for the nine months ended September 30, 2025 increased compared to the prior year period mainly due to higher leach pad depreciation related to Granite Creek material which began in the fourth quarter of 2024.
Pre-development, evaluation and exploration expenses
| Nine months ended September 30, | ||||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Granite Creek | 22,583 | 18,936 | ||||||
| Ruby Hill | 9,529 | 1,105 | ||||||
| Cove | 6,415 | 8,694 | ||||||
| Other | 125 | 289 | ||||||
| Total pre-development, evaluation and exploration expenses | 38,652 | 29,024 | ||||||
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%).
2This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
34
For the nine months ended September 30, 2025, the Company incurred $38.7 million of pre-development, evaluation and exploration expenses compared to $29.0 million of expenses for nine months ended September 30, 2024. Increases in pre-development, evaluation and exploration expenses for the nine months ended September 30, 2025 were related to the underground development at Granite Creek, largely related to dewatering infrastructure, as well as drilling costs and other technical work related to the preparation of a feasibility study targeted for the first quarter of 2026. Cove pre-development, evaluation and exploration expenditures decreased in the nine months ended September 30, 2025 compared to the prior year period as the infill drilling was largely completed in the first quarter of 2025.
General and administrative
For the nine months ended September 30, 2025, general and administrative expenses are higher compared to the prior year period primarily due to the revaluation of share based compensation based upon the increase in the Company's share price.
Other expense
| Nine months ended September 30, | ||||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
(Loss) gain on fair value measurement of Convertible Loans | (1,536) | 8,424 | ||||||
(Loss) gain on fair value measurement of warrant liabilities | (5,126) | 687 | ||||||
Loss on sales from Gold Prepay Agreement | (14,883) | (11,888) | ||||||
Loss on Silver Purchase Agreement | (6,602) | (6,579) | ||||||
| Interest income on restricted cash | 1,044 | 1,339 | ||||||
Other (expense) income | (24) | 1,253 | ||||||
Gain on foreign exchange | 126 | 673 | ||||||
Total other expense | (27,001) | (6,091) | ||||||
Loss on the valuation of the fair value of warrants and the Convertible Loans conversion option derivatives were driven by changes in the Company’s share price at each reporting period.
Loss on the Gold Prepay Agreement and Silver Purchase Agreement was comprised of realized losses due to metal prices compared to agreement inception prices on settlement as well as unrealized fair value measurement gains and losses which are driven by changes in the gold and silver forecast prices during the period.
Interest Expense
| Nine months ended September 30, | ||||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Interest accretion on Convertible Loans | 8,195 | 8,203 | ||||||
| Interest accretion on Gold Prepay Agreement | 5,306 | 8,657 | ||||||
| Interest accretion on Silver Purchase Agreement | 3,126 | 2,409 | ||||||
| Interest accretion on Convertible Debentures | 4,681 | 4,262 | ||||||
Interest accretion on long-term debt | 727 | — | ||||||
| Amortization of finance costs | 1,027 | 1,025 | ||||||
| Finance expense | 524 | — | ||||||
Other interest expense | 407 | 451 | ||||||
| Total interest expense | 23,993 | 25,007 | ||||||
Interest expense for the nine months ended September 30, 2025 decreased compared to the prior year comparative period due to decreased interest accretion on Gold Prepay Agreement as a result of deliveries, partially offset by higher interest accretion related to the National Bank New Gold Prepay and Silver Purchase Agreement of $0.7 million.
35
DISCUSSION OF FINANCIAL POSITION
Balance Sheet Review
Assets
Cash and cash equivalents increased by $83.9 million from $19.0 million at December 31, 2024 to $102.9 million as at September 30, 2025. Refer to the Liquidity and Capital Resources section below for further details.
Inventory has increased to $25.2 million as at September 30, 2025 from $15.3 million as at December 31, 2024 primarily due to increased finished goods inventory due to timing of final sales.
Liabilities
Total liabilities as at September 30, 2025 were $333.2 million compared to $315.0 million as at December 31, 2024. The increase was due primarily to increases in other liabilities related to the Gold Prepay and Silver Purchase Agreement derivative which increased due to metal prices. The warrant liability has also increased due to the Company's share price.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
| Year ended | ||||||||
| (in thousands of USD) | September 30, 2025 | December 31, 2024 | ||||||
| Cash and cash equivalents | 102,867 | 19,001 | ||||||
Working capital | 3,246 | (31,746) | ||||||
Changes in cash and cash equivalents are discussed in the cash flow section. Working capital has increased since December 31, 2024 due to an increase in cash partially offset by current portion of long-term liabilities increasing.
The Company, through its recapitalization plan discussed in the Overview section, continues to work towards providing the necessary liquidity to execute on its development plan. In the short term, the Company is in a solid position to meet its liquidity requirements but the Company will need to raise additional capital to execute on its three phase development plan.
The Company's ability to make scheduled payments on 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 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.
36
Debt
| Year ended | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Convertible Debentures | 78,462 | 73,450 | ||||||
Orion Convertible Loan | 63,243 | 57,121 | ||||||
| Sprott Convertible Loan | 6,153 | 5,459 | ||||||
| Gold Prepay Agreement | 9,847 | 31,718 | ||||||
| Silver Purchase Agreement | 17,884 | 23,574 | ||||||
Other | 324 | 75 | ||||||
Total | 175,913 | 191,397 | ||||||
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 less a 15% discount. As at September 30, 2025, total principal and accrued interest was $80.0 million.
On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to the Indenture as described in the Financing Overview section.
Orion Convertible Loan
The Orion Convertible Loan bears interest at a rate of 8.0% annually and has a maturity of date of June 30, 2026. As at September 30, 2025, total principal and accrued interest was $67.8 million.
On January 15, 2025, the Company amended and restated its Orion Convertible Loan. 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 amendment of the Orion Convertible Loan, Orion and i-80 Gold have extended the maturity date of the Orion Convertible Loan from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations. 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 September 30, 2025, total principal and accrued interest is $6.2 million.
Gold Prepay Agreement
On December 13, 2021, the Company entered into a Gold Prepay Agreement with Orion, which was later amended in April 2022 to adjust the quantity of the quarterly deliveries for aggregate deliveries of 30,400 ounces of gold which was satisfied as at September 30, 2025.
On September 20, 2023, the Company entered into the amended and restated 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. The first delivery occurred on March 31, 2024, and the last delivery will occur on December 31, 2026.
As at September 30, 2025, the total liability is $9.8 million and the embedded derivative for the Gold Prepay Agreement was $8.8 million with 5,550 ounces of gold remaining to be delivered under the agreement.
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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"). Pursuant to the terms of the Silver Purchase Agreement, which commenced as of April 30, 2022, the Company is to 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.
As at September 30, 2025 the total liability is $17.9 million and the embedded derivative for the Silver Purchase Agreement was $12.4 million with remaining ounces to be delivered under the minimum delivery of 94,576 oz and the future silver production from Granite Creek and Ruby Hill properties at a range of 10% to 50% of total production.
Gold Prepay Agreement and Silver Purchase Agreement deferral
The Gold Prepay Agreement delivery scheduled for December 31, 2024, and the Silver Purchase Agreement delivery scheduled for January 15, 2025, were deferred to March 31, 2025. On January 15, 2025, in connection with Waiver Agreements, i-80 Gold issued Orion five million common share purchase warrants priced at C$1.01. The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion entered into the Orion Offtake Agreement. The Orion Offtake Agreement has similar terms to the existing agreement with Vox Royalty Corp. 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 have been satisfied.
New Gold and Silver Prepay Agreement
On March 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with National Bank under which National Bank purchased 6,864 ounces of gold and 345,549 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 was used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The obligations under the New Gold Prepay and Silver Purchase Agreement with National Bank are secured by the FAD project. This was funded on April 1, 2025 and was subsequently settled during May 2025.
Working Capital Facility
On April 29, 2025, the Company finalized a master purchase and sale agreement with Auramet International, Inc. Under the Auramet Agreement, the Company can receive a prepayment of up to $12.0 million for gold contained in mineralized material. The Company recognized this contract as a revenue contract however the agreement provides the Company working capital flexibility.
During the three and nine months ended September 30, 2025, the Company delivered 3,041 and 4,495 ounces of gold, respectively, under the agreement. As of September 30, 2025, the current portion of deferred revenue was $5.5 million, representing 1,605 ounces remaining to be delivered. Under the Auramet Agreement $5.5 million prepayment remains available as at September 30, 2025.
Equity
Outstanding share data | As of November 12, 2025 | ||||
| Common Shares | 826,281,972 | ||||
| Warrants | 223,590,525 | ||||
| Stock Options | 8,856,490 | ||||
Restricted Share Units ("RSU") | 14,461,505 | ||||
| Performance Share Units ("PSU") | 3,980,376 | ||||
Deferred Share Units ("DSU") | 2,111,085 | ||||
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Share Capital
During the three and nine months ended September 30, 2025 and 2024 the Company issued the following shares:
Nine months ended | |||||||||||||||||
(in thousands of U.S. dollars and shares) | September 30, 2025 | September 30, 2024 | |||||||||||||||
| Number of shares issued | Amounts | Number of shares issued | Amounts | ||||||||||||||
Bought deal offering | (a) | 345,760 | 152,941 | 69,698 | 70,403 | ||||||||||||
| Private placement | (a) | 25,240 | 11,788 | 13,064 | 17,056 | ||||||||||||
Prospectus offering and private placement | (b) | 29,210 | 16,014 | — | — | ||||||||||||
| ATM Program | (c) | 4,341 | 2,426 | 11,498 | 12,746 | ||||||||||||
Share purchase warrants | (d) | 1,801 | 1,363 | — | — | ||||||||||||
| Share-based compensation | 435 | 351 | 944 | 2,010 | |||||||||||||
Contingent Payments | (e) | — | — | 2,727 | 3,564 | ||||||||||||
| 406,787 | $ | 184,883 | 97,931 | $ | 105,779 | ||||||||||||
Bought Deal Offering and Private Placement
(a) On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million. In addition to the bought deal offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027.
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 C$115.0 million ($83.5 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 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million 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 within the statement of changes in equity.
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.
Prospectus Offering of Common Shares
(b) 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).
ATM Program
(c) During the nine months ended September 30, 2025, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of $2.5 million (nine months ended September 30, 2024 - 11.5 million common shares for total gross proceeds of $13.1 million).
Share Purchase Warrants
(d) During the three months ended September 30, 2025, the Company recorded the exercise of 1.8 million warrants at an exercise price of $0.70 per share, resulting in the issuance of 1.8 million shares of common shares and cash proceeds of $1.3 million.
Contingent Payment
(e) 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 following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce.
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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.
Cash Flows
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| (in thousands of U.S. dollars, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net loss | $ | (41,867) | $ | (43,099) | $ | (113,287) | $ | (103,803) | ||||||
| Adjustments | 20,154 | 21,057 | 63,395 | 39,153 | ||||||||||
Net change in operating assets and liabilities | 6,467 | (1,453) | 610 | (8,627) | ||||||||||
Cash used in operating activities | $ | (15,246) | $ | (23,495) | $ | (49,282) | $ | (73,277) | ||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Capital expenditures on property, plant and equipment | (3,252) | (290) | (4,702) | (1,513) | ||||||||||
| Disposal proceeds | — | — | — | 425 | ||||||||||
Cash used in investing activities | $ | (3,252) | $ | (290) | $ | (4,702) | $ | (1,088) | ||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from shares issued in equity offerings | (1,171) | 12,568 | 193,924 | 109,023 | ||||||||||
| Contingent payments | — | — | — | (1,436) | ||||||||||
| Principal repayment on Gold Prepay Agreement | (11,918) | (14,101) | (42,907) | (23,818) | ||||||||||
| Principal repayment on Silver Purchase Agreement | (37) | — | (11,028) | (8,387) | ||||||||||
| Net proceeds from New Gold Prepay and Silver Purchase Agreement | — | — | 31,045 | — | ||||||||||
| Principal repayment on New Gold Prepay and Silver Purchase Agreement | — | — | (31,045) | — | ||||||||||
| Stock option exercises | 1,261 | 38 | 1,269 | 933 | ||||||||||
| Finance fees paid | — | (564) | (2,053) | (1,514) | ||||||||||
| Other | (16) | (35) | (75) | (199) | ||||||||||
Cash (used in)/provided by financing activities | $ | (11,881) | $ | (2,094) | $ | 139,130 | $ | 74,602 | ||||||
| Change in cash, cash equivalents and restricted cash during the period | (30,379) | (25,879) | 85,146 | 237 | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 175,003 | 87,263 | 59,290 | 60,765 | ||||||||||
| Effect of exchange rate changes on cash held | (69) | 291 | 119 | 673 | ||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 144,555 | $ | 61,675 | $ | 144,555 | $ | 61,675 | ||||||
Cash flows for the three months ended September 30, 2025
Cash used in operating activities for the three months ended September 30, 2025, was $15.2 million compared to $23.5 million cash used in operating activities in the comparative period in 2024. The change in cash used in operating activities for the three months ended September 30, 2025 was primarily due to a positive change in comparative working capital.
Cash used in investing activities was primarily for autoclave studies at Lone Tree, Granite Creek water treatment plant and surface construction for Ruby Hill underground.
Cash used in financing activities for the three months ended September 30, 2025 was $11.9 million compared to cash used in financing activities of $2.1 million in the comparative period of 2024. Cash used in financing activities for the three months ended September 30, 2025, was higher than the comparative period primarily due to proceeds from ATM offerings received in the third quarter of 2024 partially offsetting principal repayments on the Gold Prepay Agreement during that period.
Cash flows for the nine months ended September 30, 2025
Cash used in operating activities for the nine months ended September 30, 2025, was $49.3 million compared to $73.3 million cash used in operating activities in the prior year period. The decrease in cash used in operating activities was due to increased gross profit and a positive change in comparative working capital of $9.2 million.
Cash used in investing activities for the nine months ended September 30, 2025 was $4.7 million compared to $1.1 million in the prior year. Cash used in investing activities for the nine months ended September 30, 2025 was primarily driven by capital expenditures related to autoclave studies at Lone Tree and construction in preparation of portal access at Archimedes underground.
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Cash provided by financing activities for the nine months ended September 30, 2025 was $139.1 million compared to $74.6 million for the nine months ended September 30, 2024. Cash provided by financing activities for the nine months ended September 30, 2025 was higher than the prior year due to higher proceeds from the share issued in brokered placement and equity issuances, partially offset by principal repayments made on the Gold Prepay Agreement and Silver Purchase Agreement.
COMMITMENTS AND CONTINGENCIES
The Company has described its commitments and contingencies in to Note 16 of the Financial Statements for the three and nine months ended September 30, 2025.
RELATED PARTY TRANSACTION
The Company has described related party transactions in Note 15 of the Financial Statements for the three and nine months ended September 30, 2025.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented. There were no significant changes in our critical accounting policies or estimates since the Annual Report Form 10-K for December 31, 2024. For further details on the Company’s accounting policies and estimates, refer to the Company’s Financial Statements for the three and nine months ended September 30, 2025.
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.
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. Management believes this non-GAAP measure improves the understanding of revenue.
"Adjusted loss” and “adjusted loss per share” are non-GAAP financial performance measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: (loss) gain on warrants, (loss) gain on Convertible Loans, and loss on fair value measurement of Gold Prepay Agreement and Silver Purchase Agreement. Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share.
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Average realized gold price per ounce of gold sold1
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| (in thousands of U.S. dollars, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||
Consolidated | ||||||||||||||
Revenue | 32,019 | 11,509 | 73,903 | 27,107 | ||||||||||
| Processing costs recognized in revenue | — | 63 | — | 2,632 | ||||||||||
| Silver revenue | (51) | (1) | (220) | (72) | ||||||||||
| Gold revenue | 31,968 | 11,571 | 73,683 | 29,667 | ||||||||||
Gold ounces sold¹ | 9,368 | 4,740 | 22,720 | 12,247 | ||||||||||
| Average realized gold price ($/oz) | 3,412 | 2,441 | 3,243 | 2,422 | ||||||||||
| Lone Tree | ||||||||||||||
| Revenue | 4,642 | 4,522 | 14,426 | 11,506 | ||||||||||
Silver revenue | (9) | (1) | (45) | (29) | ||||||||||
| Gold revenue | 4,633 | 4,521 | 14,381 | 11,477 | ||||||||||
| Gold ounces sold | 1,313 | 1,842 | 4,461 | 5,010 | ||||||||||
| Average realized gold price ($/oz) | 3,529 | 2,454 | 3,224 | 2,291 | ||||||||||
| Ruby Hill | ||||||||||||||
| Revenue | 2,520 | 2,105 | 6,198 | 4,232 | ||||||||||
| Silver revenue | (42) | — | (175) | (43) | ||||||||||
| Gold revenue | 2,478 | 2,105 | 6,023 | 4,189 | ||||||||||
| Gold ounces sold | 730 | 906 | 1,847 | 1,861 | ||||||||||
| Average realized gold price ($/oz) | 3,395 | 2,323 | 3,261 | 2,251 | ||||||||||
| Granite Creek | ||||||||||||||
| Revenue | 24,857 | 4,882 | 53,279 | 11,369 | ||||||||||
| Processing costs recognized in revenue | — | 63 | — | 2,632 | ||||||||||
| Gold revenue | 24,857 | 4,945 | 53,279 | 14,001 | ||||||||||
Gold ounces sold1 | 7,325 | 1,992 | 16,412 | 5,376 | ||||||||||
| Average realized gold price ($/oz) | 3,393 | 2,482 | 3,246 | 2,604 | ||||||||||
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 September 30, | Nine months ended September 30, | |||||||||||||
| (in thousands of U.S. dollars, unless otherwise noted) | 2025 | 2024 | 2025 | 2024 | ||||||||||
Net loss | $ | (41,867) | $ | (43,099) | $ | (113,287) | $ | (103,803) | ||||||
| Adjust for: | ||||||||||||||
(Loss) gain on fair value measurement of Convertible Loans | (863) | (721) | (1,536) | 8,424 | ||||||||||
(Loss) gain on fair value measurement of warrant liability | (5,400) | (3,587) | (5,126) | 687 | ||||||||||
Loss on Gold Prepay Agreement and embedded derivative | (4,209) | (5,912) | (14,883) | (11,888) | ||||||||||
Gain (loss) on Silver Purchase Agreement and embedded derivative | 2,860 | (1,276) | (6,602) | (6,579) | ||||||||||
| Total adjustments | $ | (7,612) | $ | (11,496) | $ | (28,147) | $ | (9,356) | ||||||
Adjusted loss | $ | (34,255) | $ | (31,603) | $ | (85,140) | $ | (94,447) | ||||||
Weighted average shares | 815,610,094 | 386,474,070 | 619,780,680 | 350,581,065 | ||||||||||
Adjusted loss per share | $ | (0.04) | $ | (0.08) | $ | (0.14) | $ | (0.27) | ||||||
Adjusted loss is higher in the three and nine months ended September 30, 2025 due to increased pre-development and exploration expenses partially offset by higher gross profit.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2025 (2024 - 58%)
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
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 three and nine months ended September 30, 2025. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at September 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings material to the Company 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 fiscal quarter of the Company, and, as of the date thereof, no such proceedings are known by the Company to be contemplated, other than as set out herein.
ITEM 1A. RISK FACTORS
The Company and its future business, operations, and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stages of exploration of its mineral properties. Certain of these risks and uncertainties are under the heading “Risk Factors” under the Company’s Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) which is available on EDGAR at www.sec.gov and our website at www.i80gold.com. There have been no material changes to the risk factors set forth in the Company’s Form 10-K. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial may impair our business operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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-Q.
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ITEM 5. OTHER INFORMATION
(a)None
(b) During the three months ended September 30, 2025, no director or officer of the Company adopted terminated
45
ITEM 6. EXHIBITS
| Exhibit No. | Description | ||||
31.1* | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
31.2* | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
32.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
95.1* | Mine Safety Disclosure | ||||
101.INS* | Inline XBRL Instance Document | ||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
104* | Cover Page Interactive Data File | ||||
* | Filed herewith | ||||
** | Furnished herewith | ||||
46
SIGNATURES
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.
Date: November 12, 2025 | ||||||||
| i-80 Gold Corp | ||||||||
| By: | /s/ Richard Young | |||||||
| Name: | Richard Young | |||||||
| Title: | President and Chief Executive Officer | |||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Ryan Snow | |||||||
| Name: | Ryan Snow | |||||||
| Title: | Chief Financial Officer | |||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||
47
I-80 Gold
NYSE:IAUX
IAUX Rankings
IAUX Latest News
IAUX Latest SEC Filings
Nov 12, 2025
[8-K] i-80 Gold Corp. Reports Material Event
Nov 12, 2025
[8-K] i-80 Gold Corp. Reports Material Event
Oct 31, 2025
[Form 4] i-80 Gold Corp. Insider Trading Activity
Oct 27, 2025
[8-K] i-80 Gold Corp. Reports Material Event
Sep 29, 2025
[Form 4] i-80 Gold Corp. Insider Trading Activity