[8-K] i-80 Gold Corp. Reports Material Event

Rhea-AI Filing Summary

Coinbase Global, Inc. (COIN) – Form 144 filing dated 07/14/2025

The Brian Armstrong Living Trust, a vehicle for Coinbase’s co-founder and Chief Executive Officer, has filed a Form 144 indicating an intent to sell 165,443 Class A common shares. Based on the stated aggregate market value of $65.2 million, the implied reference price is roughly $394 per share. The planned sale represents 0.08 % of Coinbase’s 211.4 million shares outstanding and will be executed through Goldman Sachs & Co. LLC on the NASDAQ.

The filing also discloses extensive prior sales by the same trust during the past three months:

• Approx. 846,000 shares sold between 04/14/2025 and 07/11/2025.
• Two block trades stand out – 336,265 shares on 06/25/2025 for $121.9 million and 113,735 shares on 06/26/2025 for $41.3 million.
• Cumulative disclosed gross proceeds over the period exceed $215 million.

No mention is made of any material non-public information, and the signatory affirms compliance with Rule 10b5-1. While the percentage of total shares is modest, the continuing pattern of sizeable insider sales by Coinbase’s CEO may influence investor sentiment and raise questions about management’s outlook or personal diversification.

Insights

Securities Analyst

TL;DR – CEO’s trust plans new $65 m sale; follows $215 m sold in last quarter, signaling continued insider supply.

The incremental 165 k-share sale is small at 0.08 % of float, so mechanical price impact should be minimal. Nevertheless, investors often view repeated insider selling—especially by a founder-CEO—as a sentiment headwind. Coupled with the recent 450 k+ shares liquidated in late June, the cumulative disposals exceed $280 m YTD, suggesting ongoing diversification. From a valuation standpoint, COIN’s daily dollar volume typically exceeds $1 billion, so absorption risk is low; the issue is perception, not liquidity. I view the filing as modestly negative for near-term optics but not thesis-changing.

Corporate Governance Expert

TL;DR – Consistent, disclosed sales under Rule 144 uphold compliance but highlight governance optics of leadership cash-outs.

Armstrong’s use of a Rule 10b5-1 framework and timely Form 144 filings demonstrates procedural rigor, reducing legal risk. However, best-practice governance encourages boards to communicate rationale for large insider programmes to mitigate stakeholder concern. The aggregate magnitude—>800 k shares in three months—could draw proxy-advisor scrutiny if not balanced by sustained ownership that aligns management incentives. I classify the event as neutral-to-negative: governance process intact, but optics unfavorable.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: July 8, 2025 (Date of earliest event reported)

i-80 GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia		001-41382		N/A
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification)

5190 Neil Road, Suite 460, Reno, Nevada United States 89502

(Address of principal executive offices) (Zip Code)

(775) 525-6450

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On July 8, 2025, i-80 Gold Corp. (the “Company”) issued a press release announcing certain updates on the progress of its new development plan. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

The Company recently provided an update on its new development plan, which outlines a path for advancing the Company’s Nevada gold projects and creating a mid-tier gold producer. As part of the new development plan, the Company released initial assessments in the first quarter of 2025 for five projects, and continues to advance permitting, technical, and development work on these projects.

Under the SEC’s mining disclosure rules in Subpart 1300 of Regulation S-K (“S-K 1300”), all our properties are exploration stage as no mineral reserves have been determined.

Granite Creek Underground

Granite Creek Underground, the Company’s first gold operation, continues to progress ramp-up activities toward steady state extraction. The implementation of a predictive hydrogeological model completed in the first quarter has enabled a more proactive dewatering of underground workings. The model has guided the management of mine contact water and the installation of permanent underground dewatering infrastructure planned through the remainder of the year, including additional surface wells and the installation of an expanded water treatment plant.

Infill drilling of the South Pacific Zone has commenced from both surface and underground following the completion of the underground exploration drift in the second quarter (see Figure 2 below). The infill campaign is expected to drill more than 40 holes for approximately 14,000 meters of core. In addition, a feasibility study is now underway, targeting completion in the first quarter of 2026, one quarter later than originally intended due to a delayed start to drilling. This feasibility study will incorporate an updated mineral resource estimate reflecting results from the current drill program.

Lone Tree Autoclave Processing Facility

Optimization of Lone Tree feasibility work is currently underway in collaboration with Hatch Ltd., an industry leader in autoclave technology, building on the internal study completed in 2023. The study for the facility’s refurbishment will incorporate value engineering initiatives and updated cost estimates to support an improved execution strategy. Completion of the study is targeted for the fourth quarter of 2025. Concurrently, the Company is recruiting the owner’s team to oversee the engineering and execution of Lone Tree’s refurbishment, along with risk mitigation planning and opportunities to accelerate the timeline for advancement.

Lone Tree’s existing processing facility is permitted, with the only additional permits and renewals required in the normal course being for the processing and environmental controls included in the refurbishment plan. Lone Tree is one of three autoclave facilities in Nevada, and a strategic asset in unlocking value from the Company’s three underground deposits by providing an owner-operated processing facility for the Company’s high-grade underground refractory material.

Archimedes Underground - Ruby Hill Property

At Archimedes, the Company’s second planned underground mine, the final stages of permitting are nearing completion, with approval for advancement expected in the third quarter of 2025. This phase of permitting covers mining activities above the 5100-foot elevation, a threshold consistent with previously approved permits for open pit mining at Ruby Hill. Permitting below the 5100-foot elevation is expected to begin immediately upon receipt of the first phase of permits. This sequential approach to permitting expedites mining while simultaneously pursuing remaining permits for the lower section. Surface infrastructure for the external portal has been completed, and the initial construction of the underground exploration drift is anticipated to commence shortly.

Initial infill drilling of the upper zone is scheduled to begin from underground in the fourth quarter of 2025 followed by underground infill drilling of the lower zone planned in the first quarter of 2026 (see Figure 3). The upper zone will be the first to be mined as it is located above the 5100-foot elevation. Collectively, these infill programs are anticipated to include more than 175 holes for approximately 60,000 meters of core. Results from the infill drilling will be included in a feasibility study targeting completion in the first half of 2027. Archimedes is expected to begin contributing to production in late-2026 to early-2027.

Cove Underground

At Cove, the Company’s third planned underground mine, infill drilling has been completed, and feasibility-level work is underway with feasibility study completion targeted for the first quarter of 2026, one quarter later than originally targeted in the development plan to accommodate additional metallurgical test work.

National Environmental Policy Act (NEPA) permitting activities are also underway with the Bureau of Land Management (BLM) in anticipation of an Environmental Impact Statement (EIS). The Company is actively advancing major permit applications with the goal of aligning regulatory approvals with planned development timelines. The Company has recently expanded its permitting team and continues to work collaboratively with regulators and local stakeholders. Cove is expected to begin contributing to company-wide production in mid-2029.

Granite Creek Open Pit

Following the release of the Granite Creek Open Pit initial assessment, technical work is underway to advance the project toward either a pre-feasibility or a feasibility-level study. Simultaneously, trade off analyses are being conducted to optimize the economics of the project. Permitting work is in the initial stages and advancing as expected. Granite Creek Open Pit has the potential to contribute to company-wide production by the end of the decade.

Mineral Point Open Pit - Ruby Hill Property

Mineral Point, an oxide heap leach project, is an earlier stage project within the Company’s portfolio of assets. Mineral Point has the potential to become the Company’s largest producing asset and is expected to provide the biggest step change in company-wide production starting the second half of 2031. Core drilling was initiated in June to support ongoing hydrological, geological and geotechnical assessments. The results are expected to support the mine design and metallurgical studies as part of advancing the project toward the next stage of technical evaluation. Following the release of an initial assessment in the first quarter of 2025, strategic evaluations are underway to determine optimal timing of a pre-feasibility or feasibility-level study.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this report constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including but not limited to statements pertaining to the Company’s future plans and operations; the perceived merit of projects or deposits; the impact, timing, and execution of the Company’s new development plan; the anticipated timing of permitting, production, project development or completion dates for feasibility studies and technical studies; execution and timing of all asset advancements in the new development plan; that ramp-up activities at Granite Creek will lead to steady state production; the Granite Creek dewatering campaign; the potential to utilize Lone Tree autoclave infrastructure to process mineralized material pending the outcome of the 2025 refurbishment class 3 engineering study; that Mineral Point will become the Company’s largest producing asset and is expected to provide the biggest step change in company-wide production; the successful permitting of each project; the ability to further de-risk the development pipeline; the timing, completion and results of the Company’s drill programs; the inclusion of drill results in future feasibility studies; that any of the projects will reach commercial production; and the Company’s ability to achieve mid-tier production status. Furthermore, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the Company’s current expectations regarding future events, performance and results and speak only as of the date of this report or as of the dates specified in such statements and are expressly qualified in their entirety by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.

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

Figure 1: The Company’s new development plan for its Nevada-based asset pipeline.

Notes for Chart Above:

References to the PEAs refer to the Initial Assessments prepared in accordance with S-K 1300 and the Preliminary Economic Assessments prepared in accordance with NI 43-101 in the first quarter 2025. Anticipated timelines illustrated above are subject to permitting, technical studies, balance sheet recapitalization, and Board approval, as well as 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), and the successful funding, development, and commissioning of the Company’s Lone Tree autoclave.

Figure 2: Mineral deposits within the Granite Creek Underground Project.

Figure 3: Mineral deposits within the Archimedes Underground Project.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated July 8, 2025, issued by i-80 Gold Corp. relating to a progress update on its new development plan.
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 14, 2025				i-80 GOLD CORP.
				By:		/s/ Ryan Snow
						Ryan Snow
						Chief Financial Officer