i-80 Gold (NYSE: IAUX) extends deadline for debenture interest conversion election
Rhea-AI Filing Summary
i-80 Gold Corp. is extending the deadline for holders of its 8% secured convertible debenture notes due 2027 to decide how they want to receive accrued and unpaid interest. Debentureholders now have until 5:00 pm (EST) on March 6, 2026 to submit an Interest Election Notice.
Holders may elect to convert accrued and unpaid interest into common shares, with the conversion price set at the volume weighted average trading price of the shares on the TSX over the five trading days before the Interest Election Notice is received, less a 15% discount and converted into U.S. dollars using the Bank of Canada rate. Those who do not submit a notice by the deadline will receive their accrued interest in cash, and any Interest Election Notices submitted are irrevocable.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification) |
(Address of principal executive offices) (Zip Code)
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(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 |
Name of each exchange | ||
| 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 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 of this chapter).
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 February 25, 2026, i-80 Gold Corp. (the “Company”) issued a press release titled “i-80 Gold Extends Deadline for Holders of Convertible Debentures to Submit Interest Conversion Election Notices.” A copy of the press release is attached 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 |
On February 25, 2026, the Company announced, that in connection with the previously announced mandatory redemption of the Company’s 8% secured convertible debenture notes due 2027 (the “Debentures”), the deadline for the holders of the Debentures (“Debentureholders”) to submit their elections to convert accrued and unpaid interest on the Debentures (the “Interest Election Right”) into common shares of the Company (the “Common Shares”) has been extended to 5:00 pm (EST) on Friday, March 6, 2026 (the “Deadline”).
To exercise their Interest Election Right, registered holders of the Debentures must complete and return a share interest election notice (the “Interest Election Notice”) to i-80 GOLD CORP. c/o TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, Attention: Corporation Actions. Email: tmxestaff-corporatetrust@tmx.com by the Deadline. Copies of the Interest Election Notice may be obtained from the Company’s information agent for the redemption, Shorecrest Group.
Debentureholders whose Debentures are registered in the name of an investment dealer, bank, trust company, or other intermediary should immediately contact that intermediary for assistance if they wish to submit an Interest Election Notice in respect of the Debentures they hold in order to take the necessary steps. Intermediaries likely have established cut-off times that are prior to the Deadline. Debentureholders must instruct their brokers or other intermediaries promptly if they wish to submit an Interest Election Notice.
Pursuant to the terms of the indenture for the Debentures dated as of February 22, 2023 between the Company and the TSX Trust Company, as supplemented by the First Supplemental Convertible Debenture Indenture dated as of February 28, 2025 (collectively, the “Indenture”), the conversion price of the Debentures for the purposes of the Interest Election Right will be calculated based on the volume weighted average trading price of the Common Shares on the TSX during the five trading days immediately preceding the date the Debentureholder’s Interest Election Notice is received by the Company c/o TSX Trust Company (in accordance with Section 13.1 of the Indenture), less a discount of 15%, converted into U.S. dollars at the Bank of Canada rate on such date. Debentureholders who do not submit an Interest Election Notice by the Deadline will, pursuant to the terms of the Indenture, be paid in cash for their accrued and unpaid interest on the Debentures.
When submitted, an Interest Election Notice is irrevocable. Debentureholders who have already submitted an Interest Election Notice do not need to take any further action. Interest Election Notices that were previously submitted cannot be withdrawn.
This Current Report on Form 8-K is not a notice of redemption or convertibility of the Debentures. The redemption of the Debentures is being made solely pursuant to the Redemption Notice, dated February 11, 2026, relating to the Debentures.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | News Release, dated February 25, 2026 | |
| 104 | Cover Page Interactive Data File (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.
Date: February 26, 2026
| i-80 GOLD CORP. | ||
| By: | /s/ Ryan Snow | |
| Name: | Ryan Snow | |
| Title: | EVP, Chief Financial Officer | |
Exhibit 99.1
i-80 Gold Extends Deadline for Holders of Convertible Debentures to
Submit Interest Conversion Election Notices
TORONTO, ON, February 25, 2026 – i-80 GOLD CORP. (TSX:IAU) (NYSE American:IAUX) (“i-80 Gold” or the “Company”) announces, that in connection with the previously announced mandatory redemption of the Company’s 8% secured convertible debenture notes due 2027 (the “Debentures”), the deadline for the holders of the Debentures (“Debentureholders”) to submit their elections to convert accrued and unpaid interest on the Debentures (the “Interest Election Right”) into common shares of the Company (the “Common Shares”) has been extended to 5:00 pm (EST) on Friday, March 6, 2026 (the “Deadline”).
“As part of our fair approach to the early retirement of these Debentures, we elected to extend the deadline of the Interest Election Right to ensure that Debentureholders have sufficient time to fully evaluate their options,” said Ryan Snow, Chief Financial Officer. “This adjustment reflects our commitment to executing the redemption process in a fair, orderly and transparent manner.”
To exercise their Interest Election Right, registered holders of the Debentures must complete and return a share interest election notice (the “Interest Election Notice”) to i-80 GOLD CORP. c/o TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, Attention: Corporation Actions. Email: tmxestaff-corporatetrust@tmx.com by the Deadline. Copies of the Interest Election Notice may be obtained from the Company’s information agent for the redemption, Shorecrest Group, at their contact particulars set out below.
Debentureholders whose Debentures are registered in the name of an investment dealer, bank, trust company, or other intermediary should immediately contact that intermediary for assistance if they wish to submit an Interest Election Notice in respect of the Debentures they hold in order to take the necessary steps. Intermediaries likely have established cut-off times that are prior to the Deadline. Debentureholders must instruct their brokers or other intermediaries promptly if they wish to submit an Interest Election Notice.
Pursuant to the terms of the indenture for the Debentures dated as of February 22, 2023 between the Company and the TSX Trust Company, as supplemented by the First Supplemental Convertible Debenture Indenture dated as of February 28, 2025 (collectively, the “Indenture”), the conversion price of the Debentures for the purposes of the Interest Election Right will be calculated based on the volume weighted average trading price of the Common Shares on the TSX during the five trading days immediately preceding the date the Debentureholder’s Interest Election Notice is received by the Company c/o TSX Trust Company (in accordance with Section 13.1 of the Indenture), less a discount of 15%, converted into U.S. dollars at the Bank of Canada rate on such date. Debentureholders who do not submit an Interest Election Notice by the Deadline will, pursuant to the terms of the Indenture, be paid in cash for their accrued and unpaid interest on the Debentures.
When submitted, an Interest Election Notice is irrevocable. Debentureholders who have already submitted an Interest Election Notice do not need to take any further action. Interest Election Notices that were previously submitted cannot be withdrawn.
This press release shall not constitute a notice of redemption or convertibility of the Debentures. This press release is neither an offer to sell nor a solicitation of an offer to buy the Debentures or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Debentures or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
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PRESS RELEASE TSX: IAU | NYSE American: IAUX |
About i-80 Gold Corp.
i-80 Gold Corp. is a Nevada-focused mining company committed to building a mid-tier gold producer through a new development plan to advance its high-quality asset portfolio. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of high-grade multi-stage projects strategically located in Nevada’s most prolific gold-producing trends. Leveraging its central processing facility following an anticipated refurbishment, i-80 Gold is executing a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. i-80 Gold’s shares are listed on the Toronto Stock Exchange (TSX: IAU) and the NYSE American (NYSE: IAUX). Visit www.i80gold.com for more information.
For further information, please contact:
Shorecrest Group
North American Toll-Free: 1-888-637-5789
Banks and Brokers and collect calls outside North America: 647-931-7454
Email: contact@shorecrestgroup.com
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FAQ
What did i-80 Gold Corp. (IAUX) announce regarding its convertible debentures?
What is the new deadline for i-80 Gold (IAUX) debenture interest conversion elections?
How is the interest conversion price determined for i-80 Gold (IAUX) debentures?
What happens if i-80 Gold (IAUX) debentureholders do not submit an Interest Election Notice?
Is the i-80 Gold (IAUX) Interest Election Notice revocable after submission?
How can i-80 Gold (IAUX) debentureholders submit their Interest Election Notice?
Filing Exhibits & Attachments
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