What obligation is i-80 Gold (IAUX) cancelling with this share issuance?

The share issuance settles an Amended and Restated Offtake Agreement dated August 23, 2023. That agreement obligated i-80 Gold and its subsidiaries to sell and deliver up to 40,000 ounces of refined gold per calendar year to Vox Royalty Cayman SEZC.

What regulatory steps is i-80 Gold (IAUX) taking for this share issuance?

The company plans to file a prospectus supplement to its existing registration statement on Form S-3 and related Form S-3MEF. This allows the 3,453,237 settlement shares to be issued as registered common shares, supported by a legal opinion from Stikeman Elliott LLP.

i-80 Gold to Issue Shares to End Offtake

i-80 Gold Corp. has agreed to terminate a gold offtake arrangement in exchange for issuing new equity.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

i-80 Gold Corp. has agreed to terminate a gold offtake arrangement in exchange for issuing new equity. The company and Vox Royalty Cayman SEZC ended a 2023 offtake agreement that required delivery of up to 40,000 ounces of refined gold per year. As consideration, i-80 Gold will issue 3,453,237 common shares to Vox Royalty Corp., valued at an aggregate $4,800,000, under a prospectus supplement to its existing Form S-3 shelf registration. The filing also includes the legal opinion on the shares and the full termination and settlement agreement as exhibits.

Insights

i-80 Gold exchanges equity worth $4.8M to cancel a gold offtake.

i-80 Gold Corp. is unwinding a 2023 offtake agreement that obligated it to sell up to 40,000 ounces of refined gold annually. Instead of ongoing deliveries, the company will settle by issuing 3,453,237 common shares valued at $4,800,000 to Vox Royalty Corp.

This replaces a long-term product commitment with a one-time equity issuance, modestly diluting shareholders while removing a sales obligation. The shares will be issued under a Form S-3 shelf via a prospectus supplement, indicating a registered transaction rather than a private deal.

The settlement and termination terms are set out in the Offtake Termination and Settlement Agreement dated June 25, 2026. Subsequent filings under the shelf registration will show completion of the share issuance and any related changes in outstanding share count.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Settlement shares: 3,453,237 common shares Settlement Amount: $4,800,000 Gold offtake obligation: 40,000 ounces per year

3 metrics

Settlement shares 3,453,237 common shares Shares issued as consideration under Settlement Agreement

Settlement Amount $4,800,000 Aggregate value of common shares issued in settlement

Gold offtake obligation 40,000 ounces per year Maximum refined gold deliveries required under 2023 Offtake Agreement

Key Terms

Offtake Agreement, Offtake Termination and Settlement Agreement, Settlement Amount, prospectus supplement, +1 more

5 terms

Offtake Agreement financial

"Pursuant to the 2023 Offtake Agreement, the Company and its subsidiaries are obligated to sell and deliver up to 40,000 ounces of refined gold"

A contract in which a buyer commits to purchase a set portion or percentage of a producer’s future output—such as minerals, energy, agricultural goods, or manufactured products—often over a multi‑year period. It matters to investors because it creates predictable sales and cash flow, reduces the risk of unsold inventory, and can make projects easier to finance; think of it like pre‑selling future harvests or securing long‑term customers before production begins.

Offtake Termination and Settlement Agreement financial

"the Company entered into an Offtake Termination and Settlement Agreement (the “Settlement Agreement”) with Vox Cayman and Vox Royalty Corp."

Settlement Amount financial

"The 3,453,237 common shares have an aggregate value equal to $4,800,000 (the “Settlement Amount”)."

prospectus supplement regulatory

"The Company will file a prospectus supplement to its registration statement on Form S-3"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement on Form S-3 regulatory

"prospectus supplement to its registration statement on Form S-3 (File No. 333- 286531) and Form S-3MEF"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did i-80 Gold Corp. (IAUX) announce in this 8-K filing?

i-80 Gold Corp. disclosed that it terminated a 2023 gold offtake agreement and will issue 3,453,237 common shares, valued at $4,800,000, to Vox Royalty Corp. as settlement consideration under a newly filed prospectus supplement.

How many i-80 Gold (IAUX) shares are being issued in the settlement?

The company agreed to issue 3,453,237 common shares to Vox Royalty Corp. These shares represent the consideration for terminating the 2023 Amended and Restated Offtake Agreement and are valued at an aggregate Settlement Amount of $4,800,000 under the disclosed terms.

How is the i-80 Gold (IAUX) settlement financed according to the filing?

The settlement is financed through equity rather than cash. i-80 Gold will issue 3,453,237 common shares to Vox Royalty Corp., valued at $4,800,000, under a prospectus supplement to its Form S-3 shelf registration statement and related S-3MEF filing.

Which key exhibits accompany this i-80 Gold (IAUX) 8-K filing?

Key exhibits include the Stikeman Elliott LLP legal opinion on the common shares (Exhibit 5.1), the Offtake Termination and Settlement Agreement itself (Exhibit 10.1), a consent from Stikeman Elliott LLP (Exhibit 23.1), and the cover page interactive data file (Exhibit 104).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 08:17 AM EDT

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 (Date of earliest event reported): June 25, 2026

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)


British Columbia	001-41382	98-1591259
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 York Street, Suite 1802

Toronto, Ontario

Canada M5H 3S5

5190 Neil Road, Suite 460

Reno, Nevada

USA 89502

(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 525-6450

Not Applicable

(Former name or former address, if changed since last report)

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
Warrants to Purchase Common Shares	IAUX.WS	NYSE American LLC
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 8.01

Other Events.

i-80 Gold Corp. (the “Company”) and its subsidiaries are parties to that certain pursuant to the Amended and Restated Offtake Agreement dated August 23, 2023 (the “2023 Offtake Agreement”) and TRR Offtakes LLC, as the original purchaser and purchasers’ agent thereunder. The 2023 Offtake Agreement was later assigned by TRR Offtakes LLC to Vox Royalty Cayman SEZC (“Vox Cayman”). Pursuant to the 2023 Offtake Agreement, the Company and its subsidiaries are obligated to sell and deliver up to 40,000 ounces of refined gold per calendar year. The Company and Vox Cayman have determined to terminate the 2023 Offtake Agreement.

On June 25, 2026, the Company entered into an Offtake Termination and Settlement Agreement (the “Settlement Agreement”) with Vox Cayman and Vox Royalty Corp., the parent company of Vox Cayman (the “Parent”).

Pursuant to the Settlement Agreement, the Company has agreed to issue 3,453,237 common shares (the “Offering”) to the Parent, as nominee of Vox Cayman, as consideration for the termination of Amended and Restated Offtake Agreement dated August 23, 2023 (the “2023 Offtake Agreement”). The 3,453,237 common shares have an aggregate value equal to $4,800,000 (the “Settlement Amount”). The Company will file a prospectus supplement to its registration statement on Form S-3 (File No. 333- 286531) and Form S-3MEF (File No. 333-287243) in connection with the Offering.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Stikeman Elliott LLP, the Company’s counsel, regarding the legality of the Common Shares that may be issued pursuant to the Settlement Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

5.1		Opinion of Stikeman Elliott LLP

10.1		Offtake Termination and Settlement Agreement

23.1		Consent of Stikeman Elliott LLP (included in Exhibit 5.1)

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: June 26, 2026


i-80 GOLD CORP.

By:		/s/ Ryan Snow
Name:		Ryan Snow
Title:		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 72.6 KB

i-80 Gold to Issue Shares to End Offtake

Rhea-AI Filing Summary