i-80 Gold (NYSE: IAUX) raises $250M royalty cash and pays down debt
Rhea-AI Filing Summary
i-80 Gold Corp. has secured a $250 million royalty financing from Franco-Nevada and used most of the proceeds to retire costly legacy debt. Franco-Nevada receives a 1.5% life-of-mine net smelter return royalty on i-80’s projects, rising to 3.0% on January 1, 2031.
At closing, the Company received $225 million, deploying about $165 million to redeem its 8% 2027 convertible debentures and fully repay a convertible loan and gold prepay agreement held by Orion. The debenture redemption required a $73 million cash payment, while Orion received $92 million plus 3 million shares. Roughly 8.1 million new shares were also issued to settle accrued debenture interest in stock.
The remaining funds and a further conditional $25 million from Franco-Nevada are earmarked to advance the Mineral Point and Archimedes projects, including a pre-feasibility study at Mineral Point targeted for completion in 2027. i-80 retains an existing silver stream and gold-silver offtake agreements with Orion, which continue alongside the new royalty structure.
Positive
- $250 million Franco-Nevada royalty financing provides substantial non-dilutive funding relative to debt, strengthening liquidity and supporting advancement of key Nevada projects, including Mineral Point and Archimedes.
- Retirement of high-cost legacy debt using approximately $165 million of proceeds fully redeems 8% 2027 convertible debentures and repays Orion’s convertible loan and gold prepay, materially reducing leverage and future cash interest outflows.
Negative
- Long-term royalty burden on core assets of 1.5% net smelter return, increasing to 3.0% life-of-mine from 2031, structurally reduces future mine-level margins across the portfolio.
- Ongoing streaming and offtake commitments to Orion, including significant silver deliveries and a 20% gold and silver offtake through 2034, continue to divert a portion of future production at contractual terms.
Insights
Large royalty financing swaps high-cost debt for long-term production burdens.
i-80 Gold raised $250 million from Franco-Nevada via a life-of-mine net smelter return royalty covering its key Nevada assets. The rate starts at 1.5% of revenue and steps up to 3.0% on January 1, 2031, directly trimming future operating margins in exchange for upfront capital.
The company applied about $165 million of the initial $225 million tranche to redeem its 8% 2027 convertible debentures and fully repay a convertible loan and gold prepay with Orion, totaling $73 million and $92 million respectively. This meaningfully reduces leverage and interest expense, while some obligations were settled with equity through approximately 11.1 million new shares.
Roughly $50 million is dedicated to Mineral Point drilling, engineering and permitting in 2026, supporting a pre-feasibility study anticipated for completion in 2027. Future disclosures in company filings may clarify how the royalty, ongoing silver stream and gold-silver offtake together influence project economics as production ramps up.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Securities registered pursuant to Section 12(b) of the Act:
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| 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).
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| Item 1.01. | Entry Into a Material Definitive Agreement |
The information set forth under Item 8.01 regarding the Royalty Agreement (as defined in Item 8.01) is incorporated herein by reference.
The description of the Royalty Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Royalty Agreement, a copy of which will be filed by the Company.
| Item 1.02. | Termination of a Material Definitive Agreement |
The information set forth under Item 8.01 under the headings “Redemption of 2027 Convertible Debenture” and “Repayment of the Gold Prepayment and Convertible Loan Instruments Held by Orion” and under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities |
The information set forth under Item 8.01 under the headings “Redemption of 2027 Convertible Debenture” and “Repayment of the Gold Prepayment and Convertible Loan Instruments Held by Orion” of this Current Report on Form 8-K is incorporated herein by reference.
The common shares issued to Orion and pursuant to conversion of the convertible debentures have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).
The 8,133,983 common shares issued upon conversion of accrued interest of the convertible debentures were issued in transactions exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration was paid in connection with conversion of the notes and any resulting issuance of common shares. John Seaman, a director of the Company, held convertible debentures in the principal amount of $50,000 and received 8,895 common shares upon conversion of accrued interest.
The 2,993,307 common shares were issued to Orion Mine Finance Fund III LP in partial satisfaction of the Company’s obligations under the Convertible Loan and the termination of the Convertible Loan in a transaction exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration was paid in connection with the transaction.
| Item 7.01. | Regulation FD Disclosure |
On March 16, 2026, i-80 Gold Corp. (the “Company”) issued a press release titled “i-80 Gold Closes $250 Million Royalty Financing with Franco-Nevada and Completes Retirement of Certain Legacy Debt Obligations.” 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 |
Completion of Franco-Nevada Royalty Financing
On March 16, 2026, the Company and its subsidiaries, Premier Gold Mines USA, Inc., Au-Reka Gold LLC, Ruby Hill Mining Company, LLC, Goldcorp Dee LLC and Osgood Mining Company, LLC entered into a Net Smelter Return Royalty Agreement (the “Royalty Agreement”) with Franco Nevada U.S. Corporation (“Franco-Nevada”). Pursuant to the Royalty Agreement, Franco-Nevada is paying $250 million to the Company in exchange for a 1.5% life-of-mine (“LOM”) net smelter return royalty, which increases to a 3.0% LOM net smelter return royalty on January 1, 2031. The royalty payable to Franco-Nevada applies to production from the Company’s material mineral properties, which consists of Ruby Hill, Granite Creek, Cove and Lone Tree. Following three years, if the FAD project is still retained by the Company, the royalty shall also include the FAD project.
At closing, Franco-Nevada paid the Company $225 million, with the additional $25 million to be paid following (i) the incurrence in 2026 of $25 million of budgeted expenses to advance Mineral Point technical and permitting work, and (ii) the Company demonstrating to Franco-Nevada’s satisfaction that the remaining budgeted expenses in such 2026 budget plan are likely to be incurred by December 31, 2026. The Company anticipates that the remaining $25 million will be made available later in 2026.
In addition to the customary terms and conditions, the Royalty Agreement provides Franco-Nevada a right of first offer if the Company desires to sell a royalty, stream, participation payment or similar production-based interest on any of the properties subject to the Royalty Agreement. Further, the Company has agreed to provide additional title reports as well as rectify certain issues relating to the Company’s property interests on a post-closing basis.
Of the $225 million received at closing, approximately $165 million used to extinguish the legacy debt obligations described below, with the remaining balance to be used to advance the Mineral Point open pit oxide project and construction of the Archimedes underground project. In total, $50 million has been dedicated to advancing Mineral Point infill drilling, engineering and early-stage permitting in 2026, and supporting a pre-feasibility study anticipated for completion in 2027.
Redemption of 2027 Convertible Debentures
The Company has completed the previously announced mandatory redemption of its 8% secured convertible debenture notes due 2027 (the “2027 Convertible Debentures”) for a total cash payment of $73 million, including the principal amount of $65 million and accrued interest of approximately $5.3 million. Total accrued interest on the debentures amounted to approximately $18.7 million. Approximately 70% of the 2027 Convertible Debenture holders elected to receive their accrued interest in common shares of the Company, resulting in the issuance of approximately 8.1 million common shares, while the remaining interest was paid in cash. A 4% premium associated with the early mandatory redemption was applied to the principal amount and accrued interest.
Repayment of the Gold Prepayment and Convertible Loan Instruments Held by Orion
The Company and certain of its subsidiaries were party to an Amended and Restated Convertible Credit Agreement, dated January 15, 2025, with OMF Fund III (F) Ltd. (the “Convertible Loan”) and an Amended and Restated Gold Prepay Purchase and Sale Agreement, dated September 20, 2023, with OMF Fund III (HG) Ltd., as subsequently amended (the “Gold Prepay Agreement”). The Company has repaid in full the Gold Prepay Agreement and Convertible Loan held by the Orion entities. The aggregate payment to Orion was $92 million in cash and an additional 3 million common shares, to repay and terminate the Convertible Loan and Gold Prepay Agreement. The obligations to Orion were comprised of the Convertible Loan, including a principal amount of $50 million and approximately $20 million of accrued interest, together with the $22 million outstanding balance under the Gold Prepay Agreement.
The following agreements with Orion remain in place:
The Purchase and Sale Agreement (Silver) dated December 13, 2021 with OMF Fund III (Hg) Ltd., as amended (the “Silver Purchase and Sale Agreement”) remains in place. Pursuant to the terms of the Purchase and Sale Agreement (Silver) 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.
The Offtake Agreement (the “Orion Offtake Agreement”) dated February 7, 2025 between the Company and certain of its subsidiaries with OMF Fund III (HG) Ltd. (the “Purchaser”). The Orion Offtake Agreement applies to the Granite Creek project and the Ruby Hill project. The term of the Offtake Agreement is from February 7, 2025 until December 31, 2034 provided that the Purchaser’s right to purchase refined gold and refined silver does not start until December 28, 2028. Under the Offtake Agreement, the Purchaser shall purchase 20% of the refined gold produced from each of the Projects and 20% of the refined silver produced from each of the Projects, subject only to the gold return, silver return, refining charges and penalties (and similar charges) agreed to with the refinery. The refined gold and refined silver will be purchased at market prices.
The registration rights that the Company granted to Orion in connection with the Convertible Loan pursuant to an amended and restated registration rights agreement dated February 7, 2025 also remain in effect, which agreement provided that the Company would undertake certain resale shelf registration obligations, Orion was granted certain demand registration rights and included customary indemnification provisions.
For more information regarding the Company’s agreements with Orion, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
This Current Report on Form 8-K includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the anticipated use of funds from the Royalty Agreement, the anticipated timing to receive the remaining $25 million from the Royalty Agreement and the anticipated timing of a prefeasibility study. 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. The Company’s ability to access the remaining $25 million from the Royalty Agreement will depend on its ability to satisfy the pre-conditions.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | News Release, dated March 16, 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: March 17, 2026
| i-80 GOLD CORP. | ||
| By: | /s/ Ryan Snow | |
| Name: | Ryan Snow | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
i-80 Gold Closes $250 Million Royalty Financing with Franco-Nevada and Completes Retirement of Certain Legacy Debt Obligations
All amounts referenced herein are expressed in United States dollars unless otherwise stated.
TORONTO, ON, March 16, 2026 – i-80 GOLD CORP. (TSX:IAU) (NYSE American:IAUX) (“i-80 Gold” or the “Company”) is pleased to announce that it has successfully completed the closing of the previously announced $250 million royalty financing (the “Royalty Financing”) with a wholly-owned U.S. subsidiary of Franco-Nevada Corporation (“Franco-Nevada”). The Company used a portion of the Royalty Financing proceeds to complete the mandatory redemption of its 8% secured convertible debentures due in 2027 (“2027 Convertible Debentures”) and to settle a convertible loan and Gold Prepay Agreement held by affiliates of Orion Mine Finance (“Orion”).
“Together, these transactions represent a major step forward in the Company’s recapitalization, significantly strengthening the balance sheet and positioning i-80 Gold to continue advancing its development plan towards becoming a mid-tier gold producer in Nevada,” said Richard Young, President & Chief Executive Officer. “We thank Orion, Franco-Nevada and our debenture holders for assisting the Company in advancing its prospective portfolio of projects.”
Completion of Franco-Nevada Royalty Financing
Pursuant to the Royalty Financing, Franco-Nevada is paying $250 million to the Company in exchange for a 1.5% life-of-mine (“LOM”) net smelter return royalty (“NSR”), stepping up to a 3.0% LOM net smelter return royalty on January 1, 2031. The royalty payable to Franco-Nevada applies to production from all mineral properties in the Company’s portfolio. At closing, a total of $225 million of the Royalty Financing was advanced to the Company with approximately $165 million used to extinguish the legacy debt obligations described below, with the remaining balance to be used to advance the Mineral Point open pit oxide project and construction of the Archimedes underground project. In total, $50 million of the Royalty Financing has been dedicated to advancing Mineral Point infill drilling, engineering and early-stage permitting in 2026, supporting a pre-feasibility study anticipated for completion in 2027. The remaining $25 million of the Royalty Financing is payable following the expenditure of an initial $25 million allocated for Mineral Point, which is expected to be made available later this year.
Redemption of 2027 Convertible Debentures
The Company has completed the mandatory redemption of its 2027 Convertible Debentures for a total cash payment of $73 million, including the principal amount of $65 million and accrued interest of approximately $5.3 million. Total accrued interest on the debentures amounted to approximately $18.7 million. Approximately 70% of the 2027 Convertible Debenture holders elected to receive their accrued interest in common shares of the Company, resulting in the issuance of approximately 8.1 million common shares, while the remaining interest was paid in cash. A 4% premium associated with the early mandatory redemption was applied to the principal amount and accrued interest.
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Repayment of the Gold Prepayment and Convertible Loan Instruments Held by Orion
The Company has repaid in full the Gold Prepay Agreement and Convertible Loan Instruments held by Orion. A Silver Purchase and Sale Agreement held by Orion remains in place, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The total payout to Orion was $92 million, comprising the convertible loan, including a principal amount of $50 million and approximately $20 million of accrued interest, together with the outstanding balance under the Gold Prepay Agreement. An additional 3 million common shares were issued to Orion as part of the early redemption.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The securities referenced in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States or for the account or benefit of U.S. persons absent registration under the Securities Act or an applicable exemption from registration under the Securities Act.
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 fifth 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:
Leily Omoumi – SVP, Corporate Development and Strategy
Caterina De Rosa – VP, Investor Relations
1.866.525.6450
info@i80gold.com
www.i80gold.com
Cautionary Statement Regarding Forward-Looking Information
This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. 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, uncertainty in geological, metallurgical and geotechnical studies and opinions, and completion of planned expenditures at Mineral Point. The Company’s ability to receive the remaining $25 million of the Royalty Payment will depend on its ability to satisfy the conditions required for such payment. Please see “Risks Factors” in the Form 10-K for the fiscal year ended December 31, 2025 and subsequent quarterly reports on Form 10-Q 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
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other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators. All forward-looking statements contained in this press release speak only as of the date of this press release 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.
Additional information relating to i-80 Gold can be found on i-80 Gold’s website at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar. The information included on, or accessible through, the Company’s website is not incorporated by reference into this press release.
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FAQ
What did i-80 Gold Corp. (IAUX) announce in its latest 8-K filing?
How will the Franco-Nevada royalty affect i-80 Gold Corp. (IAUX)?
How much debt did i-80 Gold (IAUX) repay using the royalty financing proceeds?
What equity was issued by i-80 Gold (IAUX) in connection with the debt transactions?
How will i-80 Gold (IAUX) use the remaining royalty financing funds?
What streaming and offtake agreements with Orion remain for i-80 Gold (IAUX)?
Filing Exhibits & Attachments
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