i-80 Gold (NYSE: IAUX) closes US$287.5M 3.75% convertible notes deal
Rhea-AI Filing Summary
i-80 Gold Corp. has completed a private offering of US$287.5 million aggregate principal amount of 3.75% unsecured convertible senior notes due 2031. The notes pay semiannual interest and can be converted at an initial rate of 519.4805 common shares per US$1,000 principal amount, implying a conversion price of about US$1.93 per share, with a higher rate possible after certain change-of-control or make-whole events.
The notes are unsecured senior obligations and may be redeemed by the company from April 20, 2029, if its share price trades above 130% of the conversion price for a specified period. On certain fundamental changes, holders can require the company to repurchase the notes at 100% of principal plus accrued interest. i-80 Gold plans to use the net proceeds to advance five Nevada gold projects, refurbish the Lone Tree processing plant, fund resource expansion and infill drilling, and for general corporate and working capital needs.
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Insights
i-80 Gold raises US$287.5M via low-coupon convertible notes, adding debt and potential equity dilution.
i-80 Gold issued US$287.5 million of 3.75% unsecured convertible senior notes due 2031. The notes carry a relatively low coupon and rank as general unsecured senior obligations, providing sizable funding without immediate equity issuance.
The initial conversion rate of 519.4805 shares per US$1,000 implies a conversion price near US$1.93 per share, with a higher rate possible in make-whole situations. A maximum of 205,357,138 shares may be issuable on conversion at the stated maximum conversion rate.
Proceeds are earmarked to advance five gold projects, refurbish the Lone Tree processing plant, and support drilling and corporate needs. Actual dilution will depend on future share prices, redemption decisions after April 20, 2029, and whether holders elect to convert or require repurchase on a fundamental change.
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)
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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):
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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 | 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 1.01. Entry Into or Amendment of a Material Definitive Agreement.
Indenture and Notes
On March 23, 2026, i-80 Gold Corp. (the “Company”) issued a total of $287.5 million aggregate principal amount of 3.75% Convertible Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture, dated March 23, 2026 (the “Indenture”), between the Company and Computershare Trust Company, N.A., as trustee. Pursuant to the purchase agreement, dated March 18, 2026, between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase up to an additional $37.5 million aggregate principal amount of Notes, exercisable on or before the 20th day after the initial issue date of the Notes. On March 20, 2026, the initial purchasers exercised this option in full, and the Notes issued include the additional $37.5 million aggregate principal amount of Notes.
The Notes are general unsecured senior obligations of the Company and will mature on April 15, 2031, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 3.75% per year from March 23, 2026, and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026.
Subject to earlier redemption or purchase, holders may convert their Notes at any time until the close of business on the second business day immediately preceding April 15, 2031. Upon conversion, holders of Notes will receive our common shares based on an initial conversion rate, subject to adjustment, of 519.4805 shares per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $1.93 per share). A holder that surrenders Notes for conversion in connection with a “make-whole fundamental change” or a notice of redemption may in certain circumstances be entitled to an increased conversion rate. No sinking fund is provided for the Notes.
The Company may not redeem the Notes before April 20, 2029, except in the event of certain changes in Canadian tax law. At any time on or after April 20, 2029, the Company may redeem all or part of the Notes for cash, but only if the last reported sale price of our common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides notice of redemption exceeds 130% of the conversion price in effect on each such trading day. The redemption price will be equal to the sum of (1) 100% of the principal amount of the Notes to be redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem the Notes upon the occurrence of certain changes in Canadian tax law. In addition, the Company will be required to offer to purchase for cash all of the outstanding Notes upon a fundamental change at a purchase price in cash equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:
| • | our failure to pay the principal on any Note when due, whether at maturity, on a fundamental change purchase date with respect to a fundamental change, on a redemption date or otherwise; |
| • | our failure to pay an installment of interest (including additional interest, if any) on any Note when due, if the failure continues for 30 days after the date when due; |
| • | our failure to satisfy our conversion obligations upon the exercise of a holder’s conversion right; |
| • | our failure to timely provide a fundamental change notice or notice of redemption (as defined in the Indenture) or to timely provide any notice pursuant to, and in accordance with, certain Indenture provisions relating to a make-whole fundamental change; |
| • | a termination of trading (as defined in the Indenture) occurs; |
| • | our failure to comply with any other term, covenant or agreement contained in the Notes or the indenture (other than a term, covenant or agreement that is the subject of one of the first five bullet points above), if the failure is not cured within 60 days after written notice to us by the trustee or written notice to the trustee and us by holders of at least 25% in aggregate principal amount of the Notes then outstanding, in accordance with the indenture; |
| • | a default by us or any of our Subsidiaries (as defined in the Indenture) in the payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, indebtedness for money borrowed (other than intercompany indebtedness) in the aggregate principal amount then outstanding of $20 million (or its equivalent in foreign currencies) or more, or acceleration of our or our Subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, in each case, within 30 days after notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of Notes then outstanding, in accordance with the indenture; |
| • | failure by us or any of our Subsidiaries to pay final judgments, the aggregate uninsured portion of which is at least $20 million (or its equivalent in foreign currencies), if the judgments are not paid, stayed or discharged within 60 days; and |
| • | certain events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries that is a “significant subsidiary” (as defined in Regulation S-X under the Exchange Act) or any group of our subsidiaries that in the aggregate would constitute a “significant subsidiary.” |
The Indenture provides that the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property or assets to, another person, whether in a single transaction or series of related transactions, unless (i) the resulting, surviving or transferee person (if not the Company) (the “Successor”) is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory of Canada; (ii) the Successor assumes by supplemental indenture all the obligations of the Company under the Notes and the Indenture; and (iii) immediately after giving effect to such transaction or series of transactions, no default or event of default (as defined in the Indenture) shall exist.
The foregoing description is qualified in its entirety by reference to the text of the Indenture and the form of Notes, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
The information set forth under Item 1.01 under the heading “Indenture and Notes” of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the Purchasers in reliance on the exemption from registration provided by Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were then resold to qualified institutional buyers (as defined in Rule 144A) in accordance with Rule 144A. The Company relied on these exemptions from registration based in part on representations made by the Purchasers in the purchase agreement dated March 18, 2026, by and between the Company and the representative of the Purchasers.
The Notes and the common shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent any common shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from the Securities Act by virtue of Section 3(a)(9) as involving an exchange by the Company exclusively with its security holders.
Initially, a maximum of 205,357,138 common shares may be issued upon conversion of the Notes based on the maximum conversion rate of 714.2857 common shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Item 8.01. Other Events
On March 19, 2026, the Company issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report and Form 8-K and is incorporated herein by reference.
On March 23, 2026, the Company issued a press release announcing the closing of the Notes offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report and Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Indenture, dated March 23, 2026, between i-80 Gold Corp. and Computershare Trust Company, N.A. | |
| 4.2 | Form of 3.75% Convertible Senior Note due 2031 (included in Exhibit 4.1) | |
| 99.1 | News Release, dated March 19, 2026 | |
| 99.2 | News Release, dated March 23, 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 24, 2026
| i-80 GOLD CORP. | ||
| By: | /s/ Ryan Snow | |
| Name: | Ryan Snow | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
i-80 Gold Announces Pricing of Upsized Offering of
US$250 Million Convertible Senior Notes
TORONTO, ON, March 19, 2026 – i-80 GOLD CORP. (TSX:IAU) (NYSE American:IAUX) (“i-80 Gold” or the “Company”) announced that it has priced its previously announced offering (the “Offering”) of unsecured convertible senior notes due 2031 (the “Notes”). The Company intends to issue US$250 million aggregate principal amount of Notes (or US$287.5 million aggregate principal amount if the option granted to the initial purchasers to purchase additional Notes is exercised in full). The Offering was upsized from the previously announced US$200 million (or US$230 million if the option granted to the initial purchasers to purchase additional Notes was exercised in full).
The Notes will bear cash interest paid semi-annually at a rate of 3.75% per annum. The initial conversion rate for the Notes will be 519.4805 common shares of the Company (the “Shares”) per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$1.93 per Share. The initial conversion rate represents a premium of approximately 37.5% relative to yesterday’s closing market price of the Shares on the NYSE American and is subject to adjustment in certain events.
The Offering is expected to close on or about March 23, 2026, subject to customary closing conditions including approval of the Toronto Stock Exchange and the NYSE American.
i-80 Gold intends to use the net proceeds from this Offering to advance the Company’s gold projects through various stages of development, refurbish the Lone Tree processing plant, and fund resource expansion and infill drilling, as well as for general corporate and working capital purposes.
The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), registered under any state securities laws, or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes were offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). The Notes may not be offered or sold in Canada except pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or the Shares issuable upon the conversion thereof, and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or the Shares issuable upon the conversion thereof in any jurisdiction in which such offer, solicitation or sale is unlawful.
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).
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PRESS RELEASE TSX: IAU | NYSE American: IAUX |
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
Cautionary Statement Regarding Forward-Looking Information
Certain information set forth in this press release, including but not limited to statements regarding completion of the Offering, the proposed terms of the Offering and the proposed use of proceeds of the Offering, 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 failure to satisfy the conditions to closing of the Offering; market demand for the Notes; general economic and industry conditions, risks associated with the refurbishment of the Lone Tree Plant and advancement of the Company’s projects, as well as those factors discussed under the heading “Risks Factors” in the Form 10-K for the fiscal year ended December 31, 2025, 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. 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 SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.
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Exhibit 99.2
i-80 Gold Closes Upsized US$287.5 Million Offering of Convertible Senior Notes
TORONTO, ON, March 23, 2026 – i-80 GOLD CORP. (TSX:IAU) (NYSE American:IAUX) (“i-80 Gold” or the “Company”) is pleased to announce the closing of its previously announced offering (the “Offering”) of 3.75% unsecured convertible senior notes due 2031 (the “Notes”) for an aggregate principal amount of US$287.5 million, which includes the upsized Offering of US$250 million and the exercise in full of the US$37.5 million option granted to the initial purchasers of the Notes. The initial conversion rate for the Notes is 519.4805 common shares of the Company (the “Shares”) per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$1.93 per Share.
i-80 Gold intends to use the net proceeds from this Offering to advance the Company’s five gold projects through various stages of development, refurbish the Lone Tree processing plant, and fund resource expansion and infill drilling, as well as for general corporate and working capital purposes.
The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), registered under any state securities laws, or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes were offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). The Notes may not be offered or sold in Canada except pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or the Shares issuable upon the conversion thereof, and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or the Shares issuable upon the conversion thereof in any jurisdiction in which such offer, solicitation or sale is unlawful.
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).
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
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PRESS RELEASE TSX: IAU | NYSE American: IAUX |
Cautionary Statement Regarding Forward-Looking Information
Certain information set forth in this press release, including but not limited to statements regarding the proposed use of proceeds of the Offering, 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, risks associated with the refurbishment of the Lone Tree Plant and advancement of the Company’s projects, as well as those factors discussed under the heading “Risks Factors” in the Form 10-K for the fiscal year ended December 31, 2025, 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. 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 SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
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FAQ
What did i-80 Gold Corp. (IAUX) announce in this 8-K filing?
What are the key terms of i-80 Gold’s 3.75% convertible senior notes?
How large is the i-80 Gold (IAUX) convertible notes offering?
What is the potential share dilution from i-80 Gold’s new convertible notes?
How will i-80 Gold use the proceeds from the convertible notes offering?
Who could buy i-80 Gold’s 3.75% convertible senior notes?
Filing Exhibits & Attachments
7 documentsPress Releases
