i-80 Gold (NYSE: IAUX) closes $150M gold prepay, completes recap plan
Rhea-AI Filing Summary
i-80 Gold Corp. has closed a gold prepayment facility with National Bank of Canada and Macquarie Bank, receiving an initial $150 million and agreeing to deliver 39,978 ounces of gold over about 30 months starting in January 2028.
The facility includes a $100 million accordion feature that can increase available funding within 24 months of closing, subject to financial and technical conditions such as feasibility and technical studies for key Nevada projects. The obligations are secured by assets across the Company’s Ruby Hill, Granite Creek, Lone Tree and Cove projects.
Management states that, together with other recent financings, the Company has raised over $1 billion in capital, which is expected to fully fund Phase 1 and Phase 2 of its development plan and provide a path to Phase 3. These phases aim to refurbish the Lone Tree processing plant and advance multiple underground and open pit projects, targeting average annual production of 300,000–400,000 ounces of gold in 2031, up from less than 50,000 ounces currently, though these output targets are preliminary and based on mineral resources rather than mineral reserves.
Positive
- Over $1 billion recapitalization supports full funding of development plan – The company states it has raised over $1 billion in capital to fully fund Phase 1 and Phase 2 of its Nevada development plan and provide a path to Phase 3, enabling refurbishment of Lone Tree and advancement of multiple high-priority projects.
Negative
- Significant secured obligations and fixed gold deliveries – The $150 million gold prepay requires delivery of 39,978 ounces from 2028, is secured by key project assets, and may expand via a $100 million accordion, increasing leverage to gold prices and execution risk if development or production underperforms targets.
Insights
Large gold prepay and recapitalization secure funding but add future delivery and asset‑backed obligations.
i-80 Gold has locked in a $150 million upfront gold prepayment, with a potential $100 million accordion, from two banks. In exchange, it must deliver 39,978 ounces of gold from 2028 over roughly 30 months, with the facility secured against major Nevada assets.
Management indicates that, combined with other financings, over $1 billion in capital is now secured or available to fund a multi-phase development plan. Targeted production of 300,000–400,000 ounces in 2031 would represent a step-change from current levels, but these goals rest on preliminary economic assessments and inferred resources, which carry higher uncertainty.
The facility’s accordion feature and the broader recapitalization could materially advance growth if technical and permitting milestones are achieved. However, the fixed gold delivery schedule, security over core assets and the need to satisfy conditions for the extra $100 million introduce execution and commodity-price sensitivity that investors must weigh against the growth potential.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 or Amendment of a Material Definitive Agreement. |
On March 23, 2026, i-80 Gold Corp. (the “Company”) entered into a Supplementary Terms Agreement (the “Gold Prepay” or the “Facility”) with National Bank of Canada, as a bank and the administrative agent, and Macquarie Bank Limited (together, the “Banks”) for a gold prepayment facility.
Pursuant to the terms and conditions of the Gold Prepay, the Company received from the Banks aggregate upfront proceeds of up to $150,000,000 (the “Prepayment Amount”), with the resulting obligation to deliver to National Bank and Macquarie 39,978 ounces of gold over a period of approximately 30 months in periodic installments beginning in January 2028.
In addition to the customary terms and conditions, the Facility provides that prior to the second anniversary of the Facility, the amounts available under the Facility may be increased by up to an additional $100,000,000 (the “Accordion Feature”), subject to the satisfaction of specified financial and technical conditions specified in the Facility including, but not limited to, a feasibility study with respect to the Granite Creek underground mine, updated consolidated financial models for the Company’s projects and internal technical information with respect to the construction and operation of the Archimedes underground mine.
The obligations under the Gold Prepay are secured by the assets of the Company and its material subsidiaries, including deeds of trust over the Company’s projects at Ruby Hill, Granite Creek, Lone Tree and Cove.
The description above is not intended to be complete and is qualified in its entirety by reference to the agreement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information regarding the Facility disclosed under Item 1.01 in incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On March 24, 2026, the Company issued a press release titled “i-80 Gold Closes Gold Prepayment facility for up to $250 Million; Completes Recapitalization Establishing a Fully Funded Development Plan.” 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. |
As previously disclosed in the Current Report on Form 8-K filed by the Company on March 17, 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. A copy of the Royalty Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Net Smelter Return Royalty Agreement, dated March 16, 2026, between 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 and Franco-Nevada U.S. Corporation | |
| 99.1 | News Release, dated March 24, 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 27, 2026
| i-80 GOLD CORP. | ||
| By: | /s/ Ryan Snow | |
| Name: | Ryan Snow | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
i-80 Gold Closes Gold Prepayment Facility for up to $250 Million;
Completes Recapitalization Establishing a Fully Funded Development Plan
All amounts referenced herein are expressed in United States dollars unless otherwise stated.
TORONTO, ON, March 24, 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 gold prepayment facility (the “Gold Prepay Facility”) with National Bank of Canada and Macquarie Bank Limited. The Gold Prepay Facility includes an initial advance of $150 million and a $100 million accordion feature. With the closing of the Gold Prepay Facility, the Company has successfully completed its recapitalization plan. Through a combination of financing arrangements, i-80 Gold has raised over $1 billion in capital(1), which is expected to fully fund the development plan through Phase 1 and Phase 2, with a path to funding Phase 3(2) (see Figure in Appendix).
“We are pleased to announce the closing of the Gold Prepay Facility, marking the final step in achieving our recapitalization goals and a major turning point for i-80 Gold,” said Richard Young, President & CEO. “We believe this significantly derisks the Company and positions us to fully finance our growth plans, financing five gold projects and the Lone Tree centralized autoclave processing facility. With the financing now complete, we are fully focused on executing on our industry-leading project pipeline in Nevada and delivering significant value to all our stakeholders.”
Gold Prepay Facility
With the closing of the Gold Prepay Facility, the Company received $150 million in initial funding and has the obligation to deliver 39,978 ounces of gold over a 30-month period beginning in January 2028. The accordion feature provides access to an additional $100 million for a 24-month period from closing, subject to customary conditions and lender approval. The Company anticipates executing the accordion feature in the first half of 2027, at which point the number of additional gold ounces to be delivered will be determined.
Recapitalization Plan
Over the past 18 months, i-80 Gold undertook several initiatives that have led to the completion of its recapitalization plan. The Company has secured a financing package that aligns with the projected capital requirements and cash flows of its development plan. This recapitalization was completed ahead of the Company’s target of mid-2026 and has achieved over $1 billion in secured and available capital(1) in accordance with its plan.
We believe the Company is fully funded to advance Phase 1 and Phase 2 of the development plan(2). Phase 1 and Phase 2 currently include advancing three underground projects (Granite Creek, Archimedes and Cove) and one open pit oxide project (Granite Creek open pit), as well as the refurbishment and commissioning of the Company’s centralized Lone Tree processing plant. Once complete, these projects are expected to increase average annual production to a target range of 300,000 to 400,000 ounces of gold in 2031(2), up from less than 50,000 ounces of gold currently. They are also expected to generate sufficient operating cash flow to fund Phase 3(2), which currently includes the development of the Mineral Point open pit oxide project. The Company now has the financial flexibility to bring forward infill drilling, engineering, and technical studies in support of the pre-feasibility study and future permitting actions for Mineral Point ahead of Phase 3, as the Company continues to identify opportunities to optimize the development schedule.
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Endnotes
| (1) | The Company has secured over $1.0 billion in capital since the beginning of 2025 through a combination of financings. This includes (i) approximately $184 million in gross proceeds raised in May 2025 through a public offering and a concurrent private placement, with up to an additional $130 million assuming full exercise of the related in-the-money warrants over the next 18 months, (ii) a $250 million royalty financing with Franco-Nevada (of which $225 million was funded at closing on March 16, 2026 with approximately $165 million used to pay legacy debt obligations, and $25 million remains subject to drawdown conditions), (iii) convertible senior notes issued on March 23, 2026 for an aggregate principle amount of $287.5 million, and (iv) $150 million under the Gold Prepay Facility with National Bank of Canada and Macquarie Bank with an additional $100 million available under an accordion feature, subject to drawdown conditions. |
| (2) | Based on capital costs, gold output estimates and average annual gold output targets in the most recent life of mine gold output schedules disclosed in the latest technical studies filed for each respective project and related property: the Lone Tree Facility, Granite Creek underground, Archimedes underground, Cove underground and Granite Creek open pit when using a gold price assumption of $3,600 per ounce for the purposes of anticipated cash flow from operations. While the economics of the latest technical studies were completed using a gold price assumption of $2,175 per ounce with gold price sensitivities of up to $3,000 per ounce, a gold price assumption of $3,600 per ounce is in line with current long term consensus prices. |
These anticipated output figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and are not mineral reserves. In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves. As such, there is no certainty that the output targets will be realized. The anticipated output targets are also pending the refurbishment and commissioning of the Lone Tree Plant. The output targets presented herein are Company goals and not a projection of results and should not be taken as output guidance. All of the Company’s projects are considered exploration stage projects under S-K 1300 because the Company has not determined mineral reserves at any of its properties pursuant to S-K 1300. With respect to Granite Creek underground and Archimedes underground, located on the Ruby Hill property, the Company has started extraction activities without determining mineral reserves.
The following technical reports for each project and related property have been prepared in accordance with NI 43-101: Preliminary Economic Assessment Technical Report for the Cove Project, Lander County, Nevada (March 31, 2025); Preliminary Economic Assessment Technical Report for the Granite Creek Mine Project, Humboldt County, Nevada, USA (March 31, 2025); and Preliminary Economic Assessment NI 43-101 Technical Report for the Ruby Hill Project, Eureka Country, Nevada, USA (March 31, 2025). Corresponding technical reports prepared in accordance with S-K 1300 are as follows: Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada (March 26, 2025); Initial Assessment of the Granite Creek Mine, Humboldt County, NV (March 26, 2025); and Initial Assessment of the Ruby Hill Project, Eureka County NV (March 29, 2025).
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 more information, visit www.i80gold.com.
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
Certain information set forth in this press release, including but not limited to statements regarding the full funding and advancement of Phase 1 and Phase 2 of the current development plan including three underground projects (Granite Creek, Archimedes and Cove) and one open pit oxide project (Granite Creek open pit) as well as the refurbishment and commissioning of the Company’s centralized Lone Tree processing plant, increasing average annual gold output to a target range of 300,000 to 400,000 ounces in 2031, and the expectation to generate sufficient operating cash flow to fund Phase 3 of the current development plan, constitutes forward looking
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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; the Company satisfying the conditions to access the US$100 million accordion feature, general economic and industry conditions, including the impact of recent oil price increases, 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 at www.i80gold.com and on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.
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APPENDIX
Figure: i-80 Gold’s Three-Phase Development Plan
Note to table above: Anticipated development timelines illustrated above are subject to the successful refurbishment and commissioning of the Company’s Lone Tree Plant.
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FAQ
What is the size of i-80 Gold (IAUX)'s new gold prepayment facility?
What future gold delivery obligations does i-80 Gold (IAUX) have under the prepay?
How does the new financing affect i-80 Gold (IAUX)'s development plan?
What production levels is i-80 Gold (IAUX) targeting after its recapitalization?
Which assets secure i-80 Gold (IAUX)'s gold prepayment facility?
What conditions govern the $100 million accordion feature for i-80 Gold (IAUX)?
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