i-80 Gold director exercises 100K warrants at $0.70

i-80 Gold Corp. (IAUX) director Ronald W. Clayton reported an exercise of derivative securities through the Clayton Family Trust.

Rhea-AI Filing Summary

i-80 Gold Corp. (IAUX) director Ronald W. Clayton reported an exercise of derivative securities through the Clayton Family Trust. On 2026-08-27, the trust exercised 100,000 Common Share Purchase Warrants at an exercise price of $0.70 per share, disposing of the warrants and acquiring 100,000 Common Shares indirectly. Following the transactions, the trust holds 480,000 Common Shares indirectly, and a separate direct holding of 100,000 Common Shares is reported. Clayton disclaims beneficial ownership of the trust-held securities except to the extent of his pecuniary interest.

Insider Trade Summary

100,000 shares exercised/converted

Exercise 3 txns

Insider CLAYTON RONALD W

Role Director

Type	Security	Shares	Price	Value
In-the-Money Exercise	Common Share Purchase Warrants (Right to Buy) F1	100,000	$0.00	$0.00
In-the-Money Exercise	Common Shares F1	100,000	$0.70	$70K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Share Purchase Warrants (Right to Buy) — 0 contracts (Indirect, By Clayton Family Trust); Common Shares — 480,000 shares (Indirect, By Clayton Family Trust); Common Shares — 100,000 shares (Direct)

Footnotes (1)

1. F1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Key Figures

Warrants Exercised: 100,000 Common Share Purchase Warrants Exercise Price: $0.70 per share Indirect Common Shares After Transaction: 480,000 Common Shares +3 more

6 metrics

Warrants Exercised 100,000 Common Share Purchase Warrants Exercised on 2026-08-27 by the Clayton Family Trust

Exercise Price $0.70 per share Exercise price of the Common Share Purchase Warrants

Indirect Common Shares After Transaction 480,000 Common Shares Indirectly held through the Clayton Family Trust after exercise

Direct Common Shares Holding 100,000 Common Shares Directly held Common Shares position reported

Warrant Expiration Date 2027-11-16 Original expiration date of the exercised warrants series

Warrants Remaining After Exercise 0 Common Share Purchase Warrants Total shares following derivative transaction for that warrant line

Key Terms

Common Share Purchase Warrants (Right to Buy), indirect ownership, pecuniary interest, beneficial ownership

4 terms

Common Share Purchase Warrants (Right to Buy) financial

"security_title: Common Share Purchase Warrants (Right to Buy)"

indirect ownership financial

"ownership_type: indirect, ownership_code: I"

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"

beneficial ownership financial

"disclaims beneficial ownership of these securities except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What did IAUX director Ronald W. Clayton report in this Form 4?

He reported that the Clayton Family Trust exercised 100,000 Common Share Purchase Warrants on 2026-08-27 at an exercise price of $0.70 per share, acquiring 100,000 Common Shares and eliminating that warrant position.

How many i-80 Gold Corp. (IAUX) shares does the Clayton Family Trust hold after the transaction?

After the exercise, the Clayton Family Trust holds 480,000 Common Shares of i-80 Gold Corp. indirectly, as reported in the filing, subject to Clayton’s disclaimer of beneficial ownership except to the extent of his pecuniary interest.

What happened to Ronald W. Clayton’s warrant position in IAUX?

The Clayton Family Trust exercised 100,000 Common Share Purchase Warrants at an exercise price of $0.70 per share, and the filing shows 0 warrants remaining for that series after the transaction.

What common share holdings does Ronald W. Clayton report in IAUX after this Form 4?

He reports 480,000 Common Shares held indirectly through the Clayton Family Trust and a separate direct holding of 100,000 Common Shares, with the trust-held shares subject to a disclaimer of beneficial ownership.

Does Ronald W. Clayton claim full beneficial ownership of the IAUX shares held by the trust?

No. He disclaims beneficial ownership of the securities held by the Clayton Family Trust except to the extent of his pecuniary interest, and states that their inclusion does not constitute an admission of beneficial ownership.

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Available on EDGAR 08/31/2026 - 01:43 PM Accepted by SEC EDGAR 08/31/2026 - 01:42 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLAYTON RONALD W

(Last) (First) (Middle)

C/O I-80 GOLD CORP

150 YORK STREET, SUITE 1802

(Street)

TORONTO M5H 3S5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
i-80 Gold Corp. [ IAUX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	08/27/2026		X		100,000	A	$0.7	480,000	I	By Clayton Family Trust(1)
Common Shares								100,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Share Purchase Warrants (Right to Buy)	$0.7	08/27/2026		X			100,000	08/27/2026	11/16/2027	Common Shares	100,000	$0	0	I	By Clayton Family Trust(1)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Ronald Clayton	08/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)