Orion Resource Partners (USA) LP reports beneficial ownership of 21,787,281 common shares of i-80 Gold Corp. As of March 31, 2026, that position represents approximately 2.6% of the outstanding common shares. The total includes 4,301,997 shares held directly by Fund II, 8,235,284 shares held directly by Fund III and 9,250,000 shares Fund III has the right to acquire upon exercise of warrants, which are subject to a 9.99% ownership blocker (with a potential increase to 19.99% after at least 60 days' notice). The filing lists sole voting and dispositive power over 21,787,281 shares.
Positive
None.
Negative
None.
Insights
Orion discloses a modest 2.6% position in i-80 Gold that includes exercisable warrants capped by a blocker.
The filing states beneficial ownership of 21,787,281 shares as of March 31, 2026, composed of direct holdings by Fund II and Fund III plus 9,250,000 warrants exercisable by Fund III. The filing attaches a 9.99% aggregation cap that may be increased to 19.99% only after at least 60 days' prior notice to the issuer.
Cash‑flow treatment and any planned sales are not disclosed in the excerpt; subsequent filings would show disposition activity if holders sell or exercise warrants. The regulatory note cites Rule 13d-3(d)(1)(i) for including warrants in the ownership percentage.
Filing emphasizes voting/dispositive control and the Blocker limitation on warrant exercises.
The Reporting Person asserts sole voting and dispositive power over 21,787,281 shares. The warrants are included in the ownership calculation under Rule 13d-3(d)(1)(i), but their issuance is limited by the Blocker to prevent exceeding 9.99% ownership absent notice and a 60‑day waiting period for an increase.
Relevant compliance items to watch: any future notice increasing the Blocker to 19.99%, and amendments showing exercises or sales that would change the reported percentage.
Key Figures
Beneficial ownership:21,787,281 sharesPercent of class:2.6%Warrants exercisable:9,250,000 warrants+3 more
6 metrics
Beneficial ownership21,787,281 sharesAs of <date>March 31, 2026</date>
Percent of class2.6%Calculated using 840,102,280 shares outstanding as of <date>February 19, 2026</date>
Warrants exercisable9,250,000 warrantsIncluded in ownership total under Rule 13d-3(d)(1)(i)
Shares outstanding cited840,102,280 sharesAs of <date>February 19, 2026</date> (source: issuer Form 10-K)
Ownership blocker cap9.99%Cap on post-issuance ownership upon warrant exercise; potential increase to 19.99% after notice
Blocker notice period60 daysMinimum wait after notice before a 19.99% increase becomes effective
"9,250,000 Common Shares Fund III has the right to acquire upon exercise of warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Blockerregulatory
"The Issuer shall not issue any Common Shares pursuant to the terms of the Warrants to the extent that any such issuance would result in the Reporting Person ... owning more than 9.99%"
Rule 13d-3(d)(1)(i)regulatory
"which have been added to the total Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i)"
Beneficially ownedfinancial
"As of March 31, 2026, the Reporting Person may be deemed the beneficial owner of 21,787,281 Common Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
What stake does Orion Resource Partners report in i-80 Gold (IAUX)?
Orion reports beneficial ownership of 21,787,281 common shares, about 2.6%. This total includes direct holdings by Fund II and Fund III plus 9,250,000 warrants that are counted under Rule 13d-3 and subject to a 9.99% blocker.
How many warrants are included in Orion's reported position?
The filing includes 9,250,000 warrants held by Fund III that are counted in the ownership total. Exercise of these warrants is subject to the Blocker limiting post-issuance ownership to 9.99%, with a possible 19.99% cap after notice and a 60-day waiting period.
What is the Blocker referenced in the Schedule 13G/A filing?
The Blocker prevents issuance of shares on warrant exercise if it would push ownership above 9.99%. The filing permits a potential increase to 19.99% only after the Reporting Person delivers notice and at least 60 days elapse before effectiveness.
Which funds hold the shares Orion reports for i-80 Gold?
The reported shares include 4,301,997 shares held by Orion Mine Finance Fund II, LP and 8,235,284 shares held by Orion Mine Finance Fund III, LP. The remainder comprises warrants exercisable by Fund III that are included in the beneficial ownership total.
What voting and dispositive power does Orion assert over these shares?
The Reporting Person claims sole voting power and sole dispositive power over 21,787,281 shares. The Schedule 13G/A lists zero shared voting or dispositive powers for the reported position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
i-80 Gold Corp.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
44955L106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
44955L106
1
Names of Reporting Persons
ORION RESOURCE PARTNERS (USA) LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
21,787,281.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
21,787,281.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,787,281.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.6 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
i-80 Gold Corp.
(b)
Address of issuer's principal executive offices:
150 York Street, Suite 1802, Toronto, Ontario, Canada, M5H 3S5
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of Orion Resource Partners (USA) LP (the "Reporting Person"). The Reporting Person serves as investment advisor to each of Orion Mine Finance Fund II, LP, a Bermuda exempted limited partnership ("Fund II"), and Orion Mine Finance Fund III LP, a limited partnership existing under the laws of the Cayman Islands ("Fund III"). Based on the relationships described herein, the Reporting Person may be deemed to have voting and investment control over the Common Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is 1045 Avenue of the Americas, New York, NY 10018.
(c)
Citizenship:
The Reporting Person is a Delaware limited partnership.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
44955L106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, the Reporting Person may be deemed the beneficial owner of 21,787,281 Common Shares. This amount includes (i) 4,301,997 Common Shares held directly by Fund II, (ii) 8,235,284 Common Shares held directly by Fund III, and (iii) 9,250,000 Common Shares Fund III has the right to acquire upon exercise of warrants ("Warrants"), subject to the Blocker (as defined herein). The Issuer shall not issue any Common Shares pursuant to the terms of the Warrants to the extent that any such issuance would result in the Reporting Person and its affiliates, if acting as a group and required to aggregate their beneficial ownership of Common Shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), owning more than 9.99% of the issued and outstanding Common Shares immediately after giving effect to such issuance, subject to a potential increase to a 19.99% cap provided that any increase will not be effective until at least 60 days after the Reporting Person delivers notice of such increase to the Issuer (the "Blocker").
(b)
Percent of class:
As of March 31, 2026, the Reporting Person may be deemed the beneficial owner of approximately 2.6% of the Common Shares outstanding. This percentage is based on the sum of (i) 840,102,280 Common Shares outstanding as of February 19, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2026, and (ii) 9,250,000 Common Shares Fund III has the right to acquire upon exercise of Warrants, subject to the Blocker, which have been added to the total Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
21,787,281
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
21,787,281
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The responses to Items 2 and 4 are incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
