i-80 Gold Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

i-80 Gold Corp. signed a big deal and sold some stock, filing on Jan 17.

AI Summary

On January 13, 2025, i-80 Gold Corp. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing was made on January 17, 2025.

Why It Matters

This filing indicates significant corporate activity for i-80 Gold Corp., including a new material agreement and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• i-80 Gold Corp. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported
• January 17, 2025 (date) — Date of report filing
• 001-41382 (other) — SEC File Number

FAQ

Key Financial Figures

• $65 million — tures issued in the principal amount of $65 million on February 22, 2023 (the "Convertible
• $50 million — lity in the initial principal amount of $50 million with an initial conversion price of C$3
• $3.275 — on with an initial conversion price of C$3.275 per share, subject to adjustment (the "
• $1.01 — The Warrants have an exercise price of C$1.01 and an expiry date of January 15, 2029.

Filing Documents

• form8k.htm (8-K) — 32KB
• ex991.htm (EX-99.1) — 16KB
• ex992.htm (EX-99.2) — 16KB
• ex993.htm (EX-99.3) — 12KB
• i80_header.jpg (GRAPHIC) — 19KB
• 0001279569-25-000056.txt ( ) — 292KB
• iaux-20250113.xsd (EX-101.SCH) — 3KB
• iaux-20250113_lab.xml (EX-101.LAB) — 33KB
• iaux-20250113_pre.xml (EX-101.PRE) — 22KB
• form8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Settlement Agreement : On January 13, 2025, the Company entered into a Settlement Agreement with The K2 Principal Fund L.P. and Condire Resources Master Partnership, LP (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the Company is required to propose three separate amendments to the terms of its convertible debentures issued in the principal amount of $65 million on February 22, 2023 (the "Convertible Debentures") pursuant to an indenture agreement (the "Indenture"). The first amendment involves changing the conversion price applicable to the noteholders' conversion of outstanding and accrued interest on the Convertible Debentures to equal the volume weighted average price of the Company's common shares on the Toronto Stock Exchange ("TSX") during the five trading days immediately preceding the date the Convertible Debenture holders make such election, less a discount of 15%, converted into US dollars. Additionally, corresponding changes will be made to the provisions relating to the right of the Company to elect to convert the interest payable under the Convertible Debentures into common shares, including updating the conversion price to reflect a 15% discount to market price. The Convertible Debentures are currently secured by the Company's McCoy-Cove project. The second amendment removes the Company's right to grant security on a pari-passu basis against the Company's McCoy-Cove project, leaving Convertible Debenture holders as senior secured on the McCoy-Cove project with any additional debt subordinated. The third amendment provides for a new redemption right of the Convertible Debentures, allowing the Company to redeem the Convertible Debentures for cash at its election at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date. This amendment provides the Company with greater flexibility as it works towards the execution of its previousl

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosures in Item 1.01 of this Form 8-K regarding the issuance of the Warrants are hereby incorporated by reference into this Item 3.02.

01 Other Events

Item 8.01 Other Events The following press releases and the information contained therein filed as exhibits 99.1, 99.2, and 99.3, shall be deemed to be incorporated by reference into the Company's registration statement on Form F-10 (File Number 333-279567). A copy of the Company's press release dated January 13, 2025 with respect to the entry into the Settlement Agreement is furnished as Exhibit 99.1 to this Form 8-K. A copy of the Company's press release dated January 15, 2025 with respect to the entry into the A&R Credit Agreement and a proposed equity raise is furnished as Exhibit 99.2 to this Form 8-K. A copy of the Company's press release dated January 16, 2025 with respect to the proposed equity offering is furnished as Exhibit 99.3 to this Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibits 99.1, 99.2 and 99.3 shall be deemed to be incorporated by reference into the Company's registration statement on Form F-10 (File Number 333-279567) (d) Exhibits Exhibit Number Description 99.1 Press Release dated January 13, 2025 with respect to the entry into the Settlement Agreement 99.2 Press Release dated January 15, 2025 with respect to the entry into the Amended and Restated Credit Agreement 99.3 Press Release dated January 16, 2025 with respect to the proposed equity financing 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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. Dated: January 17, 2025 i-80 GOLD CORP. By: /s/ Ryan Snow Ryan Snow Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR