SC 13G/A: i-80 Gold Corp.

AI Summary

SC 13G/A filing by i-80 Gold Corp..

Risk Assessment

Risk Level: low

FAQ

Filing Documents

• sc13ga111955004_03132024.htm (SC 13G/A) — 307KB
• ex991to13ga111955004_031324.htm (EX-99.1) — 20KB
• 0000921895-24-000653.txt ( ) — 329KB

(a). Name of Issuer

Item 1(a). Name of Issuer: i-80 Gold Corp., a Canadian corporation organized under the laws of British Columbia (the “Issuer”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 55190 Neil Road Suite 460 Reno, Nevada 89502

(a). Name of Person Filing

Item 2(a). Name of Person Filing

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence

(c). Citizenship

Item 2(c). Citizenship Waterton Nevada Splitter, LLC (“Waterton Nevada”) 200 Vassar Street, PO Box 11340 Reno, Nevada 89510 Citizenship: Nevada Waterton Nevada Splitter II, LLC (“Waterton Nevada II”) 200 Vassar Street, PO Box 11340 Reno, Nevada 89510 Citizenship: Nevada Waterton Precious Metals Fund II Cayman, LP (“Waterton Fund II”) Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands Waterton Global Resource Management, LP (“WGRM LP”) Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands Waterton Global Resource Management Cayman Corp. (“WGRM Corp.”) Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands Waterton Mining Parallel Fund Onshore Master, LP (“Waterton Onshore”) Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands Waterton Mining Parallel Fund GP Corp. (“Waterton Parallel GP”) Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands 13 CUSIP No. 44955L106 Waterton Global Resource Management, Inc. (“WGRM Inc.”) 2 Bloor Street East, Suite 1530 Toronto, ON M4W 1A8 Citizenship: Canada Isser Elishis 2 Bloor Street East, Suite 1530 Toronto, ON M4W 1A8 Citizenship: United States Kalman Schoor 2 Bloor Street East, Suite 1530 Toronto, ON M4W 1A8 Citizenship: United States Richard J. Wells 2 Bloor Street East, Suite 1530 Toronto, ON M4W 1A8 Citizenship: Canada Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Shares, no par value (the “Shares”).

(e). CUSIP Number

Item 2(e). CUSIP Number: 44955L106 14 CUSIP No. 44955L106

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Item 4. Ownership (a) Amount beneficially owned: As of the close of business on the date hereof, the Reporting Persons beneficially owned, in the aggregate, 15,041,809 Shares (consisting of 15,041,809 Shares issuable upon the exercise of certain warrants (the “Warrants”) to purchase Shares beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II). Waterton Nevada directly beneficially owned 7,520,905 Shares, consisting of 7,520,905 Shares underlying certain Warrants held by it; and (ii) Waterton Nevada II directly beneficially owned 7,520,904 Shares, consisting of 7,520,904 Shares underlying certain Warrants held by it. Waterton Fund II, as the holder of a majority of the outstanding membership interests of Waterton Nevada, may be deemed to beneficially own the 7,520,905 Shares directly beneficially owned by Waterton Nevada. WGRM LP, as the general partner of Waterton Fund II, may be deemed to beneficially own the 7,520,905 Shares directly beneficially owned by Waterton Nevada. WGRM Corp., as the general partner of WGRM LP, may be deemed to beneficially own the 7,520,905 Shares directly beneficially owned by Waterton Nevada. In addition, Mr. Elishis is the sole manager of Waterton Nevada, and may be deemed to beneficially own the 7,520,905 Shares directly beneficially owned by Waterton Nevada. 15 CUSIP No. 44955L106 Waterton Onshore, as the holder of a majority of the outstanding membership interests of Waterton Nevada II, may be deemed to beneficially own the 7,520,904 Shares directly beneficially owned by Waterton Nevada II. Waterton Parallel GP, as the general partner of Waterton Onshore, may be deemed to beneficially own the 7,520,904 Shares directly beneficially owned by Waterton Nevada II. In addition, Mr. Wells is the sole manager of Waterton Nevada II, and may be deemed to beneficially own the 7,520,904 Shares directly beneficially owned by Waterton Nevada II. WGRM Inc., as the investment advisor to each of Waterto

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not Applicable.

Certifications

Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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. 17 CUSIP No. 44955L106 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 13, 2024 WATERTON NEVADA SPLITTER, LLC By: /s/ Isser Elishis Name: Isser Elishis Title: Manager WATERTON NEVADA SPLITTER II, LLC By: /s/ Richard J. Wells Name: Richard J. Wells Title: Manager WATERTON PRECIOUS METALS FUND II CAYMAN, LP By: Waterton Global Resource Management, LP, its general partner By: Waterton Global Resource Management Cayman Corp., its general partner By: /s/ Richard J. Wells Name: Richard J. Wells Title: Chief Financial Officer WATERTON GLOBAL RESOURCE MANAGEMENT, LP By: Waterton Global Resource Management Cayman Corp., its general partner By: /s/ Richard J. Wells Name: Richard J. Wells Title: Chief Financial Officer 18 CUSIP No. 44955L106 WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP. By: /s/ Richard J. Wells Name: Richard J. Wells Title: Chief Financial Officer WATERTON MINING PARALLEL ONSHORE MASTER, LP By: Waterton Mining Parallel Fund GP Corp., its general partner By: /s/ Richard J. Wells Name: Richard J. Wells Title: Chief Financial Officer WATERTON MINING PARALLEL FUND GP CORP. By: /s/ Richard J. Wells Name: Richard J. Wells Title: Chief Financial Officer WATERTON GLOBAL RESOURCE MANAGEMENT, INC. By: /s/ Richard J. Wells Name: Richard J. Wells Title: Chief Financial Officer /s/ I

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