What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-19 compared with 2025-04-01 · 225 added, 33 removed, 54 unchanged (83% of the section changed)

2 unchanged sentences

The Company’s Common Shares trade on the NYSE American and the TSX under the symbols IAUX and IAU, respectively.

On March 28, 2025, there were approximately 91 holders of record of the Shares, which does not include shareholders for which shares are held in nominee or street name.

The Company’s Common Share Purchase Warrants issued in 2025 trade on the NYSE American and the TSX under the symbols IAUX WS and IAU.WT.U, respectively.

On February 18, 2026, there were approximately 77 holders of record of the Shares, which does not include shareholders for which shares are held in nominee or street name.

The Company believes that more than half of our common shares are beneficially owned by investors in the United States.

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Prior Sales of Unregistered Securities

The following information represents securities sold by the Corporation for the period covered by this Annual Report which were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

On May 1, 2024, the Corporation completed a bought deal public offering of an aggregate of 69,698,050 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Corporation of approximately $83.5 million (C$115.0 million).

Each Unit consists of one Common Share and one-half of one Common Share purchase warrant of the Corporation.

The public offering was conducted relying on Regulation S and/or Section 4(a)(2) of the Securities Act.

On March 20, 2024, the Corporation issued 1,127,336 Common Shares to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC at a deemed price of US$1.2738 per share as partial consideration of the contingent value rights payment related to Granite Creek relying on Regulation S of the Securities Act.

On February 20 and 21, 2024, the Corporation completed the first tranche of a non-brokered private placement of common shares.

An aggregate of 12,989,204 million shares were issued by the Corporation at a price of C$1.80 per common share for aggregate gross proceeds of C$23,380,567.20.

Certain directors and/or officers of the Corporation subscribed for an aggregate of 162,404 Common Shares under the private placement.

On March 20, 2024, the Corporation completed a second tranche of the private placement, issuing an additional 75,000 Common Shares at a price of C$1.80 per share to an arm's length purchaser for additional gross proceeds of C$135,000.

The private placement was conducted relying on Regulation S, Section 4(a)(2) and/or Rule 506(b) of the Securities Act.

On February 9, 2024, the Corporation issued 1,600,000 Common Shares to Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC at a deemed price of US$1.33 per share as partial consideration of the contingent value rights payment related to Granite Creek relying on Regulation S of the Securities Act.

On January 24, 2024, the Corporation issued 500,000 warrants to OMF Fund III (Hg) Ltd., an affiliate of Orion, with each warrant exercisable to acquire one Common Share at a price of C$2.717 per share, subject to customary anti-dilution adjustments, until January 24, 2028.

The warrants were issued in connection with the extension of certain of the Corporation's delivery obligations under its Silver Purchase and Sale Agreement and relied on Regulation S of the Securities Act.

During the fiscal year ended December 31, 2024, we granted to certain of our directors, officers, key employees, and consultants options to purchase 891,316 Common Shares with a weighted average exercise price of CAD$1.75 per share relying on Regulation S and/or Section 4(a)(2) of the Securities Act.

During the fiscal year ended December 31, 2024, we issued an aggregate of 2,051,374 restricted share units and 420,927 deferred share units to certain directors in reliance on Section 3(a)(9) of the Securities Act.

During the fiscal year ended December 31, 2024, we issued an aggregate of 2,051,374 restricted share units and 420,927 deferred share units, and an aggregate of 420,927 Common Shares upon settlement of restricted share units and deferred share units, to certain directors in reliance on Rule 506(b) of the Securities Act.

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The Company's sales of securities sold by the Corporation for the period covered by this Annual Report which were not registered under the Securities Act of 1933, as amended (the “Securities Act”) have been previously reported on Form 10-Q or Form 8-K.

Certain Canadian Federal Tax Considerations for U.S.

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Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its common shares.

This summary does not deal with special situations such as the particular circumstances of traders or dealers in securities or holders who have entered into a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Canadian Tax Act) in respect of the common shares.

Such holders should consult their own tax advisors.

This summary is based on the information contained in this Form 10-K, the current provisions of the Canadian Tax Act in force as of the date prior to the date hereof, all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Proposed Amendments”), the provisions of the Convention as amended by the Protocols thereto prior to the date hereof, and the administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof.

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Resident Holder is not entitled to relief under the Convention.

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Generally, a U.S.

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persons with whom the U.S.

Resident Holder did not deal at arm’s length, and

Resident Holder did not deal at arm’s length (for purposes of the Canadian Tax Act), and

partnerships in which the U.S.

7 unchanged sentences

Resident Holders whose common shares are or may be taxable Canadian property should consult their own tax advisors.

Use of Proceeds

On June 25, 2024, our shelf Registration Statement on Form F-10 (File No.

333-279567) was declared effective which registered the sales of securities of up to C$300,000,000.

On August 12, 2024, we filed a prospectus supplement relating to the company’s ATM Program for gross proceeds of up to US$50 million.

The ATM Program terminated on March 31, 2025.

For the period from August 12, 2024, to December 31, 2024, the Company issued 22.4 million common shares under the ATM Program at a weighted average share price of $1.01 per common share for total gross proceeds of $22.6 million.

Transaction costs incurred of $0.9 million are presented as a reduction to share capital.

There has been no material change in our planned use of the net proceeds from our offering described in the prospectus supplement.

The Company intends to use the net proceeds from the Offering, if any, to advance the exploration, development, expansion, and working capital requirements of the McCoy-Cove Project, the Granite Creek Project, the Lone Tree Project, the Ruby Hill Project and for debt repayment and general corporate and working capital purposes.

None of the payments were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.

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Certain United States Federal Income Tax Considerations for U.S.

The following is a general summary of certain material U.S.

federal income tax considerations applicable to a U.S.

Holder (as defined below) arising from and relating to the acquisition, ownership and disposition of common shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S.

federal income tax considerations that may apply to a U.S.

Holder arising from and relating to the acquisition, ownership or disposition of common shares.

In addition, this summary does not take into account the individual facts and circumstances of any particular U.S.

Holder that may affect the U.S.

federal income tax considerations applicable to such U.S.

Holder, including, without limitation, specific tax considerations applicable to a U.S.

Holder under an applicable income tax treaty.

Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S.

federal income tax advice with respect to any particular U.S.

This summary does not address the U.S.

federal alternative minimum tax, U.S.

federal net investment income tax, U.S.

federal estate and gift tax, U.S.

state and local tax, or non-U.S.

tax considerations applicable to U.S.

Holders of the acquisition, ownership or disposition of common shares.

In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements.

Holder should consult its own tax advisors regarding the U.S.

federal, U.S.

state and local, and non-U.S.

tax considerations applicable to the acquisition, ownership and disposition of common shares.

No opinion from legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S.

federal income tax considerations applicable to the acquisition, ownership, and disposition of common shares.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.

In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S.

courts could disagree with one or more of the considerations described in this summary.

This summary is based on the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed) promulgated thereunder, published rulings of the IRS, published administrative positions of the IRS, the current provisions of the Convention, and U.S.

court decisions that are applicable, and, in each case, as in effect and available, as of the date of this document.

Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis, which could affect the U.S.

federal income tax considerations described in this summary.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

For purposes of this summary, the term “U.S.

Holder” means a beneficial owner of common shares that is for U.S.

federal income tax purposes:

1isc an individual who is a citizen or resident of the United States;

2isc a corporation organized under the laws of the United States, any state thereof or the District of Columbia;

3isc an estate the income of which is subject to U.S.

federal income taxation regardless of its source;

4isc a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S.

persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S.

Holders Subject to Special U.S.

Federal Income Tax Rules Not Addressed

This summary does not address the U.S.

federal income tax considerations applicable to U.S.

Holders that are subject to special provisions under the Code, including, but not limited to U.S.

Holders that:

(a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

(b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies;

(c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method;

(d) have a “functional currency” other than the U.S.

(e) own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction;

(f) acquire common shares in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services;

(g) hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes);

(h) are subject to special tax accounting rules with respect to the common shares;

(i) are partnerships or other “pass-through” entities (and investors in such partnerships and entities);

(j) are S corporations (and shareholders or investors in such S corporations);

expatriates or former long-term residents of the United States;

(l) hold common shares in connection with a trade or business, permanent establishment, or fixed base outside the United States;

or (m) own or have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the Company.

Holders that are subject to special provisions under the Code, including, but not limited to, U.S.

Holders described immediately above, should consult their own tax advisors regarding the U.S.

federal, U.S.

state and local, and non-U.S.

tax considerations applicable to the acquisition, ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S.

federal income tax purposes holds common shares, the U.S.

federal income tax considerations applicable to such entity or arrangement and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners or participants).

This summary does not address the tax considerations applicable to any such entity, arrangement or partner (or owner or participant).

Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as other “pass-through” entities for U.S.

federal income tax purposes should consult their own tax advisors regarding the U.S.

federal income tax considerations arising from and relating to the acquisition, ownership and disposition of common shares.

Ownership and Disposition of Common Shares

The following discussion is subject in its entirety to the rules described below under the heading " Passive Foreign Investment Company Rules ".

Distributions on Common Shares

Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current and accumulated “earnings and profits” of the Company, as computed in accordance with U.S.

federal income tax principles.

To the extent that a distribution exceeds the Company’s current and accumulated “earnings and profits”, such distribution will be treated first as a tax-free return of capital to the extent of a U.S.

Holder's adjusted tax basis in its common shares and thereafter as gain from the sale or exchange of such common shares.

(See “ Sale or Other Taxable Disposition of Common Shares ” below).

However, the Company does not intend to maintain calculations of its earnings and profits in accordance with U.S.

federal income tax principles, and each U.S.

Holder therefore should assume that any distribution by the Company with respect to the common shares will constitute dividend income.

Dividends received on the common shares by corporate U.S.

Holders generally will not be eligible for the “dividends received deduction”.

Subject to applicable limitations and provided the Company is eligible for the benefits of the Convention or the common shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S.

Holders, including individuals, in respect of the common shares generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company is not classified as a PFIC in the tax year of distribution or in the preceding tax year.

A dividend generally will be taxed to a U.S.

Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if the Company is classified as a PFIC for the tax year of such distribution or was a PFIC for the preceding tax year.

The dividend rules are complex, and each U.S.

Holder should consult its own tax advisors regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a U.S.

Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between (a) the U.S.

dollar value of any cash received plus the fair market value of any property received, and (b) such U.S.

Holder's adjusted tax basis in such common shares sold or otherwise disposed of.

Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the common shares have been held for longer than one year.

Preferential tax rates currently apply to long-term capital gain of a U.S.

Holder that is an individual, estate, or trust.

There are currently no preferential tax rates for long-term capital gain of a U.S.

Holder that is a corporation.

Deductions for capital losses are subject to significant limitations under the Code.

Passive Foreign Investment Company Rules

If the Company were to constitute a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (“PFIC”) for any year during a U.S.

Holder’s holding period, then certain potentially adverse rules would affect the U.S.

federal income tax considerations applicable to a U.S.

Holder resulting from the acquisition, ownership and disposition of common shares.

The Company believes that it was not a PFIC during its most recently completed tax year, and based on current business plans and financial expectations, the Company expects that it will not be a PFIC for the current tax year and expects that it will not be a PFIC for the foreseeable future.

No opinion of legal counsel or ruling from the IRS concerning the Company’s PFIC classification has been obtained or is currently planned to be requested.

However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually.

Additionally, the analysis depends, in part, on the application of complex U.S.

federal income tax rules, which are subject to differing interpretations.

Consequently, there can be no assurances that the Company has never been and will not become a PFIC for any tax year during which U.S.

Holders hold common shares.

In any year in which the Company is classified as a PFIC, each U.S.

Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require.

In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax.

Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

The Company generally will be a PFIC if, after the application of certain “look-through” rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary, for a tax year in which (a) 75% or more of the Company's gross income for such tax year is passive income (the “PFIC income test”) or (b) 50% or more of the value of the Company's assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”).

“Gross income” generally includes sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in its trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

If the Company was a PFIC in any tax year during which a U.S.

Holder held common shares, such U.S.

Holder generally would be subject to special rules with respect to “excess distributions” made by the Company on the common shares and with respect to gain from the disposition of common shares.

An “excess distribution” generally is defined as the excess of distributions with respect to the common shares received by a U.S.

Holder in any tax year over 125% of the average annual distributions such U.S.

Holder has received from the Company during the shorter of the three preceding tax years, or such U.S.

Holder’s holding period for the common shares.

Generally, a U.S.

Holder would be required to allocate any excess distribution or gain from the disposition of the common shares ratably over its holding period for the common shares.

Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply.

While there are U.S.

federal income tax elections that sometimes can be made to alter these adverse tax consequences (including the “QEF Election” under Section 1295 of the Code and the “Mark-to-Market Election” under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner.

Holders should be aware that, for each tax year, if any, that the Company is classified as a PFIC, the Company can provide no assurances that it will satisfy the record keeping requirements of a “qualified electing fund”, as defined in Section 1295 of the Code, or make available to U.S.

Holders the information such U.S.

Holders require to make a QEF Election with respect to the Company or any subsidiary that is also classified as a PFIC.

Certain additional adverse rules may apply with respect to a U.S.

Holder if the Company is a PFIC, regardless of whether the U.S.

Holder makes a QEF Election.

These rules include special rules that apply to the amount of foreign tax credit that a U.S.

Holder may claim on a distribution from a PFIC.

Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of common shares, and the availability of certain U.S.

tax elections under the PFIC rules.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S.

Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares generally will be equal to the U.S.

dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S.

dollars at that time).

Holder will have a tax basis in the foreign currency equal to its U.S.

dollar value on the date of

Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S.

source income or loss for foreign tax credit purposes.

Different rules apply to U.S.

Holders who use the accrual method of tax accounting.

Holder should consult its own U.S.

tax advisors regarding the U.S.

federal income tax considerations applicable to receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Dividends paid on the common shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S.

foreign tax credit purposes.

Any gain or loss recognized on a sale or other taxable disposition of common shares generally will be U.S.-source gain or loss.

Holders that are eligible for the benefits of the Convention may elect to treat such gain or loss as Canadian source gain or loss for U.S.

foreign tax credit purposes.

The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S.

In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied.

The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S.

Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S.

Holder, to receive either a deduction or a credit for such Canadian income tax.

Generally, a credit will reduce a U.S.

Holder's U.S.

federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.

Holder's income that is subject to U.S.

federal income tax.

This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S.

Holder during a year.

The foreign tax credit rules are complex and involve the application of rules that depend on a U.S.

Holder's particular circumstances.

Accordingly, each U.S.

Holder should consult its own tax advisor regarding the foreign tax credit rules.

Information Reporting and Backup Withholding

federal income tax law and Treasury Regulations, certain categories of U.S.

Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation.

For example, U.S.

return disclosure obligations (and related penalties) are imposed on individuals who are U.S.

Holders that hold certain specified foreign financial assets in excess of certain threshold amounts.

The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S.

person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S.

person and any interest in a non-U.S.

Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions.

Penalties for failure to file certain of these information returns are substantial.

Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S.

payor or U.S.

middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting and backup withholding tax (currently at the rate of 24%) if a U.S.

Holder (a) fails to furnish such U.S.

Holder's correct U.S.

taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S.

taxpayer identification number, (c) is notified by the IRS that such U.S.

Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S.

Holder has furnished its correct U.S.

taxpayer identification number and that the IRS has not notified such U.S.

Holder that it is subject to backup withholding tax.

However, certain exempt persons generally are excluded from these information reporting and backup withholding rules.

Backup withholding is not an additional tax.

Any amounts withheld under the U.S.

backup withholding tax rules generally will be allowed as a credit against a U.S.

Holder's U.S.

federal income tax liability, if any, or will be refunded, if such U.S.

Holder furnishes the required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S.

A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement.

Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S.

HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON SHARES.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity