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Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-04-01 · 559 added, 562 removed, 290 unchanged (79% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Index to Management's Discussion and Analysis of Financial Condition and Results of Operations

Discussion Of Operational Results

Discussion Of Financial Results

Discussion Of Financial Position

Liquidity And Capital Resources

Commitments And Contingencies

Critical Accounting Estimates

C autionary S tatement on Forward L ooking Statements

Non- GAAP Financial Performance Measures

Company Overview

i-80 Gold Corp.

is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and extraction of gold and silver.

The Company is the fourth largest gold mineral resource holder in the state with a pipeline of projects strategically located on Nevada's most prolific gold-producing trends.

The Company's wholly owned principal assets, which are at various stages of permitting and development, include the Granite Creek property, the Ruby Hill property, the Lone Tree property, the Cove property, and the FAD property.

(the "Company" or "i-80 Gold") is a Nevada-focused growth-oriented gold and silver mining company engaged in the exploration and extraction of gold and silver.

The Company is the fourth largest mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located in some of Nevada's most prolific gold-producing trends.

The Company's wholly owned assets, which are at various stages of permitting, construction, technical studies, and development include the Granite Creek property, the Ruby Hill property, the Lone Tree property which hosts an autoclave processing plant which is expected to be refurbished ("Lone Tree Plant"), the Cove property and the FAD property.

The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada.

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the NYSE American (“NYSE”) under the symbol IAUX.

The Company’s head office is located in Reno, Nevada, United States ("US").

The Company's executive office is located in Toronto, Ontario, Canada.

The Company’s common shares are listed on the NYSE American under the trading symbol IAUX and on the TSX under the trading symbol IAU.

The Company’s head office is located in Reno, Nevada, United States ("US") and its principal executive office is located in Toronto, Ontario, Canada.

Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.

Transition to US Generally Accepted Accounting Principles ("US GAAP")

Historically, the Company has prepared its financial statements under International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board ("IFRS") permitted by security regulators in Canada, as well as in the U.S.

under the foreign private issuer status as defined by the United States Securities and Exchange Commission ("SEC").

On June 28, 2024, the Company determined that it would no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025.

As a result, beginning January 1, 2025 the Company was required to report with the SEC on domestic forms and comply with domestic company rules.

Consequently, the Company was required to prepare its financial statements using US GAAP effective beginning with the Company’s 2024 annual consolidated financial statements to which this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") relates and for all subsequent reporting periods.

The transition to US GAAP was made retrospectively.

The Company transitioned to US GAAP effective December 31, 2024 and has retroactively restated its comparatives.

The main transition adjustments recognized in the Company's financial statements as at December 31, 2024 were as follows:

• Capitalization reversal of $80.2 million related to underground development at the Granite Creek and Cove projects as US GAAP requires mineral reserves to be declared in order to begin the development stage.

• Reclamation liabilities and assets decreased by $17.0 million and $20.5 million, respectively due to the use of a credit adjusted risk free rate, a higher discount rate than what was used under IFRS partially offset by the inclusion of third-party costs under US GAAP.

• Certain embedded derivatives such as the equity portion of the convertible debenture conversion option were derecognized under US GAAP as they were determined to be indexed to the company's own stock.

The reclassification from equity to debt was $18.9 million.

As a result of the reclassification, the effective interest rate was reduced from 18.99% to 9.24%.

As at December 31, 2024 $5.4 million of accretion was recorded and the net change in equity was $13.9 million.

• For the Company's accounting of the 2023 acquisition of Paycore Minerals Inc ("Paycore").

an additional deferred tax liability of $13.9 million was recognized due to an IFRS exemption that is not available under US GAAP on acquisition date.

Table of C o ntents

Operational and Financial Overview

Operational and Financial Highlights

Three months ended

2 unchanged sentences

Revenue $000s 21,290 23,228 95,193 50,335

Net loss $000s (17,730) (36,053) (121,533) (89,654)

Gross profit (loss)

4,684 1,803 11,506 (15,723)

$000s (85,559) (17,730) (198,847) (121,533)

Loss per share

(0.10) (0.04) (0.30) (0.34)

Adjusted loss 1

$000s (37,779) (24,995) (122,920) (111,221)

Adjusted loss per share 1

$/share (0.05) (0.06) (0.18) (0.31)

Cash flow used in operating activities

1 unchanged sentence

Cash and cash equivalents $000s 63,240 19,001 63,240 19,001

Exploration feet drilled

13,193 8,087 36,514 32,376

Gold produced oz 5,674 6,359 31,930 26,264

Gold ounces sold 1

2 unchanged sentences

3,887 2,560 3,368 2,332

Fourth Quarter 2024

• Total revenue totaled $23.2 million for the quarter compared to $25.8 million in the comparative prior year period due to lower volumes sold partially offset by a higher average realized gold price.

• Gold sales 1 totaled 9,053 ounces at an average realized gold price 2 of $2,560 per ounce, resulting in revenue of $23.2 million, compared to gold sales 1 of 14,331 ounces at an average realized gold price 2 of $1,989 per ounce, resulting in revenue of $28.5 million in the fourth quarter of 2023.

• Loss per share of $0.04 per share for the quarter, a decrease from $0.12 loss per share in the prior year period.

• Cash used in operating activities was $9.2 million, an increase in cash used from the prior year period due to comparatively lower change in working capital.

• Cash balance of $19.0 million as at December 31, 2024, a increase of $2.8 million from the end of the third quarter due to proceeds from the at-the-market equity program partially offset by cash used in operations and exploration and development activities.

• Adopted a new development plan, following a leadership change, to permit, construct, and ramp up five gold projects over the balance of the decade aiming to create a mid-tier gold producer capable of producing approximately 400,000 to 500,000 ounces of gold annually, starting with the development of three underground mines while accelerating two large open pit oxide deposits.

• Commenced the process of updating the Preliminary Economic Assessments for five gold projects, which were completed as planned in the first quarter of 2025.

• Continued to advance gold projects which are currently at various stages of redevelopment, with a focus on the continued ramp up at the Granite Creek Underground Project, strengthening the balance sheet, and ongoing permitting at all five projects.

• Initiated a recapitalization plan to reschedule current debt obligations and provide the additional capital required to execute the new development plan.

Three months ended December 31, 2025

• Revenue was $21.3 million which represented 5,477 ounces 1 at an average realized gold price 2 of $3,887 per ounce compared to $23.2 million represented by 9,053 ounces 1 at an average realized gold price 2 of $2,560 per ounce in the prior year period.

The Company held a higher inventory balance at the end of the quarter due primarily to the timing of third-party processing.

The stockpile balance was over 6,500 recovered ounces of gold which is expected to be processed during the first quarter of 2026.

• Gross profit increased to $4.7 million from $1.8 million in the prior year period due to higher gold prices.

Granite Creek generated gross profit for the second half of 2025.

• Net loss increased to $85.6 million compared to $17.7 million in the prior year period due primarily to non-cash fair value revaluations on derivative financial instruments of $21.5 million driven by stronger metal prices and the Company's increased share price.

Additionally, a non-cash write-down of $26.2 million related to Lone Tree Plant assets that were identified as obsolete following the completion of the related engineering study.

Additionally, higher pre-development, evaluation and exploration expenses were incurred as the Company advances multiple projects within its development plan.

Upon declaration of mineral reserves, certain pre-development, evaluation and exploration expenditures currently expensed, will be capitalized.

• Loss per share of $0.10 increased from $0.04 loss per share in the prior year period primarily due to higher net loss, partially offset by an increase in the number of outstanding common shares following the equity raise in May 2025.

1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).

2 This is a Non-GAAP Measure;

please see “Non-GAAP Financial Performance Measures” section.

• Adjusted loss increased to $37.8 million compared to $25.0 million in the prior year period due to increased spending on pre-development, evaluation and exploration expenses.

• Cash used in operating activities of $34.3 million increased compared to $9.2 million in the prior year period as a result of increased pre-development, evaluation, and exploration expenses.

• Cash and cash equivalents were $63.2 million as at December 31, 2025, a decrease of $39.6 million compared to September 30, 2025, primarily due to cash used in pre-development, evaluation, and exploration expenses, capital expenditures on property, plant, and equipment primarily for the Lone Tree Plant study, the repayment of the Sprott Convertible Loan and a build up of finished good and stockpile at the end of the year.

• Completed approximately 13,000 meters of drilling.

Activities included drilling at Granite Creek underground to enhance mineral resource definition and support a planned feasibility study, infill drilling at Archimedes underground to enhance mineral resource definition ahead of mining and geotechnical drilling at Cove underground to support the planned feasibility study.

• Completed the Lone Tree Plant engineering study ("Study") which confirmed plant design, processing capacity and scope of work, resulting in a capital cost estimate of $412 million, inclusive of contingency, owner's cost and first fills, plus $18 million in capital spares for a total of $430 million.

Year ended December 31, 2025

• Revenue totaled $50.3 million compared to $54.9 million in the comparative prior year period due to lower volumes sold partially offset by higher average realized gold price.

• Gold sales 1 totaled 21,527 ounces for the year at an average realized gold price 2 of $2,332 per ounce, resulting in revenue of $50.2 million, compared to gold sales of 29,370 ounces at an average realized gold price 2 of $1,956 per ounce, resulting in revenue of $57.5 million in 2023.

• Cash used in operating was $82.5 million, an increase from the prior year primarily due to lower production from the Company’s projects, partially offset by higher average realized gold price.

• Loss per share of $0.34 per share was an increase from $0.33 loss per share in the comparative prior year.

• Year-end cash balance of $19.0 million, an increase of $2.7 million during the year due to cash provided by financing activities, partially offset by cash used in operations and exploration and pre-development expenditures.

• Approximately 110,000 feet of core and reverse circulation drilling completed with multiple positive results to expand mineralization further at the Granite Creek Underground Project, the Archimedes Underground Project within the Ruby Hill property, and the Cove Project.

• Published its second annual sustainability report which is accessible on the Company’s website.

• Revenue increased to $95.2 million from $50.3 million in the prior year which represented 28,196 ounces 1 at an average realized gold price 2 of $3,368 per ounce, compared to gold sales of 21,527 ounces 1 at an average realized gold price 2 of $2,332 per ounce in the prior year as mining activity at Granite Creek increased.

• Achieved 2025 guidance with 31,930 ounces of consolidated gold output, an increase from the prior year as mining activities continued to ramp up at Granite Creek underground.

• Gross profit improved to $11.5 million from a gross loss of $15.7 million in the prior year due to increased revenue.

Granite Creek generated gross profit for the second half of 2025.

• Net loss of $198.8 million compared to $121.5 million in the prior year was higher due to other expenses from non-cash fair value revaluation losses, a non-cash write-down, and higher pre-development, evaluation and exploration expenses as the Company advances multiple projects with in the development plan partially offset by higher gross profit.

• Adjusted loss increased to $122.9 million from $111.2 million in the prior year due to increased spending on pre-development, evaluation and exploration expense as the Company advanced multiple projects within its development plan, partially offset by higher gross profit.

• Loss per share of $0.30 decreased from loss per share of $0.34 in the comparative prior year due to an increase in outstanding common shares following the equity raise in May 2025, partially offset by higher net loss.

• Cash used in operating activities was $83.6 million and was comparable to $82.5 million in the prior year.

• Cash balance of $63.2 million as at December 31, 2025, increased by $44.2 million during the year, due to proceeds from the brokered and private placements and higher gross profit, partially offset by a principal repayment on the Gold Prepay and Silver Purchase Agreement along with the Sprott Convertible Loan.

• Completed approximately 37,000 meters of drilling across the portfolio, including mineral resource definition drilling at Granite Creek underground project to support a feasibility study, technical drilling at Mineral Point open pit, infill drilling at Archimedes underground to enhance resource definition ahead of mining, and resource definition and geotechnical drilling at Cove underground to support a planned feasibility study.

• Total Recordable Injury Frequency Rate improved to 0.62 compared to 1.27 in the prior year.

• Strengthened technical leadership with the appointment of a new Chief Operating Officer and added depth across core management roles in operations, technical services and permitting.

• Received all required permits and commenced construction for the upper level of the Archimedes underground project – the Company's second underground mine – marking a key milestone in Phase one of its development plan.

• Commenced early work activities for the Lone Tree Plant refurbishment under a limited notice-to-proceed, followed by the completion of the Study of the refurbishment design and the capital costs.

• Stabilized groundwater inflow at Granite Creek underground - the Company's first brownfield project to be redeveloped - through enhanced dewatering infrastructure and a predictive ground water model improving development and mining rates.

1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).

2 This is a Non-GAAP Measure;

please see “Non-GAAP Measures” section.

Table of C o ntents

please see “Non-GAAP Financial Performance Measures” section.

Strategy Overview

On November 12, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested of the newly appointed CEO in September of 2024.

The new development plan includes the development of three underground mines, but also includes accelerating, permitting, and the development of two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area.

The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term.

The Company also confirmed the initialization of a recapitalization plan of its balance sheet to support the new development plan.

The Lone Tree Autoclave remains the centralized refractory mineral processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study in the third quarter of 2025.

Further, Management reported that a base metal focused joint venture on the Ruby Hill property does not fit the new development plan.

Given the Company’s balance sheet constraints and additional capital required for the new development plan, all higher risk projects with low certainty of economic viability have been terminated of deferred.

The Company will consider focusing on such projects when the balance sheet is in a stronger position and the Board approves allocating risk capital to these types of projects.

The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be worked through.

It is expected that the project will likely remain deferred for another decade.

i-80 Gold is executing a multi-asset development plan aimed at creating a mid-tier gold producer in Nevada.

The near-term focus is on developing the Company’s two high-grade underground mines and the refurbishment and commissioning of the Lone Tree Plant, which will serve as a central processing hub for underground refractory material from all three underground projects.

Development of the Company’s third underground mine as well as its two large, open pit oxide projects are expected to follow to support a long-term target of more than 600,000 1 ounces of annual gold output.

All of the Company's properties are currently considered to be in the exploration stage as mineral reserves have yet to be defined.

In support of the three-phase development plan, the Company released Preliminary Economic Assessment prepared in accordance with NI 43-101 and the corresponding Initial Assessment prepared under S-K 1300 each published in the first quarter of 2025 and Initial Assessments ("PEA") in the first quarter of 2025 for all five core gold projects.

These PEAs outlined a clear and achievable path to production and cash flow growth.

Permitting, technical studies, development work and ramp up are actively being advanced across portfolio of core projects, as well as the Lone Tree Plant, in support of upcoming feasibility studies.

Phase one of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine.

A key milestone in this phase is the refurbishment and commissioning of the Lone Tree Plant to unlock the full value of the Company’s underground mines.

Once commissioned, the Lone Tree Plant will enable processing of underground mineralized material to shift from third-party toll-milling to owner-operated processing in 2028.

Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase one beginning in 2028 1 .

Phase two of the development plan focuses on bringing two additional projects into operation:

Cove, the third planned underground mine, and Granite Creek open pit.

Mineralized material from Cove is expected to be processed at the Lone Tree Plant beginning in 2029.

With four producing assets, average annual gold output is expected to increase to a range of between 300,000 to 400,000 ounces of gold in 203 0 1 , representing a significant step in i-80 Gold’s transition to a mid-tier producer.

Phase three is anchored by the Mineral Point open pit project, which is expected to become the Company’s largest producing asset and projected to help the Company achieve its target of an average annual gold output beyond 600,000 ounces in the early 2030s 1 .

The recent financing package provides flexibility to accelerate the feasibility study and permitting work for the Mineral Point open pit project.

With several feasibility studies currently in progress, we continue to identify opportunities to optimize the development schedule for Phases two and three.

Recapitalization Plan

On November 12, 2024 the Company announced a two-step recapitalization process based on demonstrating a viable path to generating free cash flow, and rescheduling and/or refinancing the Company’s existing debt obligations.

Phase one of this plan included finding a solution for short-term commitments including deferral of the gold and silver deliveries which were scheduled for December 31, 2024 and early January 2025, respectively.

Phase two of the recapitalization plan involves working with the Company’s current partners as well as seeking new capital providers to restructure its existing debt and provide sufficient capital to execute on the Company’s new development plan with repayment terms that align with the Company’s ability to service that debt.

On December 31, 2024 the Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 as part of an amendment of those agreements with Orion.

As part of the agreements with Orion, gold and silver deliveries including 3,210 ounces of gold and 400,000 ounces of silver, scheduled for delivery on December 31, 2024, and January 15, 2025, respectively were deferred to March 31, 2025, subject to i-80 Gold’s compliance with the Waiver Agreements (as defined below), and the other conditions described below.

Additionally, Orion agreed to extend the expiry date of its convertible credit agreement dated December 13, 2021 to June 30, 2026, which was reflected in an amended and restated convertible credit agreement with Orion on January 15, 2025 (the "Orion Convertible Loan").

In connection with the gold and silver delivery deferrals and the extension to the Orion Convertible Loan (collectively, the “Waiver Agreements”), i-80 Gold agreed to issue to Orion five million common share purchase warrants with an exercise price of C$1.01 per share, subject to customer anti-dilutive adjustments (the “2025 Orion Warrants”).

The 2025 Orion Warrants have a four-year term.

In addition, i-80 Gold and Orion agreed to enter into an offtake agreement dated February 7, 2025 (the “Orion Offtake Agreement”) based on similar terms to the existing amended and restated offtake agreement with Deterra Royalties Limited (acquirer of Trident Royalties PLC) which expires at the end of December 2028 (the "Deterra Offtake").

The Orion Offtake Agreement will become effective on December 28, 2028 and shall expire on December 31, 2034.

The Waiver Agreements are subject to ongoing conditions, including a requirement to satisfy minimum cash requirements, as amended by these Waiver Agreements, through March 31, 2025.

Management has been engaged in discussions with existing and potential new partners, and aims to complete second phase of its refinancing plan by June 30, 2026, the date of maturity of the Orion Convertible Loan.

New Development Plan & Update on Joint Venture for the Ruby Hill Project

On November 12, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested of the newly appointed CEO in September of 2024.

The new development plan includes the development of three underground mines, but also includes accelerating permitting and development of the two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area.

The Company also confirmed the initialization of a recapitalization plan of its balance sheet to support the new development plan.

Further, Management reported that a base metal focused joint venture at the Ruby Hill project does not fit the new development plan.

Given the Company’s balance sheet constraints and additional capital required for the new development plan all higher risk projects with low certainty of economic viability were deferred until the balance sheet is in a stronger position and the Board of Director approves allocating risk capital to these projects.

Table of C o ntents

The Company expects to produce between 30,000 to 40,000 ounces 1 of gold in 2025.

Extraction from Granite Creek underground is expected to range between 20,000 to 30,000 ounces 1 of gold, and the Company’s two residual heap leach operations are expected to contribute approximately 10,000 ounces of gold in 2025.

Initial Assessments covering the Company’s five gold projects were filed in March 2025, and outline three areas of growth expenditure over the next three years to support the advancement of the Company’s development plan.

These growth expenditures which are discretionary and subject to available resources, ranked from highest priority are:

(i) advancing permitting activities, (ii) feasibility studies, and (iii) development work at Archimedes underground.

For 2025, the growth expenditures are expected to total between $40 million to $50 million.

Management is advancing its recapitalization plan to support the Company’s development plan on several fronts, and is in active discussions with several parties regarding a number of financing options including a senior lending facility, royalty sales, non-core asset sales (such as its FAD property), a working capital facility, as well as terming out the 2025 quarterly gold prepays.

Further to the recapitalization plan, the Company restructured its March 31, 2025, gold prepay and silver deliveries and entered into a working capital facility, as described herein.

In 2025, the Company initiated a comprehensive recapitalization plan to strengthen its balance sheet and secure funding to execute on its three-phased development plan spanning six assets.

During the year, the Company executed several financial initiatives in support of its recapitalization efforts.

During the first quarter, the Company entered into agreements to defer the December 2024 Orion Gold Prepay Agreement and January 2025 Silver Purchase Agreement deliveries, which were settled on April 2, 2025, by entering into a New Gold Prepay and Silver Purchase Agreement with National Bank with deliveries of 6,864 ounces of gold and 345,549 ounces of silver due by September 30, 2025.

The arrangement with National Bank was settled in May 2025 for $32.3 million with proceeds from the equity raise in the second quarter.

During the second quarter, the Company closed a bought deal public offering of 345.8 million units at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million.

In addition to the offering, the Company closed a concurrent private placement of 25.2 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million and net proceeds of $12.5 million.

Each unit was comprised of one common share and one-half of one common share purchase warrant.

Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027.

If fully exercised, the warrants could provide the Company with up to approximately $130 million in additional proceeds.

Subsequent to year-end, the Company announced on February 12, 2026 that it secured commitments for a financing package (the “Financing Package”) of up to $500 million, comprised of a royalty sale for $250 million and a gold pre-payment facility for up to $250 million.

The Financing Package marked a significant milestone in achieving the Company’s recapitalization plans.

The proceeds of the Financing Package will be used to advance the Company’s five gold projects through various stages of development, refurbish the Lone Tree Plant, and fund resource expansion and infill drilling, as well as for working capital purposes.

1 Consolidated gold output estimates and average annual gold output targets are based on the most recent LOM output schedules disclosed in the latest technical studies filed for each respective project and related property:

Granite Creek underground project, Archimedes underground project, Cove underground project, Granite Creek open pit project, and Mineral Point open pit project.

These anticipated output figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and are not mineral reserves.

In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources.

Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves.

As such, there is no certainty that the output targets will be realized.

The anticipated output targets are also pending the refurbishment and commissioning of the Lone Tree Plant.

The output targets presented herein are Company goals and not a projection of results and should not be taken as output guidance.

All of the Company’s projects are considered exploration stage projects under S-K 1300 because the Company has not determined mineral reserves at any of its properties pursuant to S-K 1300.

With respect to Granite Creek underground and Archimedes underground, located on the Ruby Hill property, the Company has started extraction activities without determining mineral reserves.

The following technical reports for each project and related property have been prepared in accordance with NI 43-101:

Preliminary Economic Assessment Technical Report for the Cove Project, Lander County, Nevada (March 31, 2025);

Preliminary Economic Assessment Technical Report for the Granite Creek Mine Project, Humboldt County, Nevada, USA (March 31, 2025);

and Preliminary Economic Assessment NI 43-101 Technical Report for the Ruby Hill Project, Eureka Country, Nevada, USA (March 31, 2025).

Corresponding technical reports prepared in accordance with S-K 1300 are as follows:

Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada (March 26, 2025);

Initial Assessment of the Granite Creek Mine, Humboldt County, NV (March 26, 2025);

and Initial Assessment of the Ruby Hill Project, Eureka County NV (March 29, 2025).

The proceeds of the Financing Package, combined with the previously disclosed equity offerings above, completed by the Company in the second quarter of 2025 (the “Equity Offerings”), represent over $800 1 million in funding to support i-80 Gold’s objective of creating a mid-tier gold producer in Nevada.

The final steps to complete the recapitalization plan targeting an overall amount of $900 million to $1 billion, include the Company’s plan to The Company has issued a notice of redemption of its existing convertible debentures as part of the recapitalization plan to provide the required security under the Financing Package.

The Company is also contemplating the potential sale of a non-core asset and the issuance of debt or equity, or a combination thereof, to complete the recapitalization plan.

This is expected to fully fund Phase one and Phase two of the development plan (2,3) , which is expected to increase annual production to approximately 300,000 – 400,000 ounces of gold 1 from less than 50,000 ounces currently, driven by the Company’s three underground mines and one oxide open pit operation.

The Company achieved its 2025 guidance of 30,000 to 40,000 ounces, reporting 31,930 ounces of gold output, despite gold production being impacted by the timing of third-party processing.

Granite Creek underground contributed 22,977 ounces within its expected range of between 20,000 to 30,000 ounces 1 .

The Company’s two residual heap leach operations contributed 8,953 ounces of gold compared to the approximately 10,000 ounces expected in 2025.

Had timing of processing by the Company’s third-party processor been in line with plan, production for the year would have been at the higher end of the guidance range, given as at the end of December 2025, over 6,500 recovered ounces of gold were stockpiled at the third-party processing facility.

In 2025, the Company met its expected growth expenditures of between $40 million to $50 million that is primarily recognized in pre-development, evaluation and exploration expenditures.

1 The proceeds of the financing package of up to $500 million announced by press release on February 12, 2026 (the “Financing Package”) will be used to retire all of the Company’s existing debt obligations, including approximately $95 million to settle the Gold Prepay Agreement and the Convertible Loan with Orion Resource Partners (across various funds) with the exception of a Silver Purchase and Sale Agreement held by Orion Mine Finance Fund III (HG) Ltd.

Additionally, Convertible Debentures amounting to approximately $86 million will be retired from the proceeds of the Financing Package.

Convertible Debenture holders have the right to elect to convert accrued interest into i-80 Gold common shares.

2 Consolidated gold output estimates and average annual gold output targets are based on the most recent LOM output schedules disclosed in the latest technical studies filed for each respective project and related property: