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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-04-01 · 464 added, 598 removed, 701 unchanged (60% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements:

Reports of Independent Registered Public Accounting Firm - Grant Thornton LLP (PCAOB ID Number 248 )

C onsolidated Balance Sheets

Consolidated Stat ements of Operations and Comprehensive Loss

C on solidated Statements of Cash Flows

C onsolidated Stateme n t s of C h anges in Equity

N otes to C onsolidated Financial Statements

Table of C o ntents

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Equity

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of i-80 Gold Corp (a British Columbia, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of i-80 Gold Corp.

(a British Columbia, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

22 unchanged sentences

Salt Lake City, Utah

March 31, 2025

Table of C o ntents

February 19, 2026

I-80 GOLD CORP.

CONSOLIDATED BALANCE SHEETS

35 unchanged sentences

See accompanying notes to t he Consolidated Financial Stat ements

Table of C o ntents

I-80 GOLD CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

4 unchanged sentences

Depletion, depreciation and amortization 5 ( 1,726 ) ( 1,489 )

Gross loss ( 15,723 ) ( 5,144 )

Exploration, evaluation and pre-development 14 38,430 61,091

Gross profit (loss) 11,506 ( 15,723 )

Pre-development, evaluation and exploration 66,071 38,430

General and administrative 9 29,370 20,773

Property maintenance 14,198 14,161

Write-down of property, plant and equipment 5 26,246 —

Loss from operations ( 124,379 ) ( 89,087 )

3 unchanged sentences

Loss before income taxes ( 202,136 ) ( 120,035 )

Current tax expense 18 — ( 228 )

Deferred tax (expense) recovery 18 ( 1,498 ) 3,442

Deferred tax recovery (expense) 16 3,289 ( 1,498 )

Net loss and comprehensive loss $ ( 198,847 ) $ ( 121,533 )

3 unchanged sentences

See accompanying notes to the Consolidated Financial Statements

Table of C o ntents

CONSOLIDATED STATEMENTS OF CASH FLOW

I-80 GOLD CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in thousands of United States Dollars)

3 unchanged sentences

Depletion, depreciation and amortization 5 3,249 3,200

Accretion expense 8 3,071 2,766

Reclamation accretion expense

Share-based payments 9,132 570

Non-cash items included in other income

Write-down of property, plant and equipment 5 26,246 —

Non-cash items included in other expense

11 51,775 953

Loss on foreign exchange 34 29

(Gain) loss on foreign exchange ( 140 ) 34

Interest expense

29,595 32,496

Deferred tax recovery 1,498 ( 3,442 )

Deferred tax (recovery) expense

( 3,289 ) 1,498

Reclamation expenditures ( 217 ) ( 455 )

5 unchanged sentences

Disposal proceeds — 425

Purchase of investments — ( 894 )

Net cash acquired in acquisition of Paycore Minerals Inc.

Cash used in investing activities $ ( 9,623 ) $ ( 1,593 )

FINANCING ACTIVITIES

Proceeds from shares issued in brokered placement 11 83,500 —

Proceeds from shares issued in equity financing 11 17,436 27,693

Proceeds from shares issued in ATM Program 11 22,559 —

Net proceeds from Gold Prepay 8 — 18,932

Principal repayment on Gold Prepay 8 ( 23,818 ) ( 16,475 )

Net proceeds from shares issued in equity offerings

9 193,988 117,781

Principal repayment on Gold Prepay Agreement 6 ( 46,145 ) ( 23,818 )

Principal repayment on Silver Purchase Agreement 6 ( 11,028 ) ( 8,387 )

Share issue costs ( 5,714 ) ( 1,768 )

Stock option and warrant exercises 11 983 1,949

Proceeds from New Gold Prepay and Silver Purchase Agreement

Repayment on New Gold Prepay and Silver Purchase Agreement

6 ( 31,045 ) —

Principal repayment on Convertible Loan 6 ( 4,200 ) —

Warrant and stock option exercises

Finance fees paid ( 2,053 ) ( 2,227 )

Net proceeds on Convertible Debentures 8 — 61,906

Contingent payments — ( 1,436 )

11 unchanged sentences

See accompanying notes to the Consolidated Financial Statements

Table of C o ntents

I-80 GOLD CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Stated in thousands of United States Dollars, except for share data)

Share Capital

Issued and outstanding Note Number of

shares Common shares Additional paid-in capital Accumulated deficit Total equity

Share Capital Additional Paid-In Capital Accumulated Deficit

Note Shares Amount Total Equity

Balance as at December 31, 2023 298,502,334 $ 489,270 $ 19,311 $ ( 163,285 ) $ 345,296

Shares and options issued on acquisition of Paycore Minerals Inc.

3 30,505,575 78,787 2,515 — 81,302

Issued from financing activities 9 107,298,436 111,389 — — 111,389

Issuance of common shares related to contingent payments 9 2,727,336 3,564 — — 3,564

Issued on exercise of warrants and stock options 10 876,798 2,423 ( 353 ) — 2,070

Share-based compensation 9 1,258,850 2,282 ( 334 ) — 1,948

Share issue costs — ( 1,768 ) — — ( 1,768 )

Net loss — — — ( 121,533 ) ( 121,533 )

1 unchanged sentence

Issued from financing activities 9 404,551,855 182,884 10,517 — 193,401

Issuance of common shares related to contingent payments 10 2,727,336 3,564 — — 3,564

Issued on exercise of stock options and settlement of deferred share units 10 1,258,850 2,282 ( 1,181 ) — 1,101

Issued on exercise of warrants 9 11,518,500 8,716 ( 653 ) — 8,063

Share-based compensation 9 1,372,881 1,750 1,742 — 3,492

Share issue costs — ( 5,713 ) — — ( 5,713 )

Net loss — — — ( 198,847 ) ( 198,847 )

Balance as at December 31, 2025 827,230,192 $ 799,855 $ 30,583 $ ( 483,665 ) $ 346,773

See accompanying notes to the Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

NATURE OF OPERATIONS

i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver.

The Company's principal assets include the Granite Creek property, Ruby Hill property, Cove property, and the Lone Tree property which includes the autoclave facilities.

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

The Company's principal assets include the Granite Creek property, Ruby Hill property, Cove property, and the Lone Tree property which hosts a carbon-in-leach and an autoclave processing plant expected to be refurbished.

Each property is wholly-owned by the Company.

The Company was incorporated on November 10, 2020, in 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 New York Stock Exchange ("NYSE American") under the symbol IAUX.

Its head office is located in Reno, Nevada.

The executive office is located in Toronto, Ontario.

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

The Company's head office is located in Reno, Nevada, United States and its principal executive office is located in Toronto, Ontario, Canada.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of mineralized material.

The carrying value of the Company's property, plant and equipment, inventories, and certain derivative assets are particularly sensitive to the outlook for commodity prices.

The carrying value of the Company's property, plant and equipment, inventories, and certain derivatives are particularly sensitive to the outlook for commodity prices.

A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.

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Such adjustments could be material.

(b) Basis of preparation

(b) Use of estimates

The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, as permitted by securities regulators in Canada, as well as in the United States under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission ("SEC").

Beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules in the United States.

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

New accounting standards implemented subsequent to January 1, 2024 were adopted on their required adoption date.

The preparation of the Company's Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period.

The more significant areas requiring the use of management estimates and assumptions relate acquisitions, valuation of financial instruments and derivatives, reclamation liabilities, valuation of inventories,impairment of long-lived assets, income taxes.

The more significant areas requiring the use of management estimates and assumptions relate valuation of financial instruments and derivatives, reclamation liabilities, valuation of inventories, impairment of long-lived assets, and income taxes.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

Accordingly, actual results will differ from the amounts estimated in these Financial Statements.

(d) Principles of consolidation

The Financial Statements include the accounts of the Company and its wholly owned subsidiaries, the most significant of which are Premier Gold Mines USA Inc., Osgood Mining Company LLC ("Granite Creek"), Ruby Hill Mining LLC ("Ruby Hill"), Goldcorp Dee LLC ("Lone Tree"), Au-Reka Gold LLC ("Cove"), and Golden Hill Mining LLC ("FAD").

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(Stated in thousands of United States Dollars, except per share amounts)

(e) Functional and presentation currency

(d) Functional and presentation currency

The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity.

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

(f) Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on hand and held at banks and short-term investments with an original maturity of three months or less, which are readily convertible into a known amount of cash.

(e) Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less, which are readily convertible into a known amount of cash.

The Company's deposits are held in high grade credit institutions.

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Restricted cash is held primarily for the purpose of settling asset retirement obligations.

(g) Inventory

(f) Inventory

Mineralized material in stockpiles and on leach pad inventory is accumulated in stockpiles that are subsequently processed into gold and silver in a saleable form.

The recovery of gold from certain oxide mineralized material is achieved through the heap leaching process.

The recovery of gold from certain sulphide mineralized material is achieved through third-party refining processes.

Work-in-process inventory represents mineralized material in the processing circuit that has not completed the production process and is not yet in a saleable form.

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NRV is determined with reference to relevant market prices less applicable variable selling expenses.

(h) Property, plant and equipme nt, net

(g) Property, plant and equipme nt, net

Property, plant and equipment are recorded at cost less accumulated depreciation, depletion and impairment charges.

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If it is determined that the carrying value of an asset exceeds its unexpected undiscounted cash flows, fair value will be calculated based on the discounted cash flows and the asset will be written down to the extent that the carrying value exceeds the fair value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Pre-development and exploration properties

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Pre-development and exploration properties may include mineral reserves, mineral resources and exploration potential.

Exploration, evaluation and pre-development expenditures consist of:

• gathering exploration data through topographical and geotechnical studies;

Pre-development, evaluation and exploration expenditures consist of gathering exploration data through topographical and geotechnical studies;

exploratory drilling, trenching and sampling;

1 unchanged sentence

test work on geology, metallurgy, mining, geotechnical and environmental;

• conducting engineering, marketing and financial studies.

and conducting engineering, marketing and financial studies.

Pre-development expenditures can include infrastructure costs to gain access to mineralized material at the Company's properties.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Costs incurred in this stage are generally expensed as they are part of the discovery process and do not yet provide future economic benefits unless they meet specific criteria for capitalization.

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In this phase, the company undertakes activities such as establishing access to the mineral reserve and preparing for commercial production.

Expenditures related to shaft sinking, underground drift construction, permanent excavations, infrastructure development, and pre-production overburden and waste rock removal are capitalized.

Expenditures related to main ramp and underground drift construction, permanent excavations, infrastructure development, and pre-production overburden and waste rock removal are capitalized.

These capitalized costs, recognized as assets, are amortized using the units-of-production method as resources are extracted.

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Equipment 2 - 10 years

(i) Reclamation liabilities

(h) Reclamation liabilities

Reclamation costs are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs.

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Operating lease right-of-use assets are included in other assets and lease obligations are included in other liabilities on the Consolidated Balance Sheets.

Finance lease right-of-use assets are included in properties, plant and equipment and finance lease obligations are included in debt on the Consolidated Balance Sheets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Finance lease right-of-use assets are included in property, plant and equipment and finance lease obligations are included in debt on the Consolidated Balance Sheets.

Operating and finance lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term using an incremental borrowing rate.

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The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k) Share-based compensation

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values or where fair value of the goods and services received is indeterminable, estimated using an option pricing model.

The Company estimates forfeitures of share-based awards based on historical data and periodically adjusts the forfeiture rate.

The adjustment of the forfeiture rate is recorded as a cumulative adjustment in the period the forfeiture estimate is changed.

Compensation costs related to share-based compensation are included in general and administrative expenses within the Consolidated Statements of Operations.

Share Option Plan

Stock options are equity-settled share-based compensation awards.

The fair value of stock options at the grant date is estimated using the Black-Scholes option pricing model.

Compensation expense is recognized over the vesting period based on the number of units estimated to vest.

Vesting periods may range from immediate to five years .

Restricted Share Unit Plan

Restricted share units ("RSU") are granted to eligible employees.

The RSUs are settled in cash or equity at the option of the Company.

The RSUs vest no later than December 31, of the third calendar year following the service year determined based on date of grant.

The Company's RSU's are recorded in liabilities as the Company has historically settled these in cash.

Deferred Share Unit Plan

Deferred share units ("DSU") are granted to eligible members of the Board of Directors.

The DSUs are settled in cash or equity at the option of the Company.

The DSUs vest subject to a DSU award letter but no later than December 31, of the third calendar year following the service year determined based on date of grant.

The DSUs granted are accounted for under the liability method where the DSU grant letter specifies settlement in cash, and the equity method where the DSU grant letter specifies settlement in shares.

DSUs must be retained until the Director leaves the Board, at which time the awards will be equity or cash settled.

(l) Business combinations

For business combinations that are determined to be a combination of businesses not under common control, the consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of the assets transferred, the liabilities assumed and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.

Acquisition costs are expensed as incurred.

The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognized in the acquiree's financial statements prior to the acquisition.

Assets acquired and liabilities assumed are generally measured at their acquisition date fair values.

Goodwill is stated after separate recognition of identifiable intangible assets.

It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognized amount of any non-controlling interest in the acquiree and c) acquisition date fair value of any existing equity interest in the acquiree, over the acquisition date fair values of identifiable net assets.

If the fair values of identifiable net assets exceed the sum calculated above, the excess amount is recognized immediately as income in the Consolidated Statements of Operations.

The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination.

When an acquisition does not meet the definition of a business combination because either:

(i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition.

In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Gold and Silver

The Company generates revenue by selling gold and silver produced from its mining operations under the gold offtake agreement and from gold and silver sold in the London spot market.

Revenue from gold and silver is recognized when control of the gold or silver has transferred to the customer and the Company has satisfied its performance obligation, which generally occurs upon the transfer of gold or silver credits to the customer’s metal account.

Upon transfer of the gold or silver to the customer’s metal account, the customer has legal title to, physical possession of, and has assumed the risks and rewards of ownership of the gold or silver;

therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the gold or silver.

(j) Share-based compensation

Share-based awards are classified as either equity or liability instruments based on their terms and on the Company’s past practice and intent regarding settlement in cash or shares.

Equity classified awards are measured at grant date fair value and are not subsequently remeasured.

Liability classified awards are measured at fair value on the grant date and remeasured at the end of each reporting period until settlement.

The grant date fair value of stock options is estimated using the Black-Scholes option pricing model.

The grant date fair value of Performance Share Units ("PSU) is determined using the Monte Carlo simulation model.

The grant date fair value of Deferred Share Units ("DSU") is based on the quoted market price of the Company’s common shares on the date of grant.

Restricted Share Units ("RSU") that the Company intends to settle in cash are classified as liability awards and measured at the quoted market price of the Company’s common shares.

RSUs are remeasured at the end of each reporting period and at settlement, with changes in fair value recorded in general and administrative expense within the Consolidated Statements of Operations.

Compensation expense for share-based awards is recognized over the requisite service period of each award.

For awards with cliff vesting, the company recognizes the expense using straight line attribution over the single vesting period.

For awards with graded vesting, each tranche is treated as a separate award and the Company recognizes the expense using accelerated attribution.

The Company estimates forfeitures based on historical data and periodically adjusts the forfeiture rate.

The adjustment of the forfeiture rate is recorded as a cumulative adjustment in the period the forfeiture estimate is changed.

The Company generates revenue by selling gold produced from its mining operations under the gold offtake agreement and from gold sold in the London spot market.

Revenue from gold is recognized when control of the gold has transferred to the customer and the Company has satisfied its performance obligation, which generally occurs upon the transfer of gold credits to the customer’s metal account.

Upon transfer of the gold to the customer’s metal account, the customer has legal title to, physical possession of, and has assumed the risks and rewards of ownership of the gold;

therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the gold.

The Company considers the terms of the contract in determining the transaction price.

The transaction price is based upon the amount the Company expects to be entitled to in exchange for the transferring of the gold or silver.

The transaction price is based upon the amount the Company expects to be entitled to in exchange for the transferring of the gold.

The transaction price is either fixed on the settlement date or at spot prices based upon the terms of the contract.

Mineralized Material Sales

The Company generates revenue by selling mineralized material mined from certain of its mines under sale contracts with third parties.

The Company recognizes revenue from mineralized material sales when control of the mineralized material has transferred to the customer and the Company has satisfied its performance obligation, which is generally at the point in time that the mineralized material is delivered to the customer.

Upon delivery, the customer has legal title to, physical possession of, and has assumed the risks and rewards of ownership of the mineralized material;

therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the mineralized material.

The Company considers the terms of the contract in determining the transaction price.

The transaction price is based upon the amount the Company expects to be entitled to in exchange for the transferring of the mineralized material.

The Company generally sells mineralized material based on the monthly average market price for month in which delivery to the customer takes place or at spot prices based upon the terms of the contract.

Under certain contracts with customers, transfer of control may occur when the promised asset is in transit to the refinery, processing facility or the customer.

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In contracts where the Company has determined it is acting as agent in providing processing or refining services, the Company records revenue net of processing and refining charges.

Mineralized material sales

The Company generates revenue by selling mineralized material mined from certain of its mines under sale contracts with third parties.

Upon delivery, the customer has legal title to, physical possession of, and has assumed the risks and rewards of ownership of the mineralized material;

therefore, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of ownership of the mineralized material.

The Company considers the terms of the contract in determining the transaction price.

The transaction price is based upon the amount the Company expects to be entitled to in exchange for the transferring of the mineralized material.

Trade receivables and other receivable balances are recognized net of an allowance for credit losses.

The allowance represents the portion of the amortized cost basis that the Company does not except to collect due to credit over the contractual life of the receivables, taking into consideration past events, current conditions and reasonable and supportable forecasts of future economic conditions.

The allowance represents the portion of the amortized cost basis that the Company does not expect to collect due to credit over the contractual life of the receivables, taking into consideration past events, current conditions and reasonable and supportable forecasts of future economic conditions.

The receivable balance as of December 31, 2023 was $ 4.3 million.

As of December 31, 2025 and 2024, the amount of credit loss recognized is not significant.

(n) Income taxes

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(l) Income taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity.

6 unchanged sentences

Deferred tax liabilities are always provided for in full.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized.

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Gain or loss on extinguishment of debt is recorded as a component of other income or other expense, net upon the extinguishment of a debt instrument and is calculated as the difference between the re-acquisition price and net carrying amount of the debt, which includes unamortized debt issuance costs.

(p) Derivative Financial instruments

(n) Derivative financial instruments

The Company recognizes derivative financial instruments that are not designated as hedging instruments on the balance sheet as either an asset or a liability and are measured at fair value.

3 unchanged sentences

The derivatives entered into by the Company are primarily embedded derivatives.

(q) Income (loss) per share

(o) Income (loss) per share

The Company presents basic income (loss) per share for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period.

1 unchanged sentence

The if-converted method is applied for convertible debt.

(r) Segment reporting

(p) Segment reporting

An operating segment is a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (ii) whose operating results are regularly reviewed by the entity's management, and (iii) for which discrete financial information is available.

(s) Recently Adopted Accounting Standards

In November 2023, ASU 2023-07 was issued which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

The ASU applies to all public entities that are required to report segment information in accordance with ASC 280 and is effective starting in annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The Company has adopted the new standard effective December 31, 2024 retrospectively for all periods presented .

See Note 17 Segment Reporting for all periods presented with the new required disclosures.

The new standard did not materially impact our Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(t) Recent Issued Accounting Pronouncements

(q) Recently adopted accounting pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 720):

Improvements to Income Tax Disclosures." ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

The standard is effective beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of the guidance on the financial statements.

The standard has been adopted by the Company in these Financial Statements.

(r) Recently issued accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

3 unchanged sentences

The Company is currently evaluating the impact of adopting the ASU on financial statements and related disclosures.

CORPORATE TRANSACTIONS

Acquisition of Paycore

On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc.

Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada.

The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.

The Company acquired 100 % of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”).

All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.

The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property.

The components of consideration that were paid is detailed in the table below:

Components of consideration paid:

Share consideration (i) $ 66,037

Common shares issued in relation to contingent value rights (ii) 12,750

Replacement warrants (iii) 2,675

Replacement options (iii) 2,515

Previously held interest (iv) 4,116

Transaction costs 323

(i) The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$ 3.46 per share on the acquisition date.

(ii) Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $ 12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023.

The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$ 3.46 per share on the acquisition date.

(iii) The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:

Stock Options Warrants

Risk-free rate 3.55 % to 3.91 %

3.66 % to 4.52 %

Expected life 18 to 29 months

12 to 24 months

Expected volatility 52 % to 56 %

Share price C$ 3.46 C$ 3.46

(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares.

The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$ 3.46 per share on the acquisition date with the change in fair value recognized t hrough the consolidated statement of operations as further described in Note 15 of these Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Net assets acquired:

Cash $ 10,027

Other assets 206

Mineral properties 92,081

Accounts payable ( 35 )

Deferred tax liability

Fair value of net assets acquired $ 88,416

Ruby Hill Property

During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property.

In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60 -day period, in order to complete metallurgical due diligence and negotiate definitive documents.

During the exclusivity period, the Company completed a drill campaign, funded by the potential partner.

During the first quarter of 2024, the Company received funding of $ 2.1 million from the potential partner for costs incurred in relation to the potential joint venture.

The Company has elected to no longer proceed with joint venture discussions.

December 31, 2025 December 31, 2024

4 unchanged sentences

Total inventory $ 29,254 $ 15,331

The amount of inventory recognized as an expense in cost of sales for the year ended December 31, 2024, was $ 64.6 million (2023 - $ 52.9 million).

During the year ended December 31, 2024, the Company recognized, within cost of sales, inventory NRV adjustment of $ 13.1 million, relating primarily to Granite Creek stockpile and material on leach pads (2023 - $ 9.9 million, relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek).

The amount of inventory recognized in cost of sales for the year ended December 31, 2025, was $ 82.0 million (2024 - $ 64.6 million).

During the year ended December 31, 2025, the Company recognized, within cost of sales, inventory write-downs of $ 4.0 million (2024 - $ 13.1 million), related primarily to Granite Creek mineralized material stockpile.

RESTRICTED CASH

The Company has restricted cash relating to the reclamation for its Lone Tree and Ruby Hill properties.

The Company has restricted cash relating to the reclamation for its Lone Tree, Ruby Hill and Granite Creek properties.

The restricted cash is held in interest bearing accounts.

During the first quarter of 2024, $ 6.0 million in cash collateral was returned to the Company.

3 unchanged sentences

$ 363,394 $ 363,228

Buildings, plant and equipment (ii)

Buildings, plant and equipment (ii) (iii)

180,098 203,137

Construction-in-progress 24,448 25,820

Construction-in-progress (i) 34,436 24,448

Total 577,928 590,813

1 unchanged sentence

Net carrying amounts $ 556,393 $ 572,442

(i) Pre-Development, exploration properties as well as construction-in-progress are not subject to depletion.

(ii) Included in buildings, plant and equipment are $ 160.2 million not subject to depreciation and amortization.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Depreciation, depletion and amortization on property, plant and equipment during the year ended December 31, 2024 and 2023 include amounts allocated to:

(i) Pre-development and exploration properties and construction-in-progress are not subject to depletion.

(ii) Included in buildings, plant and equipment is $ 98.2 million (2024 - $ 135.7 million ) not s ubject to depreciation, depletion and amortization.

(iii) During the year ended December 31, 2025, the Company recorded a write-down of $ 26.2 million related to the processing facility assets at the Lone Tree property.

Certain identified assets that are expected to be obsolete for the processing facility project were written down and recorded in loss from operations.

Total depreciation, depletion and amortization on property, plant and equipment is as follows:

Depreciation, depletion and amortization $ 1,726 $ 1,489

Recorded in exploration, evaluation and pre-development 270 189

Recorded in pre-development, evaluation and exploration 308 270

Recorded in general and administrative 170 236

Recorded in property maintenance 1,045 1,205

Change in inventory

133 ( 3,713 )

Total depletion, depreciation and amortization $ 3,249 $ 3,200

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

LONG-TERM DEBT

Orion Convertible Loan

(i) Sprott Convertible Loan

(ii) Convertible Debentures

(iii) Gold Prepay Agreement

(iv) Silver Purchase Agreement

(v) Other Total

Orion Convertible Loan Sprott Convertible Loan Convertible Debentures Gold Prepay Agreement Silver Purchase Agreement Other Total

As at January 1, 2024 $ 46,764 $ 8,288 $ 66,940 $ 42,176 $ 29,662 $ 282 $ 194,112

Fair value on inception — — 61,906 16,277 — — 78,183

Additions and adjustments — 390 — ( 1,777 ) ( 731 ) — ( 2,118 )

12 unchanged sentences

On December 13, 2021, the Company entered into a Convertible Credit Agreement with OMF Fund III (F) Ltd., an affiliate of Orion to borrow $ 50 million (the "Orion Convertible Loan").

The Orion Convertible Loan bears interest at a rate of 8.0 % annually and matures on December 13, 2025.

The Orion Convertible Loan bears interest at a rate of 8.0 % annually and matures on June 30, 2026.

As at December 31, 2025, total principal and accrued interest was $ 69.2 million.

On January 15, 2025, the Company entered into an Amended and Restated Orion Convertible Loan Agreement.

Pursuant to the amendment, the maturity date was extended from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations under the Orion Convertible Loan.

Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place as of March 31, 2025.

In connection with the amendment the Company issued to Orion 5.0 million common share purchase warrants (Note 8) and entered into an offtake agreement with Orion.

The offtake agreement will commence once the current offtake agreement expires at the end of December 2028 (Note 18).

Management determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the financial liability.

The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company.

1 unchanged sentence

The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares.

During the period ended December 31, 2024, none of the features were exercised.

The derivative financial liability was recorded at $ 13.6 million at inception and $ 0.3 million at December 31, 2024 (December 31, 2023 - $ 9.0 million).

For the year ended December 31, 2024, the Company recorded a fair value gain of $ 8.7 million (2023 - $ 18.0 million) related to the valuation of the embedded derivatives through the statement of loss (Note 21 ).

Interest expense is calculated by applying the effective interest rate of 18.64 % to the host liability component.

The effective interest rate is calculated based on the host liability component after deducting embedded derivatives and transactions costs.

Interest accretion is included in interest expense.

Orion is a related party (Note 19).

The initial fair value of the convertible loan was determined using a market interest rate for an equivalent non-convertible loan at the issue date.

The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan.

On January 15, 2025, the Company amended and restated the Orion Convertible Loan (the “A&R Orion Convertible Loan”).

Pursuant to the A&R Orion Convertible Loan, the maturity date was extended from December 13, 2025, to June 30, 2026 (Note 22).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Interest expense is calculated by applying the effective interest rate of 16.72 % to the host liability component (December 31, 2024 - 18.64 %) .

Interest accretion is included in interest expense.

(ii) Sprott Convertible Loan

1 unchanged sentence

and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $ 10 million (the "Sprott Convertible Loan").

The Sprott Convertible Loan bears interest at a rate of 8.0 % annually and matures on December 9, 2025.

As at December 31, 2024, total principal and accrued interest was $ 5.9 million.

The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company.

The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value (Note 21).

The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares.

During the second quarter of 2023, Sprott converted $ 1.8 million in principal and $ 0.2 million in interest into 0.8 million common shares of the Company.

During the fourth quarter of 2024, Sprott converted $ 3.6 million in principal and $ 0.9 million in interest into 2.1 million common shares of the Company.

The derivative financial liability was recorded at $ 2.7 million at inception and $ 0.03 million at December 31, 2024 (December 31, 2023 - $ 1.5 million).

For the year ended December 31, 2024, the Company recorded a fair value gain of $ 1.4 million (2023 - $ 3.8 million) related to the valuation of the embedded derivatives (N ote 21).

The Sprott Convertible Loan bears interest at a rate of 8.0 % annually and matured on December 9, 2025.

The Sprott Convertible Loan contained a change of control feature, a conversion feature, and a forced conversion feature that were considered embedded derivatives by the Company.

The change of control feature and conversion feature were classified as derivative financial liabilities measured at fair value (Note 19).

The forced conversion feature was not separated from the host contract as it was considered to be indexed to the Company's shares.

The initial fair value of the convertible loan was determined using a market interest rate for an equivalent non-convertible loan at the issue date.

The liability was subsequently recognized on an amortized cost basis until maturity of the loan.

During 2024, Sprott converted $ 3.6 million in principal and $ 0.9 million in interest into 2.1 million common shares of the Company.

At maturity on December 10, 2025, the Company repaid the outstanding principal and interest due.

Interest expense is calculated by applying the effective interest rate of 16.10 % to the host liability component.

The effective interest rate is calculated based on the host liability component after deducting embedded derivatives.

Interest accretion is included in interest expense.

Sprott is a related party (note 19).

The initial fair value of the convertible loan was determined using a market interest rate for an equivalent non-convertible loan at the issue date.

The liability is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101 % of the then outstanding principal amount.

4 unchanged sentences

The Convertible Debentures bear interest at a fixed rate of 8.0 % per annum and will mature on February 22, 2027.

As at December 31, 2025, total principal and accrued interest was $ 81.6 million.

Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, $ 3.38 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares at time of the conversion of such interest.

As at December 31, 2024, total principal and accrued interest is $ 75.4 million.

On February 28, 2025, the Company completed certain amendments to its Convertible Debentures.

The amendments provided for:

• the conversion price applicable to the debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15 %, converted into US dollars at the Bank of Canada rate on such date;

• the conversion price applicable to the Company’ right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the greater of (x) 85 % of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE American during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on the TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15 %, converted into US dollars at the Bank of Canada rate on such date;

• that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the debenture holders;

• the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104 % premium of the outstanding principal and the accrued interest up to the redemption date.

Management determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the financial liability.

The Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company and measured at fair value (Note 19).

1 unchanged sentence

The conversion feature and forced conversion feature are considered to be indexed to the Company's shares.

During the period ended December 31, 2024, none of the features were exercised.

Interest expense is calculated by applying the effective interest rate of 9.2 % to the host liability component.

The effective interest rate is calculated based on the host liability component after deducting transactions costs.

The mandatory redemption right is considered to be an embedded derivative by the Company, classified as financial liability and not separated from the host liability component.

Interest expense is calculated by applying the effective interest rate of 9.4 % to the host liability component (December 31, 2024 - 9.2 %) .

Interest accretion is included in interest expense.

1 unchanged sentence

The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $ 3.38 per common share.

The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX.

If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S.

dollars on the NYSE American equals or exceeds 150 % of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price.

The Convertible Debentures are not redeemable prior to the maturity date.

On February 28, 2025, the Company completed certain amendments to the Convertible Debentures (Note 22).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(iv) Gold Prepay Agreement

1 unchanged sentence

In April 2022, the Gold Prepay was amended to adjust the quantity of the quarterly deliveries of gold, but not the aggregate amount of gold, to be delivered by the Company to Orion over the term of the Gold Prepay.

Under the terms of the amended Gold Prepay, in exchange for $ 41.9 million, the Company is required to deliver to Orion 3,100 ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 ounces of gold.

On September 20, 2023, the Company entered into an A&R Gold Prepay Agreement with Orion pursuant to which the Company received aggregate gross proceeds of $ 20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay Agreement.

Under the terms of the amended Gold Prepay, in exchange for $ 41.9 million, the Company was required to deliver to Orion 3,100 ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 ounces of gold.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

On September 20, 2023, the Company entered into an A&R Gold Prepay with Orion pursuant to which the Company received aggregate gross proceeds of $ 20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay.

The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 ounces of gold over a period of 12 quarters, being 1,110 ounces of gold per quarter over the delivery period with the first delivery being 1,123 ounces of gold.

The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.

On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement").

On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the A&R Gold Prepay (the “Second A&R Gold Prepay").

In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.

2 unchanged sentences

In addition, should the Company implement a Gold Deferral and complete an equity offering prior to September 30, 2025, the Company would be required to deliver gold ounces to Orion up to 34 % of the net proceeds of such offering, in settlement of gold quantities outstanding under the Second A&R Gold Prepay Agreement.

The Company may request an increase in the prepayment by an additional amount not exceeding $ 50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay Agreement.

The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements.

In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $ 0.5 million to Orion.

The Company may request an increase in the prepayment by an additional amount not exceeding $ 50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay.

The Second A&R Gold Prepay is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements.

In connection with the Second A&R Gold Prepay the Company paid an amendment fee of $ 0.5 million to Orion.

On June 28, 2024, the Company entered into a side letter agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 ounces to Orion on or before August 31, 2024.

2 unchanged sentences

In connection with the waiver and amending agreement, the Company paid fees of $ 0.7 million to Orion.

The Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (Note 9 (iv) and Note 21).

During the year ended December 31, 2025, the Company delivered 13,950 ounces of gold under the Gold Prepay to Orion.

As of December 31, 2025, the Company had cumulatively delivered 39,293 ounces of gold towards the Gold Prepay, leaving 4,440 ounces of gold remaining to be delivered.

The Gold Prepay is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (Note 8 (iv) and Note 19).

Interest expense is calculated by applying the effective interest rate to the financial liability.

3 unchanged sentences

For each amendment above, management determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the financial liability.

The following table summarizes the continuity of outstanding gold deliveries under the Gold Prepay Agreement for the period ended December 31, 2024:

Outstanding at December 31, 2022 23,100

Gold delivered ( 8,400 )

2023 Gold Prepay Accordion 13,333

Outstanding at December 31, 2023 28,033

Gold delivered ( 9,643 )

Outstanding at December 31, 2024 18,390

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

For the year ended December 31, 2024, the Company incurred costs of $ 23.8 million (2023 - $ 16.5 million) for the settlement of gold delivered under the Gold Prepay.

As of December 31, 2024, the Company had delivered 25,343 ounces of gold towards the Gold Prepay with Orion, leaving 18,390 ounces of gold remaining to be delivered under the agreement.

The current portion of the liability is $ 23.6 million as of December 31, 2024.

(v) Silver Purchase Agreement

8 unchanged sentences

On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement").

In connection with the Extension Agreement the Company paid an amendment fee of $ 0.2 million and issued 0.5 million common share warrants exercisable at C$ 2.717 per share with an exercise period of 48 months or until January 24, 2028.

In connection with the Extension Agreement the Company paid an amendment fee of $ 0.2 million and issued 0.5 million common share purchase warrants to Orion.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement.

13 unchanged sentences

During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount.

For the year ended December 31, 2024, the Company incurred costs of $ 8.4 million in relation to silver delivered under the Silver Purchase Agreement.

As of December 31, 2024, the Company had delivered 701,554 ounces of silver towards the Silver Purchase Agreement with Orion.

The current portion of the liability is $ 8.7 million as of December 31, 2024 which represents 498,446 ounces of silver.

The obligations under the Gold Prepay Agreement and Silver Purchase Agreement are senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company LLC, and Osgood Mining Company LLC, and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.

During the year ended December 31, 2025, the Company settled 404,288 ounces of silver under the Silver Purchase Agreement with Orion.

398,446 ounces were settled in satisfaction of the 2024 shortfall amount and 5,842 ounces were settled in relation to the 2025 annual minimum delivery amount.

The 2024 shortfall amount was settled net of Orion's cash purchase price.

As of December 31, 2025, the remaining ounces to be delivered under the 2025 annual minimum delivery amount is 94,158 ounces.

Subsequent to the year ended December 31, 2025, the remaining ounces were settled.

The obligations under the Gold Prepay and Silver Purchase Agreement are senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company LLC, and Osgood Mining Company LLC, and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.

New Gold Prepay and Silver Purchase Agreement

On March 31, 2025, the Company entered into a New Gold Prepay and Silver Purchase arrangement ("New Gold Prepay and Silver Purchase Agreement") with National Bank of Canada ("National Bank") under which National Bank purchased 6,864 ounces of gold and 345,549 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan.

The proceeds of this new prepay arrangement were used to satisfy the outstanding gold and silver deliveries due to Orion under its respective Gold Prepay Agreement and Silver Purchase Agreement.

The New Gold Prepay and Silver Purchase Agreement was funded on April 1, 2025 for total proceeds of $ 31.0 million.

On May 16, 2025, the Company repaid the full outstanding balance under the New Gold Prepay and Silver Purchase Agreement, consisting of principal of $ 31.0 million and financing expense of $ 1.3 million as shown in Other debt above.

The New Gold Prepay and Silver Purchase Agreement contained an early termination make-whole provision and a mandatory prepayment provision, that were considered embedded derivatives by the Company and measured at fair value.

The early termination make-whole provision and mandatory prepayment provision were classified as financial liabilities and not separated from the host liability component as they were deemed to be closely related .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

The amounts presented are based on the undiscounted contractual cash flows and may not agree with the carrying amounts on the Financial Statements.

Within 1 year 1-2 years 2-3 years Total

Within 1 year 1-2 years 2-5 years Thereafter Total

Convertible Loans (i) $ 72,046 $ — $ — $ — $ 72,046

4 unchanged sentences

(i) Undiscounted principal and interest payments due at maturity.

Outstanding amounts under the Convertible Loans and Convertible Debentures can be converted into common shares of the Company at any time prior to maturity at the option of the applicable respective lender, or under certain conditions at the election of the Company (Notes 7 (i), (ii), and (iii)).

(ii) Cash flows under the Gold Prepay and Silver Purchase Agreement, presented on an undiscounted basis, are calculated based on contractual deliveries at forward gold and silver prices as of December 31, 2025.

(iii) Represents Annual Minimum Delivery Amount in respect of 2024 and 2025 calendar years.

(iii) Represents Annual Minimum Delivery Amount in respect of 2025 calendar year.

RECLAMATION LIABILITIES

1 unchanged sentence

The obligation consists primarily of costs associated with mine reclamation and closure activities.

Accretion expense related to reclamation liabilities is recorded in property maintenance.

On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.

2 unchanged sentences

December 31, 2025 December 31, 2024

Balance as at January 1

$ 49,765 $ 47,321

Opening balance $ 56,616 $ 49,765

Change in estimate 166 4,235

2 unchanged sentences

Accretion expense

Balance as at December 31

56,616 49,765

Closing balance 60,511 56,616

Less current portion 1,595 906

18 unchanged sentences

Silver Purchase Agreement embedded derivative (v)

Contingent consideration (vi)

Lease liability 4,735 685

3 unchanged sentences

(i) Warrant liability

Issue date Expiry date Exercise price (C$)

Number of warrants December 31, 2025 December 31, 2024

Brokered placement 5/1/2024 5/1/2028 2.15 34,849,025 $ 18,052 $ 3,875

Orion warrants 9/20/2023 9/20/2026 3.17 3,750,000 417 290

Orion warrants 1/24/2024 1/24/2028 2.72 500,000 361 63

Orion warrants 1/15/2025 1/15/2029 1.01 5,000,000 5,287 —

Orion warrants 12/13/2021 12/13/2025 3.28 5,500,000 — 336

Paycore warrants 5/5/2023 5/2/2025 4.02 3,330,657 — 55

Paycore warrants 5/5/2023 2/9/2025 2.40 255,567 — 4

Total warrant liability $ 24,117 $ 4,623

The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD.

Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in the statement of loss.

For the year ended December 31, 2024, the Company recorded a fair value gain of $ 9.0 million (2023 - $ 16.7 million) (Note 15).

The fair value of the warrants, excluding warrants issued in connection with the bought deal public offering, were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:

Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recorded in other income or other expense (Note 13).

The current portion of the liability is 0.4 million at December 31, 2025 (December 31, 2024 - 0.4 million).

The fair value of the warrants, excluding warrants issued in connection with the May 2024 brokered placement, were calculated using the Black-Scholes option pricing model with the following assumptions:

December 31, 2025 December 31, 2024

4 unchanged sentences

Expected volatility 64 % to 104 %

Expected dividend 0 % 0 %

Share price C$ 0.69 C$ 2.33

As of December 31, 2024, there were 48,185,249 warrants outstanding (December 31, 2023 - 24,716,409 ).

86 % to 232 %

Brokered Placement

On May 1, 2024, in connection with the bought deal public offering (the “Offering“) discussed in Note 10 (b) of these Financial Statements, the Company issued 34.8 million common share warrants exercisable at C$ 2.15 per share with an exercise period of 48 months.

On May 1, 2024, in connection with the bought deal public offering (the “Offering“) discussed in Note 9 of these Financia l Statements, the Company issued 34.8 million common share warrants exercisable at C$ 2.15 per share with an exercise period of 48 months.

The warrants commenced trading on the TSX on May 1, 2024, under the symbol "IAU.WT".

The trading value was used to determine the fair value at inception and for subsequent periods.

The initial fair value of the warrants recognized on inception was $ 8.9 million and at December 31, 2024 $ 3.9 million.

The Company incurred $ 4.5 million in transaction costs in connection with the Offering, of which $ 4.1 million was allocated to shares issued and presented as a reduction to share capital and $ 0.5 million was allocated to the warrant liability and included in general and administrative expenses in the statement of loss during the year ended December 31, 2024.

The initial fair value of the warrants recognized on inception was $ 8.9 million.

Orion warrants

In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$ 3.275 per share with an exercise period of 36 months or until December 13, 2024.

On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025.

The initial fair value of the warrants recognized on inception was $ 3.5 million and at December 31, 2024 $ 0.3 million (December 31, 2023 - $ 2.0 million).

In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$ 3.17 per share with an exercise period of 36 months or until September 20, 2026.

The warrants included a four month hold period.

The initial fair value of the warrants recognized on inception was $ 1.9 million and at December 31, 2024 $ 0.3 million (December 31, 2023 - $ 1.8 million).

In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$ 2.72 per share with an exercise period of 48 months or until January 24, 2028.

The warrants included a four month hold period.

The initial fair value of the warrants recognized on inception was $ 0.3 million and at December 31, 2024 was $ 0.1 mill ion (note 19).

The initial fair value of the warrants recognized on inception was $ 0.3 million.

On January 15, 2025, in connection with the amendments to the Orion Convertible Loan Agreement (Note 6), the Company issued 5.0 million common share warrants exercisable at C$ 1.01 per share with an exercise period of 48 months.

The initial fair value of the warrants recognized on inception was $ 1.5 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Paycore replacement warrants

In connection with the Paycore acquisition discussed in Note 3 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition.

The replacement warrants were comprised of 0.2 million common share warrants at an exercise price of C$ 3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$ 2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$ 4.02 per common share until May 2, 2025.

The initial fair value of the warrants recognized on inception was $ 2.7 million and at December 31, 2024 $ 0.1 million (December 31, 2023 - $ 0.6 million).

On April 20, 2024, 0.2 million common share warrants at an exercise price of C$ 3.09 per common share expired.

Waterton warrants

In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$ 3.64 per share until April 14, 2024.

The warrants included a four month hold period.

The initial fair value of the warrants recognized on inception was $ 6.1 million and at December 31, 2024 nil (December 31, 2023 - $ 0.1 million).

During the first quarter of 2023, Waterton exercised 0.4 million wa rrants to purchase 0.4 million common shares of the Company.

On April 14, 2024, the remaining balance of 11.7 million common share warrants expired (note 19).

(ii) Share-based payment liability

The Company recognized a share-based payment liability of $ 0.8 million at December 31, 2024 (December 31, 2023 - $ 1.2 million) under the Company's restricted and deferred share unit plans (Note 10 (e)).

The Company recognized a share-based payment liability in relation to RSUs.

The current portion of the liability is $ 1.9 million at December 31, 2025 (December 31, 2024 - $ 0.2 million).

During the year ended December 31, 2025, the Company reassessed the classification of its DSUs and determined that they no longer met the criteria for liability classification and have been reclassified as equity as further described in Note 9.

(iii) Conversion and change of control right

The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans (Note 7 and Note 21).

(iv) Gold Prepay embedded derivative

The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement (Note 7 (iv) and Note 21).

The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss.

For the year ended December 31, 2024, the Company recorded a fair value loss of $ 8.0 million, (2023 - $ 4.6 million) related to the valuation of the embedded derivative through the statement of loss (Note 15).

As of December 31, 2024, the current portion of the Gold Prepay embedded derivative liability was $ 7.4 million .

The Convertible Loans contain a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company.

The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value (Note 19).

The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares.

During the year ended December 31, 2025, none of the features were exercised.

The Company recognizes the Convertible Loans embedded derivatives at fair value with any changes in fair value recorded in other income or other expense (Note 13).

The current portion of the Orion Convertible Loan embedded derivative liability is $ 1.4 million at December 31, 2025 (December 31, 2024 - $ 0.3 million).

(iv) Gold Prepay Agreement embedded derivative

The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement (Note 6 and Note 19).

The Company recognizes the embedded derivative at fair value with any changes in fair value recorded in other income or other expense (Note 13).

As of December 31, 2025, the current portion of the Gold Prepay Agreement embedded derivative liability was $ 9.3 million (December 31, 2024 - $ 7.4 million) .

(v) Silver Purchase Agreement embedded derivative

The liability balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement (Note 7 (v) and Note 21).

The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss.

For the year ended December 31, 2024, the Company recorded a fair value loss of 9.9 million ( 2023 - nil ) related to the valuation of the embedded derivative through the statement of loss (Note 15).

As of December 31, 2024, the current portion of the Silver Purchase Agreement embedded derivative liability was $ 0.8 million .

(vi) Contingent consideration

In connection with the acquisition of Osgood Mining Company LLC ("Osgood") from Waterton Global Resource Management, Inc.

(“Waterton”), the Company recorded a financial liability associated with the contingent value rights obligation.

The contingent value rights obligation included a payment to Waterton in the amount of $ 5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $ 5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $ 2,000 per ounce (the "Price Payment").

In the third quarter of 2022, the Company paid Waterton $ 5.0 million in cash as part of the contingent value rights Production Payment.

In the first quarter of 2024, the Company paid Waterton $ 3.6 million as part of the contingent value rights Price Payment.

Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $ 3.6 million.

In the second quarter of 2024, the Company paid Waterton $ 1.4 million in cash in full satisfaction of the $ 5.0 million Price Paym ent.

The Company recognized the liability at fair value with changes in fair value recognized in profit or loss.

For the year ended December 31, 2024, the Company recognized a loss on the revaluation of the liability of $ 0.1 million (2023 - $ 0.4 million) t hrough the statement of loss ( Note 15) .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(vii) Deferred consideration

In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments.

The four milestone payments and corresponding early prepayment options are as follows:

• $ 17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");

• $ 15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment").

An early prepayment option to reduce the payment by $ 5 million to $ 10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $ 7.5 million of the total amount, at the Company's discretion.

• $ 15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment");

• $ 20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment").

An early prepayment option to reduce the payment for the third and fourth milestone payments to $ 20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $ 10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99 % of the outstanding shares of the Company.

During the year ended December 31, 2023, the Company exercised the early prepayment options and paid to Waterton total consideration of $ 47.0 million in satisfaction of all Milestone Payments.

Consideration paid to Waterton consisted of $ 21.0 million in cash and 12.1 million common shares of the Company valued at $ 26.0 million (Note 10).

The deferred consideration due under the terms of the acquisition of Ruby Hill have been fully satisfied.

The Company recognized the liability at fair value with changes in fair value recognized in profit or loss.

The initial fair value of the liability recognized on inception was $ 41.9 million.

For the year ended December 31, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $ 1.2 million) t hrough the statement of loss ( Note 15) .

The deferred consideration was fully satisfied in 2023, as a result no further gains or losses have been recorded.

The financial liability represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement (Note 6 and Note 19).

The Company recognizes the embedded derivative at fair value with any changes in fair value recorded in other income or other expense (Note 13).

As of December 31, 2025, the current portion of the Silver Purchase Agreement embedded derivative liability was $ 2.7 million (December 31, 2024 - $ 0.8 million) .

(vi) Lease liability

Lease liabilities relate primarily to equipment and office rentals.

The weighted average remaining lease li fe is two years and the weighted average discount rate is 8.44 % .

U ndiscounted remaining payments are $ 3.3 million for 2026, $ 2.4 million for 2027-2030 and $ 0.1 million thereafter.

(vii) Deferred revenue

On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc.

with a term of 18 months, which serves as a working capital facility (the "Auramet Agreement").

Under the Auramet Agreement, the Company may receive up to $ 12.0 million in prepayments for gold contained in mineralized material.

During the year ended December 31, 2025, the Company delivered 6,100 ounces of gold, under the agreement, with total revenue of $ 20.4 million.

As of December 31, 2025, no amounts were outstanding.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5 unchanged sentences

Balance as at December 31, 2023 298,502,334 $ 489,270

Shares issued on acquisition of Paycore Minerals Inc.

30,505,575 78,787

Shares issued in equity financing (vii)

13,629,800 27,693

Shares issued in relation to Ruby Hill contingent payments (vi)

Private placement (iv)

13,064,204 17,056

Shares issued in relation to Convertible Loan (v)

ATM program (iii)

22,408,343 21,766

Exercise of warrants and stock options

Contingent payments (v) 2,727,336 3,564

Brokered placement (vi)

69,698,050 70,104

Share issue costs — ( 1,768 )

Convertible loan (vii) 2,127,839 2,463

Share-based compensation 1,258,850 2,282

Balance as at December 31, 2024 409,786,956 $ 606,505

Shares issued in brokered placement (i)

69,698,050 74,644

Shares issued in ATM Program (ii)

Private placement (i) 29,210,465 $ 15,935

ATM Program (iii)

4,341,390 2,426

Shares issued in private placement (iii)

Private placement (ii)

25,240,000 11,778

Shares issued in relation to Granite Creek contingent payments (iv)

Brokered placement (ii)

345,760,000 152,745

Shares issued in relation to Convertible Loan (v)

Share-based compensation 1,372,881 1,750

Exercise of warrants (ii)

11,518,500 8,716

Exercise of stock options 1,012,100 2,164

Shares issued from settlement of DSUs 246,750 118

Share issue costs — ( 5,713 )

Balance as at December 31, 2025 827,230,192 $ 799,855

(i) On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units (each, a “Unit“) at a price of C$ 1.65 per Unit for aggregate gross proceeds to the Company of approximately $ 83.5 million (C$ 115 million), including the full exercise of the previously announced over-allotment option.

Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company.

Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$ 2.15 per share.

On May 1, 2024, 34.8 million share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".

The underwriters' were paid a cash commission equal to 5 % of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers.

The Company received net proceeds of $ 79.2 million (C$ 109.1 million) net of underwriters commission of $ 4.2 million (C$ 5.7 million) and other costs of $ 0.1 million (C$ 0.1 million).

The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“).

Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.

The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD.

Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss.

Of the $ 83.5 million gross proceeds received, $ 8.9 million was allocated to the warrant liability and the residual $ 74.6 million was allocated to the common shares issued and classified as equity.

The warrant liability was valued at inception using the closing price of the warrants of C$ 0.35 on May 1, 2024.

The Company incurred $ 4.5 million in transaction costs in connection with the Offering, of which $ 4.1 million was allocated to shares issued and presented as a reduction to share capital.

(ii) The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus").

The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S.

base prospectus contained in its registration statement on Form F-10 (the "U.S.

Base Prospectus") was filed with the SEC.

The ATM Program was implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents").

The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $ 50 million.

The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S.

Prospectus Supplement”) to the Company's U.S.

Base Prospectus filed with the SEC.

The ATM Program was effective until the filing of the Company's annual 10-K on March 31, 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

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.

(iii) On February 20, 2024, the Company completed a non-brokered private placement of common shares.

(i) On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$ 0.80 per share for aggregate gross proceeds of $ 15.6 million (C$ 22.6 million).

On February 28, 2025, in connection with the prospectus offering, the Company closed a concurrent private placement of 1.0 million common shares to certain directors and officers of the Company at a price of C$ 0.80 per share for aggregate gross proceeds of $ 0.6 million (C$ 0.8 million).

(ii) On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $ 0.50 per unit for aggregate gross proceeds of $ 172.9 million and net proceeds of $ 162.5 million.

In addition to the bought deal public offering, the Company closed a private placement of 25.2 million units to certain directors, officers and other shareholders 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 for both offerings is 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.

The total number of warrants issued were 185.5 million.

The Company has assessed the warrants to meet the requirements to be recorded as equity.

The net proceeds from the bought deal offering and the private placement were allocated to the warrants in the amount of $ 10.5 million and $ 164.9 million allocated to share capital based upon the relative fair values of the shares and warrants issued.

During the year ended December 31, 2025, 11.5 million warrants were exercised at an exercise price of $ 0.70 per share, resulting in the issuance of common shares of the Company for cash proceeds of $ 8.1 million.

Total warrants outstanding as at December 31, 2025 were 174.0 million.

(iii) The Company's at-the-market equity program ("ATM Program") was implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents").

The ATM Program allowed i-80 Gold to offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American such number of common shares of the Company as would have an aggregate offering price of up to $ 50 million.

During the year ended December 31, 2025, the Company issued 4.3 million c ommon shares under the ATM Program for total gross proceeds of $ 2.5 million ( year ended December 31, 2024 - 22.4 million common shares for total gross proceeds of $ 22.6 million).

The ATM Program expired on March 31, 2025.

(iv) On February 20, 2024, the Company completed a non-brokered private placement of common shares.

An aggregate of 13.1 million shares were issued by the Company at a price of C$ 1.80 per common share for aggregate gross proceeds of $ 17.4 million (C$ 23.5 million).

1 unchanged sentence

Transaction costs incurred of $ 0.4 million are presented as a reduction to share capital.

(iv) On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$ 1.73 for total gross proceeds of $ 1.4 million (C$ 2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 9 (vi) of these Financial Statements.

On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$ 1.80 for total gross proceeds of $ 2.1 million (C$ 2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 9 (vi) of these Financial Statements.

(v) On October 31, 2024, The Company issued common shares in connection with Sprott's conversion under the Sprott Convertible Loan (Note 7).

On June 27, 2023, Sprott converted $ 1.8 million in principal and subject to obtaining approval of the TSX $ 0.2 million in interest of the Sprott Convertible Loan into 0.8 million common shares of the Company.

On July 7, 2023, upon approval of the TSX the Company issued 0.8 million common shares to Sprott.

(vi) On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$ 2.057 for total gross proceeds of $ 10.0 million (C$ 13.6 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 9 (vii) of these Financial Statements.

On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$ 3.8945 for total gross proceeds of $ 16.0 million (C$ 21.5 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 9 (vii) of these Financial Statements.

(vii) On May 9, 2023, in connection with the Paycore acquisition the Company issued 5.0 million common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 3 of these Financial Statements.

On May 5, 2023, the Company acquired 100 % of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25.5 million common shares to Paycore shareholders, as further described in Note 3 of these Financial Statements.

(viii) On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters.

An aggregate of 13.6 million shares were issued by the Company at a price of C$ 2.70 per common share for aggregate gross proceeds of $ 27.7 million (C$ 36.8 million).

Certain directors and/or officers of the Company subscribed for C$ 0.5 million in common shares and a related party subscribed for C$ 2.7 million in common shares under the private placement, both of which are related party transactions.

(b) Share-based payments

The following table summarizes share-based payment expense included in the statement of loss in general and administrative expenses:

Stock option $ 847 $ 2,107

RSUs and DSUs 740 1,015

Total $ 1,587 $ 3,122

The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company.

The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10 % in the aggregate and 1 % with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option.

Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years .

Vesting periods may range from immediate to five years .

(v) On February 9, 2024, the Company issued 1.6 million common shares to Waterton Global Resource Management Inc.

("Waterton") at a price of C$ 1.80 for total gross proceeds of $ 2.1 million (C$ 2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek.

On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$ 1.73 for total gross proceeds of $ 1.4 million (C$ 2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(d) Stock options

(vi) On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units at a price of C$ 1.65 per unit for aggregate gross proceeds to the Company of approximately C$ 115.0 million ($ 83.5 million).

Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company.

The 34.8 million common share warrants issued in connection with the offering were valued at $ 8.9 million at inception using the closing price of the warrants of C$ 0.35 on May 1, 2024.

The Company incurred $ 4.5 million in transaction costs in connection with the offering, of which $ 4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.

(vii) On October 31, 2024, The Company issued common shares in connection with Sprott's conversion under the Sprott Convertible Loan (Note 6).

(b) Share-based payments

The Company has a share incentive plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company.

Share incentive awards include stock options, RSUs, DSUs, and PSUs.

The number of common shares issuable under the Plan is limited to 10 % in the aggregate of the number of issued and outstanding common shares of the Company at the date of the grant of the award.

The following table summarizes share-based payment expense included in the statement of loss recorded in general and administrative expenses:

Restricted share units $ 7,034 $ 834

Deferred share units 2,019 ( 94 )

Performance share units 518 —

Stock options 72 847

Total $ 9,643 $ 1,587

(i) Stock options

Options issued under the Plan generally vest over three years and may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years .

The exercise price of the stock options is equal to the fair market value of the shares on the date of grant.

Stock options are accounted for as equity classified awards at fair value using a Black-Scholes option pricing model.

The continuity of stock options issued and outstanding are as follows:

2 unchanged sentences

Outstanding at December 31, 2023 11,059,245 2.39

Issued in Paycore Acquisition 1,727,200 1.89

Granted 941,316 1.74

3 unchanged sentences

Outstanding at December 31, 2024 10,553,120 2.43

Granted 941,316 1.74

Exercised ( 442,853 ) 1.64

3 unchanged sentences

The weighted average share price at the date of exercise for the year ended December 31, 2025 was C$ 2.06 (2024 - C$ 1.83 ).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

At December 31, 2025, the following options were outstanding, and outstanding and exercisable:

16 unchanged sentences

As of December 31, 2025, there were 130,090 unvested stock options (December 31, 2024 - 678,185 ).

At December 31, 2024, there was $ 0.1 million of unrecognized compensation costs related to the unvested options expected to be recognized over a period of approximately 0.7 years.

For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:

2024 December 31, 2023

Risk-free interest rate 3.84 % to 4.05 %

3.47 % to 4.03 %

Annualized volatility based on historic volatility 52 % to 53 %

Expected dividend Nil Nil

Forfeiture rate 4.1 % to 4.2 %

0.0 % to 4.4 %

Expected option life 2.0 to 3.5 years

2.4 to 3.5 years

Weighted-average fair market value $ 0.67 $ 1.43

(e) Restricted and Deferred Share Unit Plan

The Company adopted the RSU plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant.

The awards have a graded vesting schedule over a three-year period.

(ii) Restricted Share Unit Plan

The Company grants its employees share units based on the value of the Company's share price at the date of grant.

The awards vest in graded tranches over a three-year period or cliff vest at the end of three years .

The RSUs are settled in cash or equity at the option of the Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant.

The awards have a graded vesting schedule over a three-year period.

DSUs must be retained until the Director leaves the Board, at which time the awards will be settled in cash or equity at the option of the Company.

The following table summarizes the continuity of the RSUs and DSUs for the period ended December 31, 2024:

RSUs outstanding # DSUs outstanding #

As the RSUs are expected to be settled in cash, RSUs are accounted for as liability classified awards.

The following table summarizes the continuity of the RSUs for the year ended December 31, 2025:

Number of shares

Outstanding at December 31, 2023 701,755

7 unchanged sentences

Outstanding at December 31, 2025 14,002,393

As the RSUs and DSUs are expected to be settled in cash, at December 31, 2024 a current liability of $ 0.2 million and a long-term liability of $ 0.5 million was outstanding and included in other liabilities (December 31, 2023 - $ 0.5 million and $ 0.7 million, respectively).

At December 31, 2025 a current liability of $ 1.9 million and a long-term liability of $ 5.0 million was outstanding and included in other liabilities (December 31, 2024 - $ 0.2 million and $ 0.2 million, respectively).

For the year ended December 31, 2025, $ 7.0 million has been recorded as an expense and included in share-based payments (2024 - $ 0.8 million).

The total fair value of the vested and unvested RSUs and DSUs at December 31, 2024 was C$ 6.6 million (December 31, 2023 - C$ 2.4 million).

At December 31, 2024, there was $ 3.1 million and $ 0.1 million of unrecognized compensation costs related to the unvested RSUs and DSUs expected to be recognized over a period of approximately 2.7 years and 1.2 years, respectively.

For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 6 % and nil , respectively.

The total fair value of the vested and unvested RSUs at December 31, 2025 was $ 20.4 million (December 31, 2024 - $ 4.3 million).

At December 31, 2025, there was $ 11.6 million of unrecognized compensation costs related to the unvested RSUs expected to be recognized over a period of approximately 1.8 years.

For purposes of the vesting of the RSUs, the fair value of the liability was estimated using the share price on the valuation date and an expected weighted average forfeiture rate of 5 %.

(iii) Deferred Share Unit Plan

The Company grants members of its Board share units based on the value of the Company's share price at the date of grant.

Vesting periods range from immediate to three years .

DSUs must be retained until the Director leaves the Board, at which time the awards are expected to be settled in shares at the option of the Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

The following table summarizes the continuity of the DSUs for the year ended December 31, 2025:

Number of shares

Outstanding at December 31, 2023 342,465

Granted 661,561

Settled ( 246,750 )

Outstanding at December 31, 2024 757,276

Granted 1,719,863

Settled ( 853,847 )

Outstanding at December 31, 2025 1,623,292

As of December 31, 2024, DSUs were accounted for as liability classified awards.

During the year ended December 31, 2025, the Company reassessed the classification of its DSUs.

Based on the Company’s historical and expected settlement practices, which now demonstrate a consistent pattern of share settlement, the Company concluded that the DSUs no longer met the criteria for liability classification under ASC 718 and should be accounted for as equity classified awards.

Upon reclassification, the Company transferred the previously recognized DSU liability of $ 2.0 million to additional paid‑in capital at its fair value as of the reclassification date.

(iv) Performance Share units

PSUs are granted to senior executives and vest after a performance period of three years .

The PSUs have a performance multiplier from 0 % to 200 % of the number of units granted based on the Company's total shareholder return relative to the performance of an exchange traded fund.

PSUs are accounted for as equity classified awards at fair value using a Monte-Carlo simulation.

The weighted average grant date fair value of PSUs granted during the year ended December 31, 2025 was $ 0.71 .

For the year ended December 31, 2025, $ 0.5 million has been recorded as an expense and included in share-based payments.

At December 31, 2025, there was $ 1.9 million of unrecognized compensation costs related to the unvested PSUs expected to be recognized over a period of approximately 2.1 years.

The following table summarizes the continuity of the PSUs for the year ended December 31, 2025:

Outstanding at December 31, 2024 —

Granted 3,980,376

Forfeited ( 175,034 )

Outstanding at December 31, 2025 3,805,342

BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is calculated based on the weighted average number of common shares outstanding during the year.

Basic loss per share is calculated based on the weighted average number of common shares outstanding during the period.

Diluted loss per share is based on the assumption that potential dilutive shares have been issued.

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Basic and diluted loss per share $ ( 0.30 ) $ ( 0.34 )

Convertible debentures and convertible loans of 49,352,948 , st ock options of 10,553,120 (Note 10 (d)) and warrants of 48,185,249 (Note 9 (i)) were excluded from the computation of diluted weighted average shares outstanding for the year ended December 31, 2024 (2023 - 47,172,138 , 11,059,245 and 24,716,409 , respectively) as their effect would be anti-dilutive.

Convertible Debentures and Convertible Loans of 66,247,152 , stock options of 8,412,625 , PSUs of 7,960,752 , DSUs of 1,623,292 , and warrants of 218,080,525 (Note 8 (i), Note 9 (ii)) were excluded from the computation of diluted weighted average shares outstanding for th e year ended December 31, 2025 (2024 - 49,352,948 , 10,553,120 , nil , nil and 48,185,249 , respectively) as their effect would be anti-dilutive.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

Accounts payable and accrued liabilities 9,341 ( 752 )

(Decrease) increase in working capital $ ( 2,087 ) $ 8,444

(ii) The following table summarizes non-cash items included in other income:

Gain on warrants valuation $ 8,981 $ 16,686

Gain on Convertible Loans derivative valuation 11,799 21,852

Loss on contingent and deferred consideration

Net change in operating assets and liabilities $ ( 5,158 ) $ ( 2,087 )

(ii) The following table summarizes non-cash items included in other expense:

(Loss) gain on fair value measurement of warrant liability

$ ( 17,959 ) $ 8,981

Gain on investments — 997

(Loss) gain on sales from Gold Prepay

(Loss) gain on fair value measurement of Convertible Loans

( 989 ) 11,799

Loss on Gold Prepay derivative valuation

Loss on Gold Prepay Agreement and embedded derivative

( 16,158 ) ( 11,964 )

Loss on Silver Purchase derivative valuation ( 9,897 ) —

Other 231 ( 571 )

Total non-cash items included in other income

Loss on Silver Purchase Agreement and embedded derivative

( 14,575 ) ( 9,897 )

(iii) The following table summarizes non-cash financing and investing activities:

Shares issued in relation to Convertible Loan (Note 7 (ii))

Other ( 2,094 ) 128

Non-cash items included in other expense

$ ( 51,775 ) $ ( 953 )

Shares issued in relation to Granite Creek contingent payments (Note 9 (vi))

Shares issued in relation to Ruby Hill contingent payments (Note 9 (vii))

Shares and options issued on acquisition of Paycore Minerals Inc.

Revenue by customer

The Company has three customers that exceeded 10% of the Company's revenue in 2024, revenue to each customer was $ 24.4 million, $ 16.0 million, and $ 8.03 million.

At December 31, 2023, the Company had four customers that exceeded 10% of the Company's revenue - $ 15.3 million, $ 13.8 million, $ 12.8 million, and $ 11.0 million.

At December 31, 2024, the Company had one customer that made up 92 % of trade receivable.

At December 31, 2023, the Company had two customers that made up 95 % of trade receivable.

The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide.

(iii) Other cash flow information:

Non-cash investing and financing activities:

Capital expenditures, not yet paid $ 3,609 $ —

Shares issued in relation to Convertible Loan $ — $ 2,463

Shares issued in relation to Granite Creek contingent payments $ — $ 3,564

Other cash flow information:

Interest paid $ 1,593 $ 440

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Geographic information

United States $ 48,546 $ 42,061

United Kingdom 1,789 12,849

$ 50,335 $ 54,910

Revenue by product

2 unchanged sentences

$ 95,193 $ 50,335

EXPLORATION, EVALUATION AND PRE-DEVELOPMENT

Exploration and evaluation $ 14,701 $ 36,416

Pre-development 23,729 24,675

Total exploration, evaluation and pre-development $ 38,430 $ 61,091

Total exploration and evaluation costs consist primarily of drilling and assay costs, exploration supports costs and project study costs.

Total pre-development costs consists of mine infrastructure costs and developing underground access to mineralized material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

OTHER EXPENSE AND OTHER INCOME

(Loss) gain on sales from Gold Prepay

Revenue by customer

At December 31, 2025, the Company had one customer that made up 95 % of trade receivable (2024 - 96 % of trade receivable).

The Company is not economically dependent on a limited number of customers for the sale of its product because gold can be sold through numerous commodity market traders worldwide.

During the year ended December 31, 2025 all revenues were in the United States (2024 - 3.6 % of total revenue were in the United Kingdom).

The following table represents sales to individual customers representing greater than 10% of the Company's revenue:

Granite Creek, Ruby Hill, Lone Tree

$ 57,111 $ 24,444

Loss on Gold Prepay derivative valuation

Granite Creek

$ 30,940 $ 16,043

Loss on Silver Purchase Agreement derivative valuation

Loss on contingent and deferred consideration

$ 2,658 $ 8,033

Loss on foreign exchange

OTHER EXPENSE AND OTHER INCOME

Loss on fair value measurement of warrant liability

$ ( 17,959 ) $ —

Loss on Gold Prepay Agreement and embedded derivative ( 16,158 ) ( 11,965 )

Loss on Silver Purchase Agreement and embedded derivative ( 14,575 ) ( 9,897 )

Loss on fair value measurement of Convertible Loans

Other ( 2,067 ) ( 135 )

Total other expense $ ( 51,748 ) $ ( 21,997 )

$ ( 21,997 ) $ ( 5,601 )

Gain on Convertible Loans derivative valuation

$ 11,799 $ 21,852

Gain on warrants valuation

Gain on investments

Interest income on cash equivalents $ 2,963 $ 903

Interest income on restricted cash 1,435 1,709

Other 1,511 ( 81 )

Gain on foreign exchange

Gain on fair value measurement of warrant liability

Gain on fair value measurement of Convertible Loans

Total other income

$ 4,546 $ 24,000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

INTEREST EXPENSE

Interest accretion on Convertible Loans $ 11,106 $ 11,091

Interest accretion on Gold Prepay

Interest accretion on Silver Purchase Agreement 3,125 3,427

Interest accretion on Convertible Debentures 6,328 5,841

Interest accretion on Gold Prepay Agreement 6,030 11,052

Interest accretion on Silver Purchase Agreement 4,025 3,125

Amortization of finance costs 1,380 1,386

Interest accretion on long-term debt

Finance expense 516 —

Other interest expense

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SEGMENTED INFORMATION

The Company's currently has four principal assets which represent the Company's reportable and operating segments.

All operating segments are Nevada, US.

The Company currently has four principal assets which represent the Company's reportable and operating segments.

All operating segments are located in Nevada, United States.

Results of the operating segments are reviewed by the Company's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance.

The Company's CODM is the chief executive officer.

In the fourth quarter of 2024, the CODM reassessed their approach to evaluating the Company's performance and accordingly has revised the presentation of its operating segments.

This presentation has been applied retrospectively.

The CODM uses adjusted loss from operations to evaluate each operation's financial performance.

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The results from operations for these reportable segments are summarized in the following tables:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Year ended December 31, 2025 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total

2 unchanged sentences

( 67,752 ) ( 5,905 ) ( 3,444 ) — —

Exploration, evaluation and pre-development ( 24,428 ) ( 1,796 ) 7 ( 11,985 ) ( 228 )

Pre-development, evaluation and exploration ( 38,026 ) ( 18,406 ) ( 47 ) ( 9,438 ) ( 154 )

Property maintenance

Adjusted loss from operations

( 540 ) ( 2,953 ) ( 9,258 ) ( 781 ) ( 666 )

Adjusted (loss) income from operations

( 32,743 ) ( 20,075 ) 1,680 ( 10,219 ) ( 820 ) ( 62,177 )

Unallocated expenses:

1 unchanged sentence

General and administrative ( 29,370 )

Write-down of property, plant and equipment ( 26,246 )

Loss from operations $ ( 124,379 )

3 unchanged sentences

( 48,016 ) ( 7,474 ) ( 6,320 ) — —

Exploration, evaluation and pre-development ( 20,406 ) ( 17,063 ) ( 340 ) ( 19,607 ) ( 3,675 )

Pre-development, evaluation and exploration ( 24,428 ) ( 1,796 ) 7 ( 11,985 ) ( 228 )

Property maintenance

( 756 ) ( 2,062 ) ( 9,742 ) ( 925 ) ( 676 )

Adjusted loss from operations

6 unchanged sentences

1 Cost of sales excluding depletion, depreciation, amortization, and royalties.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

As at December 31, 2025 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total

4 unchanged sentences

Total assets $ 115,414 $ 117,277 $ 259,689 $ 53,412 $ 109,837 $ 655,629

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(a) The major components of income tax expense (recovery) are as follows:

Current income tax expense $ — $ 228

Deferred income tax expense (recovery) 1,498 ( 3,442 )

Income tax expense (recovery) $ 1,498 $ ( 3,214 )

The components of the consolidated income tax expense (recovery) are as follows:

(a) The components of the consolidated income tax (recovery) expense are as follows:

United States $ — $ —

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United States $ ( 3,289 ) $ 1,498

Deferred tax expense (recovery) $ 1,498 $ ( 3,442 )

Total income tax expense (recovery) $ 1,498 $ ( 3,214 )

Deferred tax (recovery) expense ( 3,289 ) 1,498

Total income tax (recovery) expense $ ( 3,289 ) $ 1,498

The components of loss before income taxes are as follows:

2 unchanged sentences

Loss before income taxes $ ( 202,136 ) $ ( 120,035 )

(b) The income tax expense (recovery) for the year can be reconciled to the net loss as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

(b) The income tax (recovery) expense for the year can be reconciled to the net loss as follows:

December 31, December 31,

Net loss before income tax expense (recovery) $ ( 120,035 ) $ ( 92,868 )

Canadian federal and provincial income tax rates ( 32,409 ) 27 % ( 25,074 ) 27 %

Increase / (decrease) due to:

Permanent differences ( 1,187 ) ( 3,230 )

Impact of foreign tax rates 4,372 5,337

Other foreign exchange differences 1,157 ( 1,509 )

Prior year's adjustments relating to tax provision and tax returns 3,356 ( 2,556 )

Change in unrecognized deferred taxes 27,992 25,512

Net loss before income tax (recovery) expense $ ( 202,136 ) $ ( 120,035 )

Canadian Federal statutory tax rate (i) ( 50,534 ) 25 % ( 30,009 ) 25 %

State and Local Income Taxes, Net of Federal Income Tax Effect (ii) ( 4,043 ) 2 % ( 944 ) 1 %

Increase (decrease) due to foreign tax effect - United States:

Statutory tax rate difference between United States and Canada (iii) 6,961 ( 3 )% 2,913 ( 2 )%

Changes in Valuation Allowance (v) 21,361 ( 11 )% 19,879 ( 17 )%

Other ( 285 ) — % ( 3,085 ) 3 %

Increase (decrease) resulting from Canadian reconciling items:

Non-taxable or Non-deductible Items

Warrant Liability 4,849 ( 2 )% ( 2,245 ) 2 %

Share issuance cost ( 2,781 ) 1 % ( 1,543 ) 1 %

Other — — % 3,850 ( 3 )%

Income tax expense (recovery) $ 1,498 ( 1 )% $ ( 3,214 ) 3 %

Foreign exchange differences ( 1,276 ) 1 % 1,373 ( 1 )%

Prior year's adjustments relating to tax provision and tax return ( 815 ) — % 3,356 ( 3 )%

Changes in Valuation Allowance (v) 23,304 ( 12 )% 8,208 ( 7 )%

Other ( 30 ) — % ( 255 ) — %

Income tax (recovery) expense $ ( 3,289 ) 2 % $ 1,498 ( 1 )%

(i) The Company applies the federal tax rate of 25%, which is the federal statutory rate of Canada, net of the general rate reduction.

(ii) The jurisdiction that makes up majority of the tax effect is the province of British Columbia.

(iii) Included tax rate differential of 6 % among the applicable jurisdictions, which resulted in $ 7.0 million of income tax effect on $ 116.0 million net loss before tax in the United States.

(iv) Net income tax payments are nil for Federal and Province of British Columbia, Canada;

nil for Federal and nil for State Tax and Net Profit Tax in Nevada, United States.

(v) For changes in valuation allowances, refer to part (e).

(vi) On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company determined that the OBBBA did not have a material impact on its Financial Statements.

(c) Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

Movement in net deferred tax liabilities:

1 unchanged sentence

Balance at the beginning of year $ 16,401 $ 14,903

Recognized in property, plant and equipment, net — 13,862

Recognized in loss ( 3,289 ) 1,498

1 unchanged sentence

The Company recognizes deferred taxes by taking into account the effects of local enacted tax legislation.

The main factors that the Company considers are historic and expected future taxable income.

Any tax planning that can be implemented to realize the tax assets;

and the nature, amount and timing and reversal of taxable temporary differences.The Company reviews the measurement of its deferred tax assets at each reporting period.

The Company has provided a valuation allowance for certain of its deferred assets where the Company believes it is more likely than not that some portion or all of such assets will not be realized.

Future income is impacted by changes in market gold and silver prices as well as forecasted future costs and expenses to produce gold and silver.

In addition the quantities of minerals, market interest rates also impact future levels of taxable income.

The main factors that the Company considers are historic and expected future taxable income, tax planning that can be implemented to realize the tax assets, and the nature, amount and timing and reversal of taxable temporary differences.

The Company reviews the measurement of its deferred tax assets at each reporting period.

As at December 31, 2025, in order to fully realize all of the deferred income tax assets, majority of which are in respect of net operating losses, the Company will need to generate sufficient future taxable income over the periods in which the deferred tax assets are deductible, and based on the level of historic taxable income, and the reversal of taxable temporary differences, management believes it is more likely than not that some portion or all of such assets will not be realized.

Future income is impacted by changes in market gold and silver prices as well as forecasted future costs and expenses to produce gold and silver reserves.

In addition, the quantities of proven and probable gold and silver reserves, market interest rates and foreign currency exchange rates also impact future levels of taxable income.

Any change in any of these factors will result in an adjustment to the recognition of deferred tax assets to reflect the Company's latest assessment of the amount of deferred tax assets that is probable will be realized.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

The following is the analysis of deferred tax assets (liabilities) presented in the Consolidated Balance Sheets:

3 unchanged sentences

Intercompany interest payable 9,381 7,047

Silver Purchase Agreement liability 7,602 8,009

Gold Prepay liability 8,562 11,383

Gold Prepay embedded derivative 2,610 —

Orion - conversion and change of control rights — 2,438

Silver Purchase Agreement 5,069 6,365

Silver Purchase Agreement embedded derivative 5,503 1,237

Gold Prepay Agreement 2,208 8,562

Gold Prepay Agreement embedded derivative 2,505 2,610

Asset retirement obligation 12,707 11,621

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(d) Tax attribute carryforwards by jurisdiction

operating losses of $ 225.3 million do not expire and $ 12.9 million between 2033 and 2035.

operating losses of $ 295.1 million do not expire and $ 12.9 million expire between 2033 and 2035.

Canadian operating losses of $ 110.3 million expire between 2041 and 2045.

(e) Valuation allowance

A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

December 31, 2025 December 31, 2024

Balance at the beginning of year $ 75,328 $ 46,982

Decreases in balances related to prior year tax positions ( 519 ) —

Increases in balances related to current year tax positions 43,470 31,089

2 unchanged sentences

The valuation allowance for U.S deferred tax assets is $ 67.3 million (2024 - $ 45.9 million) and for Canada is $ 50.1 million (2024 - $ 29.4 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

As at December 31, 2025, the total amount of gross valuation allowance was $ 117.4 million (2024 - $ 75.3 million).

The major driver of the increase in the balance is the current year operating losses.

The utilization of U.S.

net operating loss carryforwards, tax credit carryforwards, and recognized built-in losses may be subject to limitation under the rules regarding a change in stock ownership as determined by the Internal Revenue Code and state tax laws.

Section 382 of the Internal Revenue Code of 1986, as amended.

If the Company experiences an ownership change, an annual limitation would be imposed on certain of the Company’s tax attributes, including net operating losses and certain other losses, credits, deductions or tax basis.

7 unchanged sentences

2020 to 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

RELATED PARTY TRANSACTIONS

The Company had the following transactions with its related parties who have been identified as principal owners.

The Company had the following transactions with its related parties as of December 31, 2024.

During the year ended December 31, 2025 , these entities no longer met the definition of related parties.

Related party debt

(i) The Company entered into convertible loan agreements with both Orion and Sprott (Note 7).

Interest accretion related to the loans are recorded in interest expense (Note 16).

(ii) The Company has a gold prepay and silver purchase agreement with Orion (Note 7).

(i) The Company has Convertible Loans with both Orion and Sprott (Note 6).

Interest accretion related to the loans is recorded in interest expense (Note 14).

(ii) The Company has a Gold Prepay Agreement and Silver Purchase Agreement with Orion (Note 6).

Other liabilities

(i) In connection with the financing package completed in 2021 and subsequent amendments, the company issued warrants to Orion (Note 9).

(i) The Company has issued warrants and has entered into an offtake agreement with Orion (Note 8) (Note 18).

COMMITMENTS AND CONTINGENCIES

At December 31, 2024, the Company has outstanding surety bonds in the amount of $ 132.8 million (2023 - $ 132.8 million) in favor of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting.

This includes surety bonds for the Lone Tree project and the Ruby Hill property.

The surety bonds are secured by restricted cash (Note 5).

At December 31, 2025, the Company has outstanding surety bonds in the amount of $ 137.7 million (December 31, 2024 - $ 132.8 million) in favor of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting.

This includes surety bonds that primarily relate to the Lone Tree property and the Ruby Hill property.

The surety bonds are secured by restricted cash.

The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations.

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In addition, Granite Creek has a 10 % Net Profit Interest ("NPI") royalty calculated on a profit calculation with certain deductions.

These royalties are recorded in cost of gold sold in the amount of $ 2.8 million (2023- $ 1.3 million) .The Company has other royalties committed on properties that are not currently producing.

As at December 31, 2025, these royalties are recorded in cost of gold sold in the amount of $ 4.9 million (December 31, 2024 - $ 2.8 million).

The Company has other royalties committed on deposits that are not currently producing.

Contingent Consideration

On June 14, 2012, Premier USA, through its wholly-owned subsidiary, Au-Reka, acquired a 100 % interest in the Cove portion of the McCoy-Cove Property (the "Cove Deposit") from Victoria Gold Corporation ("Victoria") pursuant to an asset purchase agreement dated June 4, 2012.

In the event of production from the Cove Deposit, the Company will make additional payments to Victoria in the aggregate amount of $ 13.8 million (C$ 20 million).

On June 14, 2012, Premier Gold Mines USA, Inc., through its wholly-owned subsidiary, Au-Reka Gold LLC, acquired a 100 % interest in the Cove portion of the McCoy-Cove Property (the "Cove Deposit") from Victoria Gold Corporation ("Victoria") pursuant to an asset purchase agreement dated June 4, 2012.

In the event of production from the Cove Deposit, the Company will make additional payments to Victoria in the aggregate amount of $ 13.8 million (C$ 20 million), payable in four installments of C$ 5.0 million each of the cumulative production of each of 250,000 , 500,000 , 750,000 and 1,000,000 ounces of gold produced.

Offtake Agreement

In April 2021, the Company entered into an offtake agreement with Orion.

In December 2021, the offtake agreement was amended and restated (as amended, the "Offtake Agreement") whereby the Company will sell up to an aggregate of 40,000 ounces in any calendar year after 2023 until December 31, 2028.

The final purchase price will be a market referenced gold price in US dollars per ounce during a defined quotational period.

In the event that the Company does not produce the annual gold quantity in any given year, the obligation is limited to those ounces actually produced.

The Offtake Agreement is currently owned by Vox Royalty Corp.

New Offtake Agreement

In February 2025, the Company entered into an offtake agreement with Orion (the "Orion Offtake Agreement"), whereby the Company will sell to Orion 20 % of the refined gold and silver produced from the Granite Creek project and Ruby Hill project, commencing December 28, 2028, and ending on December 31, 2034.

The final purchase price will be a market referenced gold price in US dollars per ounce during a defined quotational period.

FINANCIAL INSTRUMENTS

1 unchanged sentence

These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks.

Where material, these risks are reviewed and monitored by the Board of Directors.

Where material, these risks are reviewed and monitored by the Board.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

Carrying amount Fair value Carrying amount Fair value

Warranty liability 1 $ 4,623 $ 4,623 $ 4,467 $ 4,467

Warrant liability - brokered placement

1 $ 18,052 $ 18,052 $ 3,875 $ 3,875

Warrant liability - other

$ 6,065 $ 6,065 $ 748 $ 748

Share based payments 2 $ 6,959 $ 6,959 $ 790 $ 790

1 unchanged sentence

Financial assets and liabilities

Financial assets other than the Company's derivative assets described are carried at amortized cost.

Financial assets other than the Company's derivative instruments described are carried at amortized cost.

The fair value of cash and cash equivalents and receivables approximate their carrying value due to their short-term nature.

Financial liabilities not classified as fair value through the statement of loss are carried at amortized cost.

Financial liabilities not classified as fair value through the statement of operations are carried at amortized cost.

Accounts payable and accrued liabilities approximate their carrying value due to their short term nature.

Share-based payment and warrant liabilities

The share-based payment and warrant liabilities are classified within level 2 of the fair value hierarchy and are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk-free rates and expiry dates including managements assumptions on forfeiture rates.

The warrants issued in connection with the Offering are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and therefore a quoted market price is available.

The warrants issued in connection with the 2024 brokered placement are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and or the NYSE American and therefore a quoted market price is available.

(i) Fair value measurements using significant unobservable inputs (level 3):

The following tables present the changes in level 3 items:

The following table presents the changes in level 3 items:

Convertible Loans

Orion conversion and change of control rights Sprott conversion and change of control rights Silver Purchase Agreement - silver price derivative Gold Prepay - gold price derivative Contingent consideration Deferred consideration

Balance as at January 1, 2024 $ ( 9,028 ) $ ( 1,459 ) $ 1,898 $ ( 1,676 ) $ ( 4,898 )

2 unchanged sentences

Balance as at December 31, 2024 $ ( 336 ) $ ( 33 ) $ ( 7,999 ) $ ( 9,665 ) $ —

Repayment — — — — 5,000 —

Fair value adjustments ( 1,022 ) 33 ( 12,381 ) 387 —

6 unchanged sentences

The Convertible Loans contain conversion and change of control rights that are separately measured at fair each reporting period (level 3).

In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes.

These variables include such inputs as managements estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates.

In determining the fair value at each reporting period, management judgment is required in respect to input variables of the financial model used for estimation purposes.

These variables include such inputs as management's estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates.

Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.

1 unchanged sentence

The Gold Prepay Agreement is recognized as a financial liability at amortized cost and contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (level 3).

In determining the fair value of the embedded derivative at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes.

In determining the fair value of the embedded derivative at each reporting period, management judgment is required in respect to input variables of the financial model used for estimation purposes.

These variables include such inputs as metal prices, metal price volatility, and risk-free borrowing rates.

3 unchanged sentences

one in relation to the embedded silver price within the agreement and the other in relation to the gold substitution option whereby i-80 Gold can choose to deliver gold instead of silver at a ratio of 75 :1, both are measured at fair value each reporting period (level 3).

On initial recognition and at December 31, 2024 and 2023, the gold substitution option did not have any value.

In determining the fair value of the embedded derivatives at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes.

In determining the fair value of the embedded derivatives at each reporting period, management judgment is required in respect to input variables of the financial model used for estimation purposes.

These variables include such inputs as metal prices, metal price volatility, risk-free borrowing rates and the Company's production profile.

As of December 31, 2025, the Company prospectively began using consensus prices along with forward prices in its price forecasts to better represent the fair value measurement estimate.

Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.

Contingent consideration

Contingent consideration related to Granite Creek was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the second quarter of 2024 (Note 9 (vi)).

This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities and market conditions required for each contingent payment would be achieved.

The significant unobservable inputs include such inputs as managements estimate of the probability of a positive production decision related to the Granite Creek Project and managements estimate of the probability of producing the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $ 2,000 per ounce.

The fair value of the contingent consideration was the present value of projected future cash flows using a discount rate of 7.5 %.

Deferred consideration

Deferred consideration related to Ruby Hill was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the fourth quarter of 2023 (Note 9 (vii)).

This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities required for each milestone payment would be achieved.

Management assumed that all milestones would be achieved and the early repayment option would be taken.

The fair value of the deferred consideration was the present value of projected future cash flows using a discount rate of 7.5 %.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

SUBSEQUENT EVENTS

Prospectus offering of common shares

On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$ 0.80 per share for aggregate gross proceeds of the Company of $ 15.6 million (C$ 22.6 million).

On February 28, 2025, in connection with the prospectus offering, the Concurrent Private Placement closed of an aggregate of 1.0 million common shares to certain directors and officers of the Company at a price of C$ 0.80 per share for gross proceeds of $ 0.6 million (C$ 0.8 million).

Convertible Debenture

On February 28, 2025, the Company completed certain amendments to its Convertible Debentures.

The amendments provided for:

(i) the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15 %, converted into US dollars at the Bank of Canada rate on such date;

(ii) the conversion price applicable to the Company’ right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the greater of (x) 85 % of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15 %, converted into US dollars at the Bank of Canada rate on such date;

(iii) that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the debenture holders;

(iv) the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104 % premium of the outstanding principal, along with accrued interest up to the redemption date.

Orion Convertible Loan

On January 31, 2025, the Company completed the amendment and restatement of its Convertible Credit Agreement (A&R Convertible Credit Agreement") with Orion.

As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.

Further to the A&R Convertible Credit Agreement, Orion and i-80 Gold have extended the maturity date of the A&R Convertible Credit Agreement from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement.

Additional security against the Company’s Ruby Hill and Granite Creek projects is required to be put in place by March 31, 2025.

In connection with the extension of the A&R Convertible Credit Agreement, the Company has issued to Orion 5.0 million common share purchase warrants (the “2025 Orion Warrants”) with an exercise price of C$ 1.01 and an expiry date of January 15, 2029.

The 2025 Orion Warrants will be subject to a hold period under applicable Canadian securities laws which will expire four months and one day from the date of issuance.

In addition, i-80 Gold and Orion have agreed to enter into an offtake agreement (the “Offtake Agreement”).

The Offtake Agreement has similar terms to the existing agreement and will commence once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028.

Subsequent to the period ended December 31, 2024, the Company issued 4.3 million c ommon shares under the ATM Program for total gross proceeds of $ 2.5 million .

The ATM Program was effective until the filing of the Company's annual 10-K on March 31, 2025.

Third-party Processing Agreements

The Company finalized its third-party processing agreements in respect with its toll milling as well a ore sales for refractory and oxide material, respectively.

The Agreements remain in effect through to December 31, 2027.

The Company is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027 to allow for all material from the Company's underground mines to be processed at its autoclave facility.

Subsequent to the period, the Company secured the following commitments:

Franco-Nevada Royalty

On February 12, 2026, the Company announced that it entered into a commitment letter with Franco-Nevada for $ 250 million in financing in exchange for a 1.5 % LOM net smelter return royalty, stepping up to a 3.0 % LOM net smelter return royalty on January 1, 2031 (the “Royalty Financing”).

The Royalty Financing is subject to customary closing conditions and is anticipated to be completed on or about March 17, 2026.

The royalty payable to Franco-Nevada pursuant to the Royalty Financing would apply to production from all mineral properties in the portfolio, including Granite Creek, Cove, the Ruby Hill Complex and Lone Tree.

Upon closing of the Financing Package, $ 225 million of the Royalty Financing will be made available to the Company, of which $ 25 million is required to be allocated to the advancement of technical and permitting work for Mineral Point in 2026.

An additional $ 25 million of the Royalty Financing is also expected to be made available to further advance Mineral Point, following the expenditure of the initial disbursement toward the project.

In total, the Financing Package allows the Company to allocate $ 50 million to advance exploration, technical work and permitting activities at Mineral Point.

Gold Prepayment Facility

On February 12, 2026, the Company announced it had secured commitments for a Gold Prepayment facility with National Bank and Macquarie, for an initial advance of $ 150 million at closing, with a $ 100 million accordion feature.

Upon closing, the Company will have access to $ 150 million, with the obligation to deliver 39,978 ounces of gold over a 30 -month period beginning in January 2028.

The accordion feature provides access to an additional $ 100 million for a 24 -month period upon closing of the Facility, subject to customary conditions and lender approval.

Once the Company executes the accordion feature the number of additional gold ounces to be delivered will be determined.

Closing of the Facility is subject to customary closing conditions, including but not limited to, inter-creditor arrangements and is anticipated to be completed by the end of the first quarter of 2026.

Under the terms of the Gold Prepayment the drawdown would require a fully funded base case model following the completion of the recapitalization plan.

Convertible Debentures

On February 11, 2026, the Company confirmed the mailing of a conditional mandatory redemption notice to all holders of the Convertible Debentures which are expected to be redeemed on March 16, 2026 subject to completion of the anticipated net smelter royalty financing.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars, except per share amounts)

New Gold Prepay and Silver Purchase Agreement

On March 31, 2025, the Company entered into a new gold prepay and silver purchase arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 ounces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan.

The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to Orion under its respective Gold Prepay and Silver Purchase and sale agreements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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What changed 10-K

Item 8. Financial Statements and Supplementary Data