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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-04-01 · 99 added, 43 removed, 113 unchanged (56% of the section changed)

2 unchanged sentences

In compliance with the Securities Exchange Act ("SEC"), we have filed certificates signed by the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to be sure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to be sure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were effective and operating at a reasonable assurance level as of December 31, 2025.

26 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information concerning this item is contained in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or, if such definitive Proxy Statement is not filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year, an amendment to this Annual Report filed under cover of Form 10-K.

Related Party Transaction Policy

While the Company has not adopted a formal related party transaction policy, the Corporate Governance and Nominating Committee of the Board is responsible for considering, or presenting to the Board for consideration, any material transaction involving the Company and any “related party” (as defined in applicable laws).

The Corporate Governance and Nominating Committee is also responsible for monitoring any related party transactions and reporting to the Board on a regular basis regarding the status of any related party transaction.

Transactions with Related Persons

Except as set out below, since December 31, 2023, there have been none and there are no currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of the following persons (had or will have a direct or indirect material interest:

• any executive officer, director, or nominee for election as director of the Company;

• any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding Common Shares

• any promoters and control persons;

and any member of the immediate family (including any child, parent, sibling, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and stepchildren and stepparents, and any person sharing the household of such person (other than a tenant or an employee)) of any of the foregoing persons.

Transactions with Related Persons

• Orion or its affiliates is the holder of more than 5% of the Company’s outstanding Common Shares and is party to agreements with the Company.

◦ In 2024, the Company entered into a series of agreements relating to its A&R Gold Prepay agreement, dated September 20, 2023, and Silver Purchase Agreement, dated December 13, 2021, with an affiliate of Orion.

For more information, see Notes 6(iv) and 6(v), respectively, of the Financial Statements for the year ended December 31, 2025, which are incorporated by reference herein.

◦ In January 2025, the Company issued to Orion 5.0 million common share purchase warrants, each with an exercise price of C$1.01.

For more information, see Note 6(i) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

◦ In February 2025, the Company and Orion entered into an offtake agreement.

For more information, see Note 18 of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

◦ On February 11, 2026, Orion consented to the Company’s anticipated financing transactions of a royalty sale for $250 million and a gold pre-payment facility for up to $250 million, and the Company agree to repay and terminate Orion’s Gold Prepay Agreement and convertible credit agreement for an aggregate of $75 million.

• On February 9, 2024, the Company issued 1.6 million Common Shares to Waterton Global Resource Management Inc., a holder of more than 5% of the Company’s outstanding Common Shares at the time, for total gross proceeds of $2.1 million as partial consideration of the contingent value rights payment related to Granite Creek.

For more information, see Note 9(a)(v) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

• Ewan Downie (former director and Chief Executive Officer) purchased C$198,000 of Common Shares in the February 2024 private placement.

For more information, see Note 9(a)(iv) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

• On October 31, 2024, the Company issued 2.1 million Common Shares to Sprott Asset Management USA, Inc., a holder of more than 5% of the Company’s outstanding Common Shares, in connection with the conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.

For more information, see Note 6(ii) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

• Daniel Kaufman (holder more than 5% of the Company’s outstanding Common Shares) and Orion purchased C$3,960,000 of Common Shares and C$1,447,820 of Common Shares, respectively, in the Company’s January 2025 prospectus offering of Common Shares.

For more information, see Note 9(a)(i) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

• Richard Young (Chief Executive Officer and Director) purchased C$500,000 of Common Shares in the Company’s February 2025 private placement of Common Shares.

For more information, see Note 9(a)(i) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

• Richard Young (Chief Executive Officer and Director) purchased $647,500 of units in the Company’s May 2025 private placement.

In addition, Dan Kaufman (holder more than 5% of the Company’s outstanding Common Shares) purchased $10,000,000 of units in the May 2025 private placement.

For more information, see Note 9(a)(ii) of the Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.

Director Independence

The Company currently has nine directors, all of whom, except Mr.

Richard Young, are considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) , the applicable standards of the NYSE American and the rules of the SEC.

The Company’s Board of Directors also determined that all Audit Committee members and all Compensation Committee members satisfy the independence and other qualification standards for such committees established by the SEC and the applicable standards of the NYSE American, as applicable.

In making such determinations, the Company’s Board of Directors considered the relationships that each such non-employee director has with the Company and all other facts and circumstances the Company’s Board of Directors deemed relevant in determining independence.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

5 unchanged sentences

Notice of Articles of i-80 Gold Corp.

dated March 5, 2025

dated March 5, 2025 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Articles of i-80 Gold Corp.

1 unchanged sentence

001-41382) filed with the Securities and Exchange Commission on May 6, 2022)

4.1 D escription of Common Shares

Description of Common Shares (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Convertible Debenture Indenture, dated February 22, 2023, by and among i-80 Gold Corp.

and TSX Trust Company

and TSX Trust Company (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

First Supplemental Indenture to Convertible Debenture Indenture, dated February 28, 2025, by and among i-80 Gold Corp.

and TSX Trust Company

and TSX Trust Company (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Form of Warrant Indenture (incorporated by reference to Exhibit 4.1 to Form 8-K filed May 16, 2025)

Amended and Restated Convertible Credit Agreement, dated January 15, 2025, by and among, inter alios, i-80 Gold Corp.

and OMF Fund III (F) Ltd.

(incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Amending Agreement dated January 31, 2025, to the Amended and Restated Convertible Credit Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (F) Ltd.

dated January 15, 2025

dated January 15, 2025 (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Extension Agreement dated February 14, 2025, in connection with the Amended and Restated Convertible Credit Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (F) Ltd.

dated January 15, 2025 and amended by that certain amending agreement dated January 31, 2025

dated January 15, 2025 and amended by that certain amending agreement dated January 31, 2025 (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Extension Agreement dated March 14, 2025, in connection with the Amended and Restated Convertible Credit Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (F) Ltd.

dated January 15, 2025 and amended by that certain amending agreement dated January 31, 2025

dated January 15, 2025 and amended by that certain amending agreement dated January 31, 2025 (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Form of Warrant Certificate in connection with the Amended and Restated Convertible Credit Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (F) Ltd.

dated January 15, 2025 as amended by that certain amending agreement dated January 31, 2025

dated January 15, 2025 as amended by that certain amending agreement dated January 31, 2025 (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Amended and Restated Gold Prepay Purchase and Sale Agreement dated September 20, 2023, by and among, inter alios, i-80 Gold Corp.

and OMF Fund III (HG) Ltd.

(incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Amending Agreement dated April 25, 2024, to the Amended and Restated Gold Prepay Purchase and Sale Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (HG) Ltd.

dated September 20, 2023

dated September 20, 2023 (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Side Letter Agreement dated June 28, 2024, to the Amended and Restated Gold Prepay Purchase and Sale Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (HG) Ltd.

dated September 20, 2023 and amended by that certain amending agreement dated April 25, 2024

dated September 20, 2023 and amended by that certain amending agreement dated April 25, 2024 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Waiver and Amending Agreement dated December 31, 2024, in connection with the Amended and Restated Gold Prepay Purchase and Sale Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (HG) Ltd.

dated September 20, 2023 and amended by that certain amending agreement dated April 25, 2024 and that certain side letter agreement dated June 28, 2024

dated September 20, 2023 and amended by that certain amending agreement dated April 25, 2024 and that certain side letter agreement dated June 28, 2024 (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Amending Agreement dated as of March 28, 2025, in connection with the Amended and Restated Gold Prepay Purchase and Sale Agreement by and among, inter alios, i-80 Gold Corp., and OMF Fund III (HG) Ltd.

dated September 20, 2023 and amended by those certain amending agreements dated April 25, 2024 and December 31, 2024 and that certain side letter agreement dated June 28, 2024

10.11 Purchase and Sale Agreement (Silver) dated December 13, 2021, among, inter alios, i-80 Gold Corp., OMF Fund III (Hg) Ltd., and other purchaser parties thereto from time to time

dated September 20, 2023 and amended by those certain amending agreements dated April 25, 2024 and December 31, 2024 and that certain side letter agreement dated June 28, 2024 (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.11 Purchase and Sale Agreement (Silver) dated December 13, 2021, among, inter alios, i-80 Gold Corp., OMF Fund III (Hg) Ltd., and other purchaser parties thereto from time to time (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.12 Extension Agreement dated January 12, 2024, in connection with the Purchase and Sale Agreement (Silver) by and among, inter alios, i-80 Gold Corp., OMF Fund III (HG) Ltd.

dated December 13, 2021

dated December 13, 2021 (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.13 Amending Agreement dated April 25, 2024, to the Purchase and Sale Agreement (Silver) by and among, inter alios, i-80 Gold Corp.

and OMF Fund III (HG) Ltd., and other purchaser parties thereto from time to time dated December 13, 2021

and OMF Fund III (HG) Ltd., and other purchaser parties thereto from time to time dated December 13, 2021 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.14 Waiver and Amending Agreement dated December 31, 2024, in connection with the Purchase and Sale Agreement (Silver) by and among, inter alios, i-80 Gold Corp.

and OMF Fund III (HG) Ltd., and other purchaser parties thereto from time to time dated December 13, 2021 and amended by that certain amending agreement dated April 25, 2024

and OMF Fund III (HG) Ltd., and other purchaser parties thereto from time to time dated December 13, 2021 and amended by that certain amending agreement dated April 25, 2024 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.15 Amending Agreement dated March 28, 2025, in connection with the Purchase and Sale Agreement (Silver) by and among, inter alios, i-80 Gold Corp.

and OMF Fund III (HG) Ltd., and other purchaser parties thereto from time to time dated December 13, 2021 and amended by those certain amending agreements dated April 25, 2024 and December 31, 2024

and OMF Fund III (HG) Ltd., and other purchaser parties thereto from time to time dated December 13, 2021 and amended by those certain amending agreements dated April 25, 2024 and December 31, 2024 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.16 Supplementary Terms Agreement dated as of March 31, 2025 between Paycore Minerals Inc.

and National Bank of Canada

and National Bank of Canada (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Executive Employment Agreement, dated November 12, 2024, by and among David Savarie and i-80 Gold Corp.

(incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Executive Employment Agreement, dated April 8, 2021, by and among Ryan Snow and i-80 Gold Corp.

10.19* Executive Employment Agreement, dated A pril 8, 2021 , by and among Matthew Gili and i-80 Gold Corp.

(incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Executive Employment Agreement, dated April 8, 2021, by and among Matthew Gili and i-80 Gold Corp.

(incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

Executive Employment Agreement, dated October 7, 2024, by and among Richard Young and i-80 Gold Corp.

(incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

10.21* i-80 Gold Corp.

1 unchanged sentence

333-280725) filed with the Securities and Exchange Commission on July 9, 2024)

14.1 Code of Business Conduct and Ethics

19.1 Insider Trading Policy

21.1 Subsidiaries of the Registrant

Employment Agreement dated as of April 24, 2025, between Paul Chawrun and i-80 Gold Corp.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed April 25, 2025)

10.23 Underwriting Agreement dated as of May 13, 2025 (incorporated by reference to Exhibit 1.1 to Form 8-K filed May 16, 2025)

14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

23.1 Qualified Person Consent Practical Mining LLC for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Cove Project, Lander County, Nevada effective December 31, 2024” dated March 26, 2025

14 unchanged sentences

for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Ruby Hill Complex, Eureka County, Nevada effective December 31, 2024” dated March 27, 2025

23.10 Qualified Person Consent Montgomery & Associates for report titled “S-K1300 Technical Report Summary, Initial Assessment for the Cove Project, Lander County, Nevada” effective December 31, 2024, dated March 26, 2025

23.11 Qualified Person Consent Paul Gates, PE for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Lone Tree Deposit, Nevada” effective December 31, 2024, dated February 24, 2025

23.12 Qualified Person Consent Brian Arthur, RM-SME for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Lone Tree Deposit, Nevada” effective December 31, 2024, dated February 24, 2025

23.13 Consent of Aaron Amoroso

23.14 Consent of Grant Thornton LLP

11 unchanged sentences

96.4 S-K 1300 Technical Report Summary, Initial Assessment for the Cove Project, Lander County, Nevada effective December 31, 2024 (incorporated by reference to Exhibit 99.4 to the Firm 8-K dated March 31, 2025)

97.1 Compensation Recovery Policy

97.1 Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2025)

*Management contract or compensatory plan or arrangement

# Certain exhibits and schedules or portions thereof are omitted pursuant to Item 601(a)(6) of Regulation S-K.

The Company agrees to provide on a supplemental basis a copy of any omitted schedule, exhibit or portion thereof to the U.S.

Securities and Exchange Commission or its staff upon request

FORM 10-K SUMMARY

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 31, 2025

February 19, 2026

i-80 Gold Corp

1 unchanged sentence

Richard Young

Chief Executive Officer

President & Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Young and Ryan Snow and each of them as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Name Position Date

/s/ Richard Young

Chief Executive Officer & Director March 31, 2025

Richard Young (Principal Executive Officer)

President, Chief Executive Officer & Director

February 19, 2026

Richard Young

(Principal Executive Officer)

/s/ Ryan Snow

Chief Financial Officer March 31, 2025

Ryan Snow (Principal Financial Officer and Principal Accounting Officer)

Chief Financial Officer

February 19, 2026

(Principal Financial Officer and Principal Accounting Officer)

/s/ Ron Clayton

Chairman of the Board of Directors

March 31, 2025

/s/ Eva Bellissimo

Director March 31, 2025

Eva Bellissimo

February 19, 2026

/s/ Michael Jalonen

February 19, 2026

Michael Jalonen

/s/ John Begeman

Director March 31, 2025

February 19, 2026

/s/ John Seaman

Director March 31, 2025

February 19, 2026

/s/ Arthur Einav

Director March 31, 2025

/s/ Christina McCarthy

Director March 31, 2025

Christina McCarthy

February 19, 2026

/s/ Steven Yopps

February 19, 2026

/s/ Cassandra Joseph

Director March 31, 2025

February 19, 2026

Cassandra Joseph

/s/ Ronald Butler Jr.

February 19, 2026

Ronald Butler Jr.

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

What changed 10-K

Item 9A. Controls and Procedures