i-80 Gold Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA I-80 GOLD CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Stated in thousands of United States Dollars, except for share data) (Unaudited) Note June 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 133,691 $ 19,001 Receivables, net 4,670 3,273 Inventory 3 21,811 15,331 Prepaids and deposits 5,129 3,421 Current portion of other assets 1,278 1,278 Total current assets 166,579 42,304 Non-current assets Other assets 1,112 594 Restricted cash 41,312 40,289 Property, plant and equipment, net 4 573,878 572,442 Total non-current assets 616,302 613,325 Total assets $ 782,881 $ 655,629 LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 25,009 $ 26,420 Current portion of long-term debt 5 77,594 37,842 Current reclamation liabilities 1,185 906 Current portion of other liabilities 6 16,743 8,882 Total current liabilities 120,531 74,050 Non-current liabilities Deferred tax liabilities 16,401 16,401 Long-term debt 5 98,218 153,555 Reclamation liabilities 57,941 55,710 Non-current portion of other liabilities 6 26,250 15,249 Total non-current liabilities 198,810 240,915 Total liabilities 319,341 314,965 COMMITMENTS AND CONTINGENCIES 16 EQUITY Common shares, unlimited authorized shares with no par value, 814,697,291 and 409,786,957 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 7 790,183 606,505 Additional paid-in capital 29,595 18,977 Accumulated deficit ( 356,238 ) ( 284,818 ) Total equity 463,540 340,664 Total liabilities and equity $ 782,881 $ 655,629 See accompanying notes to t he Condensed Consolidated Financial Stat ements 5 I-80 GOLD CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Stated in thousands of United States Dollars, except for share data) (Unaudited) Three months ended June 30, Six months ended June 30, Note 2025 2024 2025 2024 Revenue 10 $ 27,836 $ 7,184 $ 41,884 $ 15,597 Cost of sales ( 26,491 ) ( 19,422 ) ( 37,257 ) ( 27,753 ) Depletion, depreciation and amortization 4 ( 547 ) ( 74 ) ( 923 ) ( 451 ) Gross profit (loss) 798 ( 12,312 ) 3,704 ( 12,607 ) Expenses Pre-development, evaluation and exploration 9,045 10,436 18,590 17,710 General and administrative 7,338 5,733 12,328 9,958 Property maintenance 3,166 2,781 7,313 7,103 Loss from operations ( 18,751 ) ( 31,262 ) ( 34,527 ) ( 47,378 ) Other income 11 2,115 6,323 1,129 15,517 Other expense 11 ( 4,884 ) ( 6,923 ) ( 21,124 ) ( 11,278 ) Interest expense 12 ( 8,695 ) ( 8,757 ) ( 16,898 ) ( 16,793 ) Loss before income taxes ( 30,215 ) ( 40,619 ) ( 71,420 ) ( 59,932 ) Deferred tax expense 14 — ( 386 ) — ( 773 ) Net loss and comprehensive loss $ ( 30,215 ) $ ( 41,005 ) $ ( 71,420 ) $ ( 60,705 ) Loss per share Basic and diluted loss per share 8 $ ( 0.05 ) $ ( 0.11 ) $ ( 0.14 ) $ ( 0.18 ) Basic and diluted weighted average shares outstanding 8 608,167,841 361,145,495 520,243,077 333,234,688 See accompanying notes to the Condensed Consolidated Financial Statements 6 I-80 GOLD CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in thousands of United States Dollars) (Unaudited) Three months ended June 30, Six months ended June 30, Note 2025 2024 2025 2024 OPERATING ACTIVITIES Net loss $ ( 30,215 ) $ ( 41,005 ) $ ( 71,420 ) $ ( 60,705 ) Adjustments Depletion, depreciation and amortization 4 951 693 1,694 1,450 Reclamation accretion expense 977 768 1,954 1,536 Share-based payments 1,809 611 2,502 1,141 Non-cash items included in other expense (income) 9 3,718 2,169 21,282 ( 2,236 ) Loss on foreign exchange ( 299 ) ( 450 ) ( 178 ) ( 381 ) Interest expense 7,843 8,312 16,047 16,342 Deferred tax expense — 386 — 773 Reclamation expenditures ( 107 ) ( 238 ) ( 107 ) ( 238 ) Other 14 ( 209 ) 47 ( 290 ) Net change in operating assets and liabilities 9 3,974 4,404 ( 5,857 ) ( 7,174 ) Cash used in operating activities $ ( 11,335 ) $ ( 24,559 ) $ ( 34,036 ) $ ( 49,782 ) INVESTING ACTIVITIES Capital expenditures on property, plant and equipment ( 1,094 ) ( 521 ) ( 1,450 ) ( 1,223 ) Disposal proceeds — 425 — 425 Cash used in investing activities $ ( 1,094 ) $ ( 96 ) $ ( 1,450 ) $ ( 798 ) FINANCING ACTIVITIES Proceeds from shares issued in equity offerings 7 176,476 79,399 195,095 96,455 Principal repayment on Gold Prepay Agreement 5 ( 30,989 ) ( 9,717 ) ( 30,989 ) ( 9,717 ) Principal repayment on Silver Purchase Agreement 5 ( 10,992 ) ( 8,387 ) ( 10,992 ) ( 8,387 ) Net proceeds from New Gold Prepay and Silver Purchase Agreement 5 31,045 — 31,045 — Principal repayment on New Gold Prepay and Silver Purchase Agreement 5 ( 31,045 ) — ( 31,045 ) — Stock option exercises — 309 8 895 Finance fees paid ( 1,759 ) ( 750 ) ( 2,053 ) ( 950 ) Contingent payments — ( 1,436 ) — ( 1,436 ) Other ( 41 ) ( 39 ) ( 58 ) ( 164 ) Cash provided by financing activities $ 132,695 $ 59,379 $ 151,011 $ 76,696 Change in cash, cash equivalents and restricted cash during the period 120,266 34,724 115,525 26,116 Cash, cash equivalents and restricted cash, beginning of period 54,423 52,088 59,290 60,765 Effect of exchange rate changes on cash held 314 451 188 382 Cash, cash equivalents and restricted cash, end of period $ 175,003 $ 87,263 $ 175,003 $ 87,263 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents 133,691 47,812 133,691 47,812 Restricted cash and cash equivalents 41,312 39,451 41,312 39,451 Total cash, cash equivalents, and restricted cash $ 175,003 $ 87,263 $ 175,003 $ 87,263 Supplemental cash flow information [Note 9] See accompanying notes to the Condensed Consolidated Financial Statements 7 I-80 GOLD CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Stated in thousands of United States Dollars, except for share data) (Unaudited) Share Capital Issued and outstanding Note Number of shares Common shares Additional paid-in capital Accumulated deficit Total equity Balance as at December 31, 2023 298,502,335 $ 489,270 $ 19,311 $ ( 163,285 ) $ 345,296 Issued from financing activities 7 13,064,204 17,056 — — 17,056 Shares issued in relation to Granite Creek contingent payments 7 2,727,336 3,564 — — 3,564 Exercise of stock options 7 594,800 1,269 ( 683 ) — 586 Share-based compensation — — 355 — 355 Net loss — — — ( 19,700 ) ( 19,700 ) Balance as at March 31, 2024 314,888,675 $ 511,159 $ 18,983 $ ( 182,985 ) $ 347,157 Issued from financing activities 7 69,698,050 70,543 — — 70,543 Issued on exercise of stock options 7 310,000 659 ( 350 ) — 309 Share-based compensation — — 154 — 154 Net loss — — — ( 41,005 ) ( 41,005 ) Balance as at June 30, 2024 384,896,725 $ 582,361 $ 18,787 $ ( 223,990 ) $ 377,158 Balance as at December 31, 2024 409,786,957 $ 606,505 $ 18,977 $ ( 284,818 ) $ 340,664 Issued from financing activities 7 33,551,854 18,441 — — 18,441 Issued on exercise of stock options 20,000 52 ( 43 ) — 9 Share-based compensation — — 49 — 49 Net loss — — — ( 41,205 ) ( 41,205 ) Balance as at March 31, 2025 443,358,811 $ 624,998 $ 18,983 $ ( 326,023 ) $ 317,958 Issued from financing activities 7 371,000,000 164,948 10,517 — 175,465 Issued on exercise of stock options and settlement of deferred share units 7 338,480 237 — — 237 Share-based compensation — — 95 — 95 Net loss — — — ( 30,215 ) ( 30,215 ) Balance as at June 30, 2025 814,697,291 $ 790,183 $ 29,595 $ ( 356,238 ) $ 463,540 See accompanying notes to the Condensed Consolidated Financial Statements 8 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) 1. NATURE OF OPERATIONS 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 includes the autoclave facilities. 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 and warrants are listed on the New York Stock Exchange ("NYSE American") under the symbols IAUX and IAUX WS, respectively, and on the Toronto Stock Exchange (“TSX”) under the symbols IAU and IAU.WT.U, respectively. Its head office is located in Reno, Nevada. The executive office is located in Toronto, Ontario. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Risks and uncertainties and liquidity As a mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold and silver. The prices of these metals are volatile and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. 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, net, inventories, and certain derivative assets 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. In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements and impacts of global events such as future pandemics could result in material impairment charges related to these assets. These unaudited Condensed Consolidated Financial Statements ("Financial Statements") have been prepared by management on a going concern basis. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon, amongst other factors and assumptions as otherwise detailed herein, its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast substantial doubt as to the Company’s ability to continue as a going concern. These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material. (b) Basis of presentation The Financial Statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. While information and note disclosures normally included in annual financial statements and prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, the Company believes that the information and disclosures included in the Financial Statements are adequate and not misleading. Therefore, this information should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025. Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2024. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. The results for the three and six months ended June 30, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. (c) Recently Issued Accounting Standards 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 the Company plans to adopt this for the Annual Report. 9 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) 3. INVENTORY June 30, 2025 December 31, 2024 Mineralized material in stockpiles and on leach pads $ 16,432 $ 9,634 Work-in-process 3,549 2,133 Finished goods — 195 Materials and supplies 1,830 3,369 Total inventory $ 21,811 $ 15,331 The amount of inventory recognized in cost of sales for the three and six months ended June 30, 2025, was $ 26.5 million and $ 37.3 million, respectively (2024 - $ 19.4 million and $ 27.8 million, respectively). During the three and six months ended June 30, 2025, the Company recognized, within cost of sales, inventory write-downs of $ 3.1 million and $ 4.0 million, respectively, related primarily to Granite Creek mineralized material stockpile (2024 - $ 8.8 million and $ 8.8 million, respectively). 4. PROPERTY, PLANT AND EQUIPMENT, NET June 30, 2025 December 31, 2024 Pre-development and exploration properties (i) $ 363,894 $ 363,228 Buildings, plant and equipment (ii) 204,278 203,137 Construction-in-progress (i) 25,671 24,448 Total 593,843 590,813 Accumulated depreciation 19,965 18,371 Net carrying amounts $ 573,878 $ 572,442 (i) Pre-development, exploration properties and construction-in-progress are not subject to depletion. (ii) Included in buildings, plant and equipment is $ 136.0 million (2024 - $ 136.0 million) not s ubject to depreciation, depletion and amortization. Total d epreciation, depletion and amortization on property, plant and equipment is as follows: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Depreciation, depletion and amortization $ 547 $ 74 $ 923 $ 451 Recorded in pre-development, evaluation and exploration 61 69 75 131 Recorded in general and administrative 41 62 84 124 Recorded in property maintenance 302 488 612 744 Total depletion, depreciation and amortization $ 951 $ 693 $ 1,694 $ 1,450 5. LONG-TERM DEBT 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 Additions and adjustments — 390 — ( 1,777 ) ( 731 ) — ( 2,118 ) Amortization of finance costs 581 — 669 110 26 — 1,386 Principal repayment — ( 4,534 ) — ( 19,843 ) ( 8,508 ) ( 207 ) ( 33,092 ) Finance charge 9,776 1,315 5,841 11,052 3,125 — 31,109 As at December 31, 2024 57,121 5,459 73,450 31,718 23,574 75 191,397 Additions and adjustments ( 1,714 ) — ( 279 ) ( 43 ) ( 43 ) 31,628 29,549 Amortization of finance costs 220 — 404 44 23 — 691 Principal repayment — — — ( 20,332 ) ( 8,759 ) ( 32,091 ) ( 61,182 ) Finance charge 4,894 450 3,068 4,109 2,109 727 15,357 As at June 30, 2025 $ 60,521 $ 5,909 $ 76,643 $ 15,496 $ 16,904 $ 339 $ 175,812 Less current portion 60,521 5,909 — 11,143 — 21 77,594 Long-term portion $ — $ — $ 76,643 $ 4,353 $ 16,904 $ 318 $ 98,218 10 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) Orion Convertible Loan On January 15, 2025, the Company entered into an Amended and Restated Orion Convertible Loan Agreement ("Orion Convertible Loan") with Orion Mine Finance ("Orion"). 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 6) and entered into an offtake agreement with Orion (the “Offtake Agreement”). The Offtake Agreement will commence once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028 (Note 16). 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 bears interest at a rate of 8.0 % annually and matures on June 30, 2026. As at June 30, 2025, total principal and accrued interest was $ 66.5 million. 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. Orion is a related party (Note 15). Sprott Convertible Loan On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. 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 June 30, 2025, total principal and accrued interest was $ 6.1 million. Interest expense is calculated by applying the effective interest rate of 16.10 % to the host liability component. Interest accretion is included in interest expense. Sprott is a related party (Note 15 ). Convertible Debentures On February 22, 2023, the Company closed a private placement offering of $ 65 million principal amount of secured convertible debentures (the "Convertible Debentures") of the Company. 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; and • 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. 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. 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 bear interest at a fixed rate of 8.0 % per annum and will mature on February 22, 2027. As at June 30, 2025, total principal and accrued interest is $ 78.4 million. 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. 11 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) Gold Prepay Agreement In December 2021, the Company entered into a gold prepay agreement with Orion, which was subsequently amended in April 2022 and September 2023. On March 28, 2025, the Company entered into a further amending agreement to the Gold Prepay Purchase and Sale Agreement initially executed on December 13, 2021 (as amended, the "Gold Prepay Agreement") with Orion extending the quarterly gold deliveries due March 31, 2025, to April 7, 2025. During the second quarter of 2025, the Company delivered 9,630 ounces of gold to Orion, 6,420 ounces in satisfaction of the December 31, 2024 and March 31, 2025 quarterly deliveries and 3,210 ounces in satisfaction of the June 30, 2025 quarterly delivery. As of June 30, 2025, the Company had delivered 34,973 ounces of gold towards the Gold Prepay Agreement with Orion, leaving 8,760 ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $ 11.1 million as of June 30, 2025. Interest expense is calculated by applying the effective interest rate of 31.0 % to the host liability component (December 31, 2024 - 31.9 %). Interest accretion is included in interest expense. For the 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. Silver Purchase Agreement In December 2021, the Company entered into a silver purchase and sale agreement with Orion. On March 28, 2025, the Company entered into a further amending agreement to the Silver Purchase and Sale Agreement initially executed on December 13, 2021 (as amended, the "Silver Purchase Agreement" ) with Orion extending the 2024 shortfall amount due March 31, 2025, to April 7, 2025. During the second quarter of 2025, the Company delivered 322,458 ounces of silver to Orion, 318,757 ounces in satisfaction of the 2024 shortfall amount and 3,701 ounces in relation to 2025 annual minimum delivery amount. The 2024 shortfall amount was delivered net of Orion's cash purchase price. The remaining ounces to be delivered under the 2025 annual minimum delivery amount is 96,299 ounces. Interest expense is calculated by applying the effective interest rate of 21.4 % to the host liability component. Interest accretion is included in interest expense. For the 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. 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. The New Gold Prepay and Silver Purchase Agreement contain an early termination make-whole provision and a mandatory prepayment provision, that are considered embedded derivatives by the Company and measured at fair value. The early termination make-whole provision and mandatory prepayment provision are classified as financial liabilities and not separated from the host liability component as they have been deemed to be closely related. 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 above. 6. OTHER LIABILITIES June 30, 2025 December 31, 2024 Warrant liability (i) $ 5,884 $ 4,623 Share-based payment liability (ii) 2,910 790 Orion - Conversion and change of controls rights (iii) 1,032 336 Sprott - Conversion and change of controls rights (iii) 10 33 Gold Prepay Agreement embedded derivative (iv) 9,682 9,665 Silver Purchase Agreement embedded derivative (v) 15,245 7,999 Deferred revenue (vi) 7,102 — Lease liability 1,128 685 Total other liabilities 42,993 24,131 Less current portion 16,743 8,882 Long-term portion $ 26,250 $ 15,249 12 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) (i) Warrant liability Issue date Expiry date Exercise Price (C$) Number of warrants June 30, 2025 December 31, 2024 Brokered placement 5/1/2024 5/1/2028 2.15 34,849,025 $ 3,576 $ 3,875 Orion warrants 12/13/2021 12/13/2025 3.28 5,500,000 10 336 Orion warrants 9/20/2023 9/20/2026 3.17 3,750,000 477 290 Orion warrants 1/24/2024 1/24/2028 2.72 500,000 91 63 Orion warrants 1/15/2025 1/15/2029 1.01 5,000,000 1,730 — 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 $ 5,884 $ 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 three and six months ended June 30, 2025, the Company recorded a gain of $ 0.7 million and $ 0.3 million, respectively (2024 - gain of $ 1.6 million and $ 4.3 million, respectively) (Note 11). 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 with the following assumptions: June 30, 2025 December 31, 2024 Risk-free rate 2.64 % to 2.79 % 2.85 % to 3.14 % Warrant expected life 6 to 43 months 2 to 37 months Expected volatility 84 % to 123 % 86 % to 232 % On January 15, 2025, the Company issued common share purchase warrants in connection with the amendments to the Orion Convertible Loan ( Note 5). (ii) Share-based payment liability The Company recognized a share-based payment liability of $ 2.9 million at June 30, 2025 (December 31, 2024 - $ 0.8 million) under the Company's restricted and deferred share unit plans. The current portion of the liability is $ 0.6 million at June 30, 2025 (December 31, 2024 - $ 0.2 million). (iii) Conversion and change of control right The Orion Convertible Loan and Sprott Convertible Loan (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 17). 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 June 30, 2025, none of the features were exercised. The Orion Convertible Loan derivative financial liability was recorded at $ 1.0 million at June 30, 2025 (December 31, 2024 - $ 0.3 million). For the three and six months ended June 30, 2025, the Company recorded a fair value gain of $ 0.7 million and loss of $ 0.7 million, respectively (2024 - gain of $ 2.6 million and $ 7.9 million, respectively) related to the valuation of the embedded derivatives through the statement of loss. The Sprott Convertible Loan derivative financial liability was recorded at $ 0.01 million at June 30, 2025 (December 31, 2024 - $ 0.03 million). For the three and six months ended June 30, 2025, the Company recorded a fair value gain of $ 0.01 million and $ 0.02 million, respectively (2024 - gain of $ 0.4 million and $ 1.3 million, respectively) related to the valuation of the embedded derivatives through the statement of loss. (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 5 and Note 17). The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and six months ended June 30, 2025, the Company recorded a fair value gain of $ 8.2 million and loss of $ 0.02 million, respectively (2024 - loss of $ 1.4 million and $ 4.9 million, respectively) related to the valuation of the embedded derivative through the statement of loss (Note 11). As of June 30, 2025, the current portion of the Gold Prepay Agreement embedded derivative liability was $ 7.3 million . 13 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) (v) Silver Purchase Agreement embedded derivative The financial liability represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement (Note 5 and Note 17). The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and six months ended June 30, 2025, the Company recorded a fair value gain of $ 0.2 million and $ 7.2 million loss, respectively ( 2024 - loss of $ 4.4 million and $ 5.3 million, respectively) related to the valuation of the embedded derivative through the statement of loss (Note 11). As of June 30, 2025, the current portion of the Silver Purchase Agreement embedded derivative liability was $ 0.7 million . (vi) Deferred revenue On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc. Under this agreement, the Company received a prepayment of 3,600 ounces of gold, for $ 12.0 million totaling $ 11.6 million in net proceeds. As at June 30, 2025, the Company has delivered 1,454 ounces, totaling $ 4.9 million recorded in revenue with 2,146 ounces remaining to be delivered in the amount of $ 7.1 million. The remaining portion is expected to be delivered during the third quarter. 7. COMMON SHARES (a) Issued share capital: Note Number of shares Amount Balance as at December 31, 2023 298,502,335 $ 489,270 Shares issued in private placement (iv) 13,064,204 17,056 Shares issued in relation to Granite Creek contingent payments (v) 2,727,336 3,564 Shares issued in brokered placement (vi) 69,698,050 70,543 Exercise of warrants and stock options 904,800 1,928 Balance as at June 30, 2024 384,896,725 $ 582,361 Balance as at December 31, 2024 409,786,957 $ 606,505 Shares issued in private placement (i) 29,210,464 16,015 Shares issued in ATM Program (iii) 4,341,390 2,426 Shares issued in private placement (ii) 25,240,000 11,790 Shares issued in relation to brokered placement (ii) 345,760,000 153,158 Exercise of stock options 20,000 52 Shares issued from settlement of DSUs 338,480 237 Balance as at June 30, 2025 814,697,291 $ 790,183 (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 $ 162.7 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. (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. The ATM Program expired on March 31, 2025. During the first quarter of 2025, the Company issued 4.3 million c ommon shares under the ATM Program for total gross proceeds of $ 2.5 million. 14 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) (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). Certain directors and/or officers of the Company subscribed for C$ 0.3 million in common shares under the private placement. Transaction costs incurred of $ 0.4 million are presented as a reduction to share capital. (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. (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. (b) Share-based payments During the three months ended June 30, 2025, the Company granted 6,090,849 restricted share units ("RSU") and 1,494,948 deferred share units ("DSU)" to its employees and directors (six months ended June 30, 2025 - 6,090,849 RSUs and 1,586,376 DSUs). During the three months ended June 30, 2025, the Company issued 3,339,000 performance share units ("PSU") pursuant to its Omnibus Share Incentive Plan which vest after 3 years from the grant date. The awards have a performance multiplier from 0 % to 200 % based upon the Company's total shareholder return relative to the performance of an exchange traded fund. The Company used a Monte-Carlo simulation and determined the fair value of each award to be $ 0.69 . 8. BASIC AND DILUTED LOSS PER SHARE 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. The calculation of basic and diluted loss per share is as follows: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Net loss $ ( 30,215 ) $ ( 41,005 ) $ ( 71,420 ) $ ( 60,705 ) Basic and diluted weighted average shares outstanding 608,167,841 361,145,495 520,243,077 333,234,688 Basic and diluted loss per share $ ( 0.05 ) $ ( 0.11 ) $ ( 0.14 ) $ ( 0.18 ) Convertible Debentures and Convertible Loans of 71,703,563 , stock options of 9,189,418 , PSU s of 6,678,000 and warrants of 235,099,025 (Note 6 (i), Note 7 (ii)) were excluded from the computation of diluted weighted average shares outstanding for the three and six months ended June 30, 2025 as their effect would be anti-dilutive. 9. SUPPLEMENTAL CASH FLOW INFORMATION (i) The following table summarizes the changes in operating assets and liabilities: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Receivables $ ( 2,313 ) $ ( 1,638 ) $ ( 1,369 ) $ 602 Prepaids and deposits ( 1,341 ) ( 1,069 ) ( 1,707 ) ( 242 ) Inventory 2,152 4,645 ( 6,412 ) ( 1,820 ) Accounts payable and accrued liabilities ( 1,627 ) 2,466 ( 3,472 ) ( 5,714 ) Deferred revenue 7,103 — 7,103 — Net change in operating assets and liabilities $ 3,974 $ 4,404 $ ( 5,857 ) $ ( 7,174 ) 15 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) (ii) The following table summarizes non-cash items included in other income: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Gain on fair value measurement of warrant liability $ 709 $ 1,645 $ 275 $ 4,275 Gain (loss) on fair value measurement of Convertible Loans 765 3,030 ( 673 ) 9,145 Loss on Gold Prepay Agreement ( 2,412 ) ( 2,478 ) ( 10,674 ) ( 5,976 ) Loss on Silver Purchase Agreement ( 1,986 ) ( 4,445 ) ( 9,461 ) ( 5,302 ) Other ( 794 ) 79 ( 749 ) 94 Total non-cash items included in other (expense) income $ ( 3,718 ) $ ( 2,169 ) $ ( 21,282 ) $ 2,236 10. REVENUE Revenue by product Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Gold and silver $ 18,071 $ 3,896 $ 25,931 $ 9,111 Mineralized material 9,765 3,288 15,953 6,486 Total $ 27,836 $ 7,184 $ 41,884 $ 15,597 Revenue by customer At June 30, 2025, the Company had one customer that made up 98 % of trade receivable (2024 - 92 % 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. During the three and six months ended June 30, 2025 and three and six months ended June 30, 2024 all revenues were in the United States. The following table represents sales to individual customers representing greater than 10% of the Company's revenue: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Customer 1 $ 15,783 $ 2,706 $ 22,301 $ 7,000 Customer 2 $ 9,765 $ 3,473 $ 15,952 $ 6,746 Customer 3 $ — $ 1,149 $ — $ 1,969 16 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) 11. OTHER EXPENSE AND OTHER INCOME Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Loss on Gold Prepay Agreement $ ( 2,412 ) $ ( 2,478 ) $ ( 10,674 ) $ ( 5,976 ) Loss on Silver Purchase Agreement ( 1,986 ) ( 4,445 ) ( 9,461 ) ( 5,302 ) Loss on fair value measurement of Convertible Loans — — ( 673 ) — Other ( 486 ) — ( 316 ) — Total other expense $ ( 4,884 ) $ ( 6,923 ) $ ( 21,124 ) $ ( 11,278 ) Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Gain on fair value measurement of warrant liability $ 709 $ 1,645 $ 275 $ 4,275 Gain on fair value measurement of Convertible Loans 765 3,030 — 9,145 Gain on foreign exchange 295 449 168 380 Interest income on restricted cash 346 429 686 915 Other — 770 — 802 Total other income $ 2,115 $ 6,323 $ 1,129 $ 15,517 12. INTEREST EXPENSE Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Interest accretion on Convertible Loans $ 2,705 $ 2,722 $ 5,344 $ 5,324 Interest accretion on Gold Prepay Agreement 1,639 3,026 4,109 5,842 Interest accretion on Silver Purchase Agreement 864 792 2,109 1,703 Interest accretion on Convertible Debentures 1,564 1,415 3,068 2,802 Interest accretion on long-term debt 727 — 727 — Amortization of finance costs 344 357 691 671 Finance expense 521 — 521 — Other interest expense 331 445 329 451 Total interest expense $ 8,695 $ 8,757 $ 16,898 $ 16,793 13. SEGMENTED INFORMATION 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. The CODM uses adjusted loss from operations to evaluate each operation's financial performance. The Corporate and other segment relates to the corporate administration function and includes other non pre-development properties in total assets. Inter-segment expenses and expense recoveries are not eliminated and shown in the respective segment. The results from operations for these reportable segments are summarized in the following tables: Six months ended June 30, 2025 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total Revenue $ 28,422 $ 3,678 $ 9,784 $ — $ — $ 41,884 Costs applicable to sales 1 ( 30,386 ) ( 2,808 ) ( 2,306 ) — — Pre-development, evaluation and exploration ( 9,719 ) ( 5,089 ) ( 33 ) ( 3,721 ) ( 28 ) Property maintenance ( 276 ) ( 1,356 ) ( 4,918 ) ( 407 ) ( 356 ) Adjusted loss from operations ( 11,959 ) ( 5,575 ) 2,527 ( 4,128 ) ( 384 ) ( 19,519 ) Unallocated expenses: Depletion, depreciation and amortization ( 923 ) Royalties ( 1,757 ) General and administrative ( 12,328 ) Loss from operations $ ( 34,527 ) 17 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) Six months ended June 30, 2024 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total Revenue $ 6,487 $ 2,127 $ 6,983 $ — $ — $ 15,597 Costs applicable to sales 1 ( 20,894 ) ( 2,241 ) ( 3,000 ) — — Pre-development, evaluation and exploration ( 12,115 ) ( 713 ) ( 45 ) ( 4,615 ) ( 222 ) Property maintenance ( 378 ) ( 1,009 ) ( 4,907 ) ( 501 ) ( 308 ) Adjusted loss from operations ( 26,900 ) ( 1,836 ) ( 969 ) ( 5,116 ) ( 530 ) ( 35,351 ) Unallocated expenses: Depletion, depreciation and amortization ( 451 ) Royalties ( 1,618 ) General and administrative ( 9,958 ) Loss from operations $ ( 47,378 ) Three months ended June 30, 2025 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total Revenue $ 19,727 $ 2,288 $ 5,821 $ — $ — $ 27,836 Costs applicable to sales 1 ( 22,067 ) ( 1,726 ) ( 1,484 ) — — — Pre-development, evaluation and exploration ( 5,949 ) ( 1,898 ) ( 10 ) ( 1,174 ) ( 14 ) — Property maintenance ( 130 ) ( 519 ) ( 2,170 ) ( 194 ) ( 153 ) — Adjusted loss from operations ( 8,419 ) ( 1,855 ) 2,157 ( 1,368 ) ( 167 ) ( 9,652 ) Unallocated expenses: Depletion, depreciation and amortization ( 547 ) Royalties ( 1,214 ) General and administrative ( 7,338 ) Loss from operations $ ( 18,751 ) Three months ended June 30, 2024 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total Revenue $ 3,288 $ 1,214 $ 2,682 $ — $ — $ 7,184 Costs applicable to sales 1 ( 15,988 ) ( 1,373 ) ( 1,705 ) — — — Pre-development, evaluation and exploration ( 7,634 ) ( 296 ) ( 37 ) ( 2,343 ) ( 126 ) — Property maintenance ( 144 ) ( 513 ) ( 1,714 ) ( 248 ) ( 162 ) — Adjusted loss from operations ( 20,478 ) ( 968 ) ( 774 ) ( 2,591 ) ( 288 ) ( 25,099 ) Unallocated expenses: Depletion, depreciation and amortization ( 74 ) Royalties ( 356 ) General and administrative ( 5,733 ) Loss from operations $ ( 31,262 ) ____________________________ 1 Cost of sales excluding depletion, depreciation, amortization, and royalties As at June 30, 2025 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total Capital expenditures $ 1,491 $ 911 $ 661 $ — $ — $ 3,063 Total assets $ 120,905 $ 119,130 $ 260,980 $ 53,788 $ 228,078 $ 782,881 As at December 31, 2024 Granite Creek Ruby Hill Lone Tree Cove Corporate and other Total Capital expenditures $ 1,138 $ 407 $ 762 $ — $ — $ 2,307 Total assets $ 115,414 $ 117,277 $ 259,689 $ 53,412 $ 109,837 $ 655,629 18 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) 14. INCOME TAXES The components of income tax expense are as follows: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 United States $ — $ ( 386 ) $ — $ ( 773 ) Deferred tax expense $ — $ ( 386 ) $ — $ ( 773 ) Total income tax expense $ — $ ( 386 ) $ — $ ( 773 ) The components of loss before income taxes are as follows: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 United States $ ( 13,941 ) $ ( 26,859 ) $ ( 25,937 ) $ ( 39,261 ) Canada ( 16,274 ) ( 13,760 ) ( 45,483 ) ( 20,671 ) Loss before income taxes $ ( 30,215 ) $ ( 40,619 ) $ ( 71,420 ) $ ( 59,932 ) 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 does not anticipate OBBBA will have a material impact on its Financial Statements. 15. RELATED PARTY TRANSACTIONS The Company had the following transactions with its related parties who have been identified as principal owners during the three and six month ended June 30, 2025. Related party debt (i) The Company entered into Convertible Loans with both Orion and Sprott (Note 5). Interest accretion related to the loans are recorded in interest expense (Note 12). (ii) The Company entered into a Gold Prepay Agreement and Silver Purchase Agreement with Orion (Note 5). Other liabilities (i) The Company has issued warrants and has entered into an offtake agreement with Orion (Note 6) (Note 16). 16. COMMITMENTS AND CONTINGENCIES Surety bonds At June 30, 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 for the Lone Tree project 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. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure. Royalties The Company pays Net Smelter Return ("NSR") royalties on its Granite Creek property at a rate of 1 - 5 % and on its Ruby Hill property at a rate of 3 % on revenues. In addition, Granite Creek has a 10 % Net Profit Interest ("NPI") royalty calculated on a profit calculation with certain deductions. As at June 30, 2025, these royalties are recorded in cost of gold sold in the amount of $ 1.8 million (June 30, 2024 - $ 1.6 million). The Company has other royalties committed on properties that are not currently producing. 19 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) Contingent Consideration 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 The Company entered into an Offtake Agreement with Orion in February 2025 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 to be paid by Orion will be, at Orion’s option, a market referenced gold price in US dollars per ounce during a defined pricing period before and after the date of each sale. 17. FINANCIAL INSTRUMENTS The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. 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. (a) Fair value accounting The fair value hierarchy prioritizes the input to valuation techniques used to measure fair values as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The following table presents financial instruments measured at fair value on a recurring basis within the fair value hierarchy for level 1 and 2 financial instruments: June 30, 2025 December 31, 2024 Level Carrying amount Fair value Carrying amount Fair value Warrant liability 1 $ 3,576 $ 3,576 $ 3,875 $ 3,875 Warrant liability 2 2,308 2,308 748 748 Share based payments 2 $ 2,910 $ 2,910 $ 790 $ 790 The Company calculates fair values based on the following methods of valuation and assumptions for level 1 and level 2: Financial assets and liabilities Financial assets other than the Company's derivative assets 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. 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 2024 and 2025 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. 20 Table of Contents NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in thousands of United States Dollars, except per share amounts) (Unaudited) (i) Fair value measurements using significant unobservable inputs (level 3): The following tables present 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 Balance as at January 1, 2024 $ ( 9,028 ) $ ( 1,459 ) $ 1,898 $ ( 1,676 ) $ ( 4,898 ) Repayment — — — — 5,000 Fair value adjustments 8,692 1,426 ( 9,897 ) ( 7,989 ) ( 102 ) Balance as at December 31, 2024 $ ( 336 ) $ ( 33 ) $ ( 7,999 ) $ ( 9,665 ) $ — Fair value adjustments ( 696 ) 23 ( 7,246 ) ( 17 ) — Balance as at June 30, 2025 $ ( 1,032 ) $ ( 10 ) $ ( 15,245 ) $ ( 9,682 ) $ — The Company's derivative instruments are described in the level 1, 2 and 3 tables in this note. The Company calculates fair values based on the following methods of valuation and assumptions for level 3 financial instruments as follows: Convertible Loans 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. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations. Gold Prepay Agreement 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. These variables include such inputs as metal prices, metal price volatility, and risk-free borrowing rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations. Silver Purchase Agreement The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives; 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 June 30, 2025 and December 31, 2024, 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. These variables include such inputs as metal prices, metal price volatility, risk-free borrowing rates and the Company's production profile. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations. 21