Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Company Overview
i-80 Gold Corp. (the "Company", "i-80 Gold") is a Nevada-focused growth-oriented gold and silver mining company engaged in the exploration and extraction of gold and silver. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located on some of Nevada's most prolific gold-producing trends. The Company's wholly owned principal assets, which are at various stages of permitting, construction, and technical studies, include the Granite Creek property, the Ruby Hill property, the Lone Tree property containing a processing facility, the Cove property, and the FAD property.
The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada. The Company’s common shares and warrants are listed on the NYSE American under the symbols IAUX and IAUX.WS, respectively and on the TSX under the symbols IAU, IAU.WT and IAU.WT.U respectively. The Company’s head office is located in Reno, Nevada, United States ("US"). The Company also has an executive office located in Toronto, Ontario, Canada.
Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.
Operational and Financial Highlights
Three months ended
June 30, Six months ended
June 30,
2025 2024 2025 2024
Revenue $000s 27,836 7,184 41,884 15,597
Net loss $000s (30,215) (41,005) (71,420) (60,705)
Loss per share
$/share
(0.05) (0.11) (0.14) (0.18)
Cash flow used in operating activities
$000s (11,335) (24,559) (34,036) (49,782)
Cash and cash equivalents $000s 133,691 47,812 133,691 47,812
Drilling
ft
8,717 48,796 23,479 40,487
Gold ounces sold 1
oz 8,400 3,445 13,352 7,506
Average realized gold price 2
$/oz
3,301 2,337 3,124 2,188
Three months ended June 30, 2025
• Revenue totaled $27.8 million for the quarter compared to $7.2 million in the prior year period primarily driven by higher gold ounces sold 1 at Granite Creek and Lone Tree and a higher average realized gold price 2 .
• Gold sales 1 for the quarter totaled 8,400 ounces at an average realized gold price 2 of $3,301 per ounce compared to gold sales 1 of 3,445 ounces at an average realized gold price 2 of $2,337 per ounce in the prior year period.
• Loss per share of $0.05 for the quarter improved compared to $0.11 loss per share in the prior year quarter primarily due to an increase in gross profit of $13.1 million.
• Cash used in operating activities for the quarter was $11.3 million, compared to $24.6 million in the prior year period due to an increase in gross profit.
• Executed financing initiatives in support of the Company’s broader recapitalization plan, including a bought deal public offering to which the Company issued 345.8 million units for gross proceeds of $172.9 million (net proceeds of $162.7 million) and a private placement of 25.2 million units for gross proceeds of $12.6 million (net proceeds of $12.5 million).
• Cash balance of $133.7 million as at June 30, 2025, an increase of $120.2 million compared to March 31, 2025 primarily due to net proceeds received from the bought deal public offering and private placement, partially offset by the gold and silver deliveries under the prepay instruments of $31.0 million and $11.0 million, respectively.
• Completed 8,717 feet of core drilling during the three months ended June 30, 2025 at the Mineral Point open pit project on the Ruby Hill property and Granite Creek underground to enhance mineral resource definition and support future technical studies.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
22
Six months ended June 30, 2025
• Revenue totaled $41.9 million compared to $15.6 million in the comparative prior year period due to higher gold ounces sold and a higher average realized gold price 2 .
• Gold sales 1 totaled 13,352 ounces for the year at an average realized gold price 2 of $3,124 per ounce, compared to gold sales of 7,506 ounces at an average realized gold price 2 of $2,188 per ounce in the prior year period.
• Cash used in operating activities was $34.0 million improved from the prior year period primarily due to higher gross profit.
• Loss per share of $0.14 per share improved from $0.18 loss per share in the comparative prior year period.
• As at June 30, 2025, cash balance was $133.7 million, an increase of $114.7 million from December 31, 2024 due to proceeds from the brokered and private placement, partially offset by cash used in operating activities and gold and silver deliveries under the prepay instruments of $31.0 million and $11.0 million, respectively.
• 23,479 feet of core and reverse circulation drilling completed with multiple positive results to expand mineralization further and improve resource definition at the Cove project, Granite Creek underground project, and the Mineral Point open pit project within the Ruby Hill property.
• Filed Preliminary Economic Assessments/Initial Assessments ("PEA"s) as Technical Reports for all five gold projects in support of the Company’s new development plan, which outlines a combined net present value of approximately $1.6 billion based on a $2,175 per ounce gold price.
Strategy Overview
i-80 Gold is executing a new multi-asset development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing the Company’s three high-grade underground mines and the refurbishment and eventual commissioning of the Lone Tree autoclave, which will serve as a central processing hub for underground refractory material. Development of the Company’s two large, open pit oxide projects is expected to follow to support the target of a long-term production growth profile of more than 600,000 3 ounces of annual gold production. All of the Company's properties are currently considered to be in exploration stage as no reserves have been established.
In support of the development plan, the Company released PEAs in the first quarter of 2025 for all five gold core projects. These PEAs outlined a clear and phased path to production and cash flow growth. Permitting, technical studies, and development work are actively being advanced across all five gold projects, as well as the Lone Tree processing facility, in support of upcoming feasibility studies.
Phase one of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in this phase is the refurbishment and commissioning of the wholly owned Lone Tree autoclave to unlock the full value of the Company’s underground mines. Once commissioned, Lone Tree enables processing of underground material to shift from third-party toll-milling to owner-operated processing in 2028. Average annual gold production is expected to increase to a range of between 150,000 to 200,000 ounces of gold in phase one 3 .
Phase two of the development plan focuses on bringing two additional projects into operation: Cove, the third planned underground mine, and Granite Creek open pit. Mineralized material from Cove is expected to be processed at the Lone Tree facility beginning in 2029. With four producing assets planned, average annual production is expected to increase to a range of between 300,000 to 400,000 ounces of gold in 203 1 3 , representing a significant step in i-80 Gold’s transition to a mid-tier producer.
Phase three is anchored by the target to start production at Mineral Point open pit, which is expected to become the Company’s largest producing asset and projected to help the Company achieve its target of average annual gold production beyond 600,000 ounces in the early 2030s 3 .
Recapitalization Plan
Alongside the development plan, the Company continues to execute on a recapitalization strategy focused on strengthening the balance sheet and funding its growth plans. 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 offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers 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 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. If fully exercised, the warrants could provide the Company with up to approximately $130 million in additional proceeds.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
3 Consolidated production estimates and average annual production targets include the Cove Project, Archimedes Underground Project, Mineral Point Open Pit Project, Granite Creek Underground Project, and Granite Creek Open Pit Project and are based on the most recent life-of-mine production schedules disclosed in the latest technical studies filed for each respective project and related property. These anticipated production figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and which are not mineral reserves. In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves. As such, there is no certainty that the production targets will be realized. The production target is also pending the completion of the autoclave refurbishment class 3 engineering study (where a series of trade-off scenarios will be considered comparing full autoclave refurbishment to alternate toll milling and ore purchase agreement options that could potentially be available), Board approval, and the successful funding, development, and commissioning of the Company’s Lone Tree autoclave processing facility. The production target presented herein is a Company goal and not a projection of results and should not be taken as production guidance.
23
The Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay Agreement and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 and settled the deliveries on April 2, 2025 with Orion Mine Finance ("Orion") by entering into a New Gold Prepay and Silver Purchase Agreement with National Bank with deliveries of 6,864 ounces of gold and 345,549 ounces of silver by September 30, 2025. This arrangement was settled in May with the proceeds from the equity raise. Through to mid-2026, approximately $92 million is expected to be allocated to fund construction activities, drilling, permitting, and technical studies across all five core projects including the Lone Tree autoclave processing facility, all part of the development plan.
The Company is actively working to secure the balance of required capital to execute the development plan and is in discussions with several parties regarding additional financing options. These potential options include debt facilities, as well as a royalty sale, and the sale of its FAD property, which is a non-core asset. Management aims to complete the balance of its recapitalization plan by mid-2026, aligning with the date of maturity of the Orion Convertible Loan.
Outlook
1
The Company expects to extract bet w een 30,000 to 40,000 ounces 1 of gold in 2025. Granite Creek underground is expected to contribute between 20,000 to 30,000 ounces 1 of gold, and the Company’s two residual heap leach operations are expected to contribute approximately 10,000 ounces of gold in 2025.
To advance development plans, three areas of growth expenditures over the next three years were outlined in the PEAs filed for all five projects in March 2025. These growth expenditures ranked from highest priority are: (i) advancing permitting activities, (ii) feasibility studies, and (iii) development work at Archimedes underground. For 2025, the growth expenditures are expected to total between $40 million to $50 million.
This outlook, including expected results and targets, is subject to various risks, uncertainties and assumptions, which may impact future performance and the Company’s ability to achieve the results and targets discussed in this section. Please refer to "Forward Looking Statements" section. The Company may, but is under no obligation to, update this outlook depending on changes in metal prices and other factors.
Financing Overview
Three months ended June 30, 2025
Working Capital Facility
On April 29, 2025, the Company finalized a master purchase and sale agreement with Auramet International, Inc. Under this agreement, the Company received the 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 with 2,146 ounces remaining to be delivered in the amount of $7.1 million.
Bought Deal Offering and Private Placement
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. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit is comprised of one common share and one-half of one common share purchase warrant.
New Gold Prepay and Silver Purchase Agreement
In May 2025, the Company fully repaid the New Gold Prepay and Silver Purchase Agreement with National Bank.
Six months ended June 30, 2025
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 approximately $15.6 million (C$22.6 million).
On February 28, 2025, in connection with the prospectus offering, the Company closed a private placement 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 approximately $0.6 million (C$0.8 million).
Convertible Debentures
On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to its Convertible Debenture Indenture dated February 22, 2023 (the "Indenture"). The amendments provided:
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%).
24
• 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’s 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;
• 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.
Orion Convertible Loan
On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement ("Orion Convertible Loan") with an affiliate of 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 Orion Convertible Loan, Orion and i-80 Gold have extended the maturity date by six months 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 on March 31, 2025. In connection with the extension of the Orion Convertible Loan, the Company has issued to Orion 5 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.
In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Offtake Agreement”). The Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028.
ATM Program
During the first quarter of 2025, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds o f $2.5 million . Since inception the Company issued a total of 26.7 million common shares under the ATM Program for total gross proceeds of $25.1 million. The ATM Program expired on March 31, 2025.
New Gold Prepay and Silver Purchase Agreement
On Ma rch 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with National Bank under which National Bank purchased approximately 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 March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The New Gold Prepay and Silver Purchase Agreement was fully repaid during May 2025.
Completed PEAs for Five Gold Projects
During the first quarter of 2025, the Company issued five press releases highlighting the economic and operating results from PEAs completed for five gold projects. The updated PEAs, filed at the end of the first quarter, demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate and new development plan. Technical reports for each project were filed in accordance with Subpart 1300 of Regulation S-K ("S-K 1300) and Item 601 of Regulation S-K in the United States and in accordance with National Instrument 43-101 Standards for Disclosure of Mineral Projects in Canada ("NI 43-101").
Third-party Processing Agreements
In March 2025, the Company finalized third-party processing agreements in respect of toll milling for refractory material as well as ore sales for oxide material. 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.
25
DISCUSSION OF OPERATIONAL RESULTS
The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. The Company continued to advance its gold properties which are currently at various stages of redevelopment following successful exploration programs at each of the four properties.
Granite Creek Property
The Granite Creek property includes the Granite Creek underground project, a fully permitted, constructed and operating mine and the Granite Creek open pit oxide deposit adjacent to the underground project, currently in early-stage permitting. The Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output.
Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time. The Granite Creek property is comprised of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, approximately 27 miles northeast of Winnemucca, within Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit).
Granite Creek Property Three months ended
June 30, Six months ended
June 30,
Operational Statistics
2025
2024
2025 2024
Oxide mineralized material mined tonnes 24,074 16,314 39,397 25,778
Sulfide mineralized material mined tonnes 11,201 3,196 25,844 6,434
Total oxide and sulfide mineralized material mined tonnes 35,275 19,510 65,241 32,212
Oxide mineralized material mined grade g/t
11.38 11.49 11.74 12.23
Sulfide mineralized material mined grade g/t
7.43 10.08 7.93 9.23
Low-grade mineralized material mined 1
tonnes 16,173 14,033 39,019 25,748
Low-grade mineralized material grade 1
g/t
3.03 3.18 2.88 3.35
Waste mined tonnes 31,947 42,849 59,409 75,802
Total material mined
tonnes 83,395 76,392 163,669 133,762
Processed mineralized material - sulphide
tonnes 7,014 4,702 7,014 4,702
Processed mineralized material - leach
tonnes 18,750 — 52,587 —
Total processed mineralized material
tonnes 25,764 4,702 59,601 4,702
Gold ounces sold 2
oz 5,981 1,809 9,086 3,384
Underground mine development (pre-development)
ft 692 1,515 1,196 2,264
Drilling ft 2,978 34,414 2,978 18,479
Financial Statistics 2025 2024 2025 2024
Mining cost (total mineralized material and waste) $/t
175 113 173 125
Processing cost (processed mineralized material) $/t
133 88 74 147
Site general and administrative (“G&A”) (total mineralized material mined 3 )
$/t
34 31 32 38
Royalties $000s
1,148 321 1,654 1,555
Capital expenditure 4
$000s
1,114 278 1,491 739
Pre-development, evaluation and exploration expenses
$000s
5,949 7,634 9,719 12,115
1 Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.
2 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%).
3 Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.
4 Capital expenditure based on accrual basis.
Granite Creek Underground
Mineralized material mined at Granite Creek underground is processed as follows: (i) sulfide mineralized material processed at third-party autoclave and subject to a tolling agreement entered into in March 2025, (ii) high-grade oxide mineralized material processed at third-party plant and subject to an ore sales agreement, and (iii) low-grade oxide material placed on the Company’s Lone Tree heap leach facility.
Mining activities during the current quarter exceeded levels reported in the comparative prior-year period, primarily driven by additional faces available to mine due to stope development and changes in sequencing of mining. Management expects groundwater inflows to remain at or near the current ingress flow rates for the foreseeable future. Improvements to the existing infrastructure are ongoing, including the installation of at least two additional dewatering wells, an expanded water treatment facility, and an in-line piping and pumping system for the removal of mine contact water from underground workings, which are expected to positively impact development rates.
26
The Company continues to encounter elevated levels of oxide mineralized material compared to levels anticipated in the March 2025 PEA at Granite Creek. The lower-grade oxide mineralized material continues to be suitable for processing via heap leach at the Company's Lone Tree heap leach facility. During the quarter, 1,554 ounces of low-grade oxide material from Granite Creek was leached and sold from the Lone Tree heap leach facility.
As at June 30, 2025, the Company has delivered approximately 28,000 tonnes of sulfide mineralized material, waiting to be processed under a new toll milling agreement with a third party. Under the new toll milling agreement, the material is expected to be processed within 120 days of delivery to the process facilities.
For the three months ended June 30, 2025, $4.9 million was spent on pre-development expenses. Pre-development, evaluation, and exploration expenses for the six months ended June 30, 2025 were primarily related to underground development of $7.8 million and infill drilling.
Infill drilling of the South Pacific Zone began in June 2025 with two active drill rigs – one operating from underground and one from surface. Three additional rigs are expected to be mobilized in the third quarter, with one additional rig underground and two at surface. These activities are expected to further support mineral resource definition and expansion. The exploration drift was completed at the end of June to a shorter extent than initially planned. The initial underground drill plan was modified to include additional surface drilling as part of the program. The infill drill program aims to upgrade the mineral resource and form the basis for the upcoming feasibility study, which is targeted for completion in the first quarter of 2026.
Granite Creek Open Pit
Following the release of the Granite Creek open pit PEA, technical work is underway to advance the project toward either a pre-feasibility or a feasibility-level study. Simultaneously, technical trade off analyses are being conducted to optimize the project economics.
Permitting work is in the initial stages and advancing as expected. Granite Creek open pit has the potential to contribute to company-wide production by the end of the decade.
27
Ruby Hill Property
During the 1990’s, an ore body was discovered, which became the Archimedes open pit. Later discoveries included the Ruby Deeps Carlin-style sulfide mineralized deposit with the most recent discovery of the Hilltop zone. The Ruby Hill property is located within the Battle Mountain-Eureka trend, a northwest-trending geological belt located in north-central Nevada. The property contains gold, silver and base metal mineralization and exploration targets within the Archimedes underground project and Mineral Point open pit project. The Archimedes underground project is expected to be the Company's second underground mine, while Mineral Point is a large oxide gold and silver deposit with the potential to become the Company’s largest gold producing asset. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit, as well as associated mining infrastructure. Some of the existing facilities are expected to be utilized for Mineral Point, however new crushing, a Merrill Crowe plant and heap leach facilities will be required.
During the first quarter of 2025, the Company finalized a PEA on both the Archimedes underground and Mineral Point open pit .
At Archimedes underground surface infrastructure has been completed, and the initial development of the underground exploration drift is anticipated to commence in the third quarter of 2025.
Permitting for mining above the 5100-foot level at Archimedes underground is nearing completion, with approval for advancement expected shortly. This phase of permitting covers mining activities above the 5100-foot elevation, a threshold consistent with previously approved permits for open pit mining at Ruby Hill. Permitting below the 5100-foot elevation is expected to begin immediately upon receipt of the first phase of permits. This sequential approach to permitting expedites mining while simultaneously pursuing remaining permits for the lower section.
Infill drilling will be initiated in the fourth quarter of 2025 in the Archimedes upper zone and in the first quarter of 2026 for the Archimedes lower zone.
The timeframe for first gold is approximately 14 months in duration from the commencement of portal construction which is expected to commence in the third quarter. In the meantime, the Company continues leaching the historic leach pads, which provides minor amounts of gold extraction.
A drill program for the Mineral Point open pit project commenced in June 2025 with two surface core drill rigs, completing approximately 5,800 feet of surface core drilling in the quarter to support geotechnical, metallurgical and hydrogeology studies for baseline data to advance permitting and technical reports. Following the release of a PEA in the first quarter of 2025, strategic evaluations are underway to determine optimal timing of a pre-feasibility or a feasibility-level study.
Ruby Hill Property Three months ended
June 30, Six months ended
June 30,
Operational Statistics 2025 2024 2025 2024
Gold ounces sold oz 665 510 1,117 954
Drilling ft 5,739 — 5,739 4,032
Financial Statistics 2025 2024 2025 2024
Processing cost (processed oz) $/oz 1,639 1,227 1,644 1,189
Site G&A (processed oz) $/oz 1,174 760 1,191 877
Royalties $000s 66 35 103 63
Capital expenditure 1
$000s 719 68 911 118
Pre-development, evaluation and exploration expenses
$000s 1,898 296 5,089 713
1 Capital expenditure based on accrual basis.
In addition to permitting activities, the Company continued to recover ounces from the heap leach pads at Ruby Hill.
Capital expenditures for the three and six months ended June 30, 2025 were primarily from the construction of a maintenance shop related to the underground access portal.
Pre-development, evaluation and exploration expenditures during the current three and six month period were related to preparatory work related to portal development and other surface work ($4.0 million) as well as costs associated with the infill drill program for Mineral Point open pit.
Cove Project
Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. Cove is a high-grade underground development project and is expected to be the Company's third underground mine. It covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District. Cove is, for the most part, on land controlled by the U.S. Department of Interior, Bureau of Land Management ("BLM") and patented mining claims and consists of 100%-owned unpatented claims and twelve leased patented claims.
National Environmental Policy Act ("NEPA") permitting activities are underway with the BLM in anticipation of an Environmental Impact Statement ("EIS"). i-80 Gold is actively advancing major permit applications with the goal of aligning regulatory approvals with planned development timelines. Cove is expected to be the Company's third underground mine and begin contributing to company-wide production in mid-2029.
28
Cove Project Three months ended
June 30, Six months ended
June 30,
Operational Statistics 2025 2024 2025 2024
Drilling ft — 14,382 14,762 17,976
Financial Statistics 2025 2024 2025 2024
Pre-development, evaluation and exploration expenses
$000s
1,174 2,343 3,721 4,615
In addition to the permitting process, an infill drill program was completed during the first quarter of 2025 to increase confidence in the mineral resource and collect data for engineering work to complete a feasibility study expected in the first quarter of 2026 while also incorporating additional metallurgical work. Underground delineation drilling was completed during the first quarter on the Helen and Gap deposits with two core rigs, completing approximately 15,000 feet of core drilled, bringing total drilling over the course of the infill campaign to approximately 145,000 feet. All assay results have been received since the inception of the infill drilling campaign in 2023 and expected to provide an updated mineral resource estimate in the third quarter of 2025. The geological model has been updated with these new drill results, and an updated resource estimate is in progress to be included in the feasibility study.
Lone Tree Processing Facility
The Lone Tree property is a historic producing mine that completed mining operations in 2006 and is located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek property and Cove underground project. The property consists of the past-producing Lone Tree open pit mine as well as a processing facility. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, heap leach facility, assay lab and gold refinery, tailings dam, waste dumps and several buildings, including a warehouse, maintenance shop and administration building.
The Lone Tree processing facility has one of three autoclave facilities in Nevada and is a strategic asset in unlocking value from i-80 Gold’s three underground deposits by providing an owner-operated processing facility for the Company’s high-grade underground refractory material.
Currently, the Lone Tree autoclave refurbishment feasibility-level Class 3 engineering study is underway in collaboration with Hatch Ltd., an industry leader in autoclave technology, building on an internal feasibility study completed in 2023. The autoclave is envisioned to process refractory mineralized material from the Company’s three underground mines, Granite Creek, Archimedes and Cove, creating a regional hub-and-spoke mining and processing strategy. Concurrently, i-80 Gold is recruiting the owner’s team to oversee the engineering and execution of Lone Tree’s refurbishment, along with risk mitigation planning and opportunities to accelerate the development timeline.
The updated technical study for the facility’s refurbishment will incorporate value engineering initiatives and updated cost estimates to support an improved execution strategy. Completion of the revised feasibility study is targeted for the fourth quarter of 2025.
Lone Tree’s processing facility is currently permitted for the operational components in use; however, new and revised applications will need to be approved for air quality and mercury operating programs, in addition to, Water Pollution Control and Reclamation Permit modifications for the processing and environmental controls included in the refurbishment plan.
The Lone Tree open pit project is not currently included in the new development plan.
The leaching of the historic leach pad at Lone Tree continues to produce gold at profitable quantities. The Company plans to continue to recover ounces from the Lone Tree leach pads as long as it is economical to do so.
Lone Tree
Three months ended
June 30, Six months ended
June 30,
Operational Statistics 2025 2024 2025 2024
Gold ounces sold oz 1,754 1,126 3,149 3,168
Financial Statistics 2025 2024 2025 2024
Processing cost (processed oz) $/oz 732 690 628 681
Site G&A (processed oz) $/oz 219 502 181 223
Capital expenditure 1
$000s
597 93 661 507
1 Capital expenditure based on accrual basis.
Capital expenditures during the three and six months ended June 30, 2025 and in the comparative period were related to the technical work on the refurbishment of the autoclave processing plant.
29
DISCUSSION OF FINANCIAL RESULTS
Three months ended
June 30, Six months ended
June 30,
(in thousands of USD) 2025 2024 2025 2024
Revenue
27,836 7,184 41,884 15,597
Cost of sales (26,491) (19,422) (37,257) (27,753)
Depletion, depreciation and amortization (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 and expenses, net (2,769) (600) (19,995) 4,239
Interest expense
(8,695) (8,757) (16,898) (16,793)
Loss before income taxes
(30,215) (40,619) (71,420) (59,932)
Deferred tax expense — (386) — (773)
Net loss (30,215) (41,005) (71,420) (60,705)
Financial results for the three months ended June 30, 2025
Revenue
Revenue for the three months ended June 30, 2025 was $27.8 million, an increase from $7.2 million in the comparative prior year period. During the three months ended June 30, 2025, gold ounces sold 1 totaled 8,400 ounces at an average realized gold price 2 of $3,301 per ounce compared to gold ounces sold 1 of 3,445 at an average realized gold price 1 of $2,337 per ounce during the same period of 2024. The increase in revenue was driven by both higher gold ounces sold and higher gold prices.
Three months ended
June 30,
Spot price per ounce of gold ($)
2025 2024 % Change
Average 3,288 2,336 41 %
Low 2,983 2,214 35 %
High 3,433 2,427 41 %
Average realized 3,301 2,337 41 %
Cost of sales
Cost of sales for the three months ended June 30, 2025 was $26.5 million, which was an increase from $19.4 million in the comparative prior year quarter due to rise in gold ounces sold 1 partially offset by a lower inventory write-down of $3.1 million in the current quarter, compared to $8.8 million in the prior year period. The current quarter write-down was due to higher processing costs associated with sulfide mineralized materials at Granite Creek under the new toll milling agreement.
Depreciation, depletion and amortization
Depreciation, depletion, and amortization expense for the three months ended June 30, 2025 was $0.5 million compared to $0.1 million from the prior year period. The higher expense in 2025 is due to leach pad depreciation associated with Granite Creek material which began leaching in the fourth quarter of 2024.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
30
Pre-development, evaluation and exploration expenses
Three months ended
June 30,
(in thousands of USD) 2025 2024
Granite Creek
5,949 7,634
Ruby Hill
1,898 296
Cove
1,174 2,343
Other
24 163
Total pre-development, evaluation and exploration
9,045 10,436
For the three months ended June 30, 2025, the Company incurred $9.0 million of pre-development, evaluation and exploration expenses, 13% lower compared to the three month period ended June 30, 2024. Granite Creek expenses were lower due primarily to lower drilling expenses. Ruby Hill expenses were higher due to drilling at Mineral Point for hydrogeologic, geotechnical, and metallurgical purposes. Cove pre-development, evaluation and exploration expenditures were lower in the current quarter compared to the prior year quarter as drilling was largely completed in the first quarter of 2025.
Other expense
Three months ended
June 30,
(in thousands of USD) 2025 2024
Gain on fair value measurement on Convertible Loans
765 3,030
Gain on fair value measurement of warrant liabilities
709 1,645
Loss on Gold Prepay Agreement
(2,412) (2,478)
Loss on Silver Purchase Agreement (1,986) (4,445)
Interest income on restricted cash 346 429
Other (expense) income
(486) 770
Gain on foreign exchange
295 449
Total other expense
(2,769) (600)
Gains and losses on revaluation of the fair value of warrants and Convertible Loans derivatives were driven by changes in the Company’s share price during the period.
Loss on Gold Prepay Agreement and Silver Purchase Agreement are comprised of realized losses due to higher metal prices compared to agreement inception prices on settlement as well as unrealized fair value measurement gains and losses which are driven by changes in the gold and silver forward prices during the period.
Interest Expense
Three months ended
June 30,
(in thousands of USD) 2025 2024
Interest accretion on Convertible Loans 1,639 3,026
Interest accretion on Gold Prepay Agreement 2,705 2,722
Interest accretion on Silver Purchase Agreement 1,564 1,415
Interest accretion on long-term debt
727 —
Interest accretion on Convertible Debentures 864 792
Amortization of finance costs 344 357
Finance expense 521 —
Other interest expense
331 445
Total interest expense 8,695 8,757
Interest expense for the three months ended June 30, 2025 was $8.7 million, $0.1 million higher compared to the prior year quarter. The increased interest expenses were related to the New Gold Prepay and Silver Purchase Agreement with National Bank, partially offset by lower interest accretion on the Gold Prepay Agreement as a result of gold deliveries during 2025.
31
Financial results for the six months ended June 30, 2025
Revenue
Revenue for the six months ended June 30, 2025 was $41.9 million, an increase of 169% from $15.6 million in the comparative prior year period. During the six months ended June 30, 2025, gold ounces sold 1 totaled 13,352 ounces at an average realized gold price 2 of $3,124 per ounce, compared to 7,506 at an average realized gold price 2 of $2,188 per ounce during the same period of 2024. The higher revenue was equally driven by higher ounces sold at Granite Creek and higher average realized gold prices 2 .
Six months ended
June 30,
Spot price per ounce of gold ($)
2025 2024 % Change
Average 3,077 2,204 40 %
Low 2,635 1,985 33 %
High 3,433 2,427 41 %
Average realized 3,124 2,188 43 %
Cost of sales
Cost of sales for the six months ended June 30, 2025 was $37.3 million, which was an increase from $27.8 million in the comparative prior year period, largely driven by an increase in gold ounces sold 1 , partially offset by lower inventory write-downs of $4.0 million compared to $8.8 million in the comparative period of 2024. The current period write-down is mainly due to higher processing fees related to sulfide mineralized material and heap leach material at Granite Creek.
Depreciation, depletion and amortization
Total depreciation, depletion, and amortization expense for the six months ended June 30, 2025 was higher than the prior year period mainly due to higher leach pad depreciation related to Granite Creek material which began in the fourth quarter of 2024.
Pre-development, evaluation and exploration expenses
Six months ended
June 30,
(in thousands of USD) 2025 2024
Granite Creek 9,719 12,115
Ruby Hill 5,089 713
Cove 3,721 4,615
Other 61 267
Total pre-development, evaluation and exploration expenses
18,590 17,710
For the six months ended June 30, 2025, the Company incurred $18.6 million of pre-development, evaluation and exploration expenses compared to $17.7 million of expenses for six months ended June 30, 2024. The higher pre-development, evaluation and exploration expenses for the six months ended June 30, 2025 were related to the infill drilling and underground development at Granite Creek, the Cove drilling program, and Ruby Hill preparatory surface work related to the portal development.
Other (expense) income
Six months ended
June 30,
(in thousands of USD) 2025 2024
(Loss) gain on fair value measurement of Convertible Loans
(673) 9,145
Gain on fair value measurement of warrant liabilities
275 4,275
Loss on sales from Gold Prepay Agreement
(10,674) (5,976)
Loss on Silver Purchase Agreement (9,461) (5,302)
Interest income on restricted cash 686 915
Other (expense) income
(316) 802
Gain on foreign exchange
168 380
Total other (expense) income
(19,995) 4,239
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
32
The loss on the valuation of the fair value of warrants and the Convertible Loans conversion option derivatives were driven by changes in the Company’s share price at each reporting period.
The loss on the Gold Prepay Agreement and Silver Purchase Agreement were driven by increasing gold and silver forward price. The lower loss on the fair value measurement of the Gold Prepay Agreement derivative is due to gold delivery settlements. The realized loss from Gold Prepay Agreement is as a result of increases to the realized gold price compared to the price at inception of the agreement.
Interest Expense
Six months ended
June 30,
(in thousands of USD) 2025 2024
Interest accretion on Convertible Loans 5,344 5,324
Interest accretion on Gold Prepay Agreement 4,109 5,842
Interest accretion on Silver Purchase Agreement 2,109 1,703
Interest accretion on Convertible Debentures 3,068 2,802
Interest accretion on long-term debt
727 —
Amortization of finance costs 691 671
Finance expense 521 —
Other interest expense
329 451
Total interest expense 16,898 16,793
Interest expense for the six months ended June 30, 2025 was higher compared to the prior year comparative period due to higher interest accretion related to the National Bank New Gold Prepay and Silver Purchase Agreement of $0.7 million and finance fees related to debt modification of $0.5 million, partially offset by lower interest accretion on Gold Prepay Agreement as a result of deliveries.
DISCUSSION OF FINANCIAL POSITION
Balance Sheet Review
Assets
Cash and cash equivalents increased by $114.7 million from $19.0 million at December 31, 2024 to $133.7 million as at June 30, 2025. Refer to the Liquidity and Capital Resources section below for further details.
Inventory has increased to $21.8 million as at June 30, 2025 from $15.3 million as at December 31, 2024 primarily due to the buildup of stockpiled sulfide material for toll mill processing.
Liabilities
Total liabilities as at June 30, 2025 were $319.3 million compared to $315.0 million as at December 31, 2024. The increase was due to increases in other liabilities related to the Silver Purchase Agreement derivative which increased due to forward prices. Partially offsetting the increase to liabilities was a decrease in long-term debt due to the principal repayments of the Gold Prepay Agreement and Silver Purchase Agreement.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
Year ended
(in thousands of USD) June 30, 2025 December 31, 2024
Cash and cash equivalents 133,691 19,001
Working capital 46,048 (31,746)
Changes in cash and cash equivalents are discussed in the cash flow section. Working capital has increased since December 31, 2024 due to an increase in cash partially offset by current portion of long term liabilities increasing.
The Company, through its recapitalization plan discussed in the Overview section, continues to work towards providing the necessary liquidity to execute on its development plan. In the short term, the Company is in a solid position to meet its liquidity requirements but the Company will need to raise additional capital for its long-term requirements.
The Company's ability to make scheduled payments on the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors, many of which are not under the control of the
33
Company. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments.
The Company may not generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities, or engage in these activities on desirable terms, which could result in a default on its debt obligations.
In addition, the Company's arrangements with Orion and Sprott and the Convertible Debentures require the Company to satisfy various affirmative and negative covenants and, in the case of the arrangements with Orion and Sprott, to meet certain financial ratios and tests. These covenants limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets, or engage in certain types of transactions. There are no assurances that the Company will not, as a result of such covenants, be limited in its ability to respond to changes in its business or competitive activities, or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments, which may allow the lenders thereunder to accelerate repayment obligations or enforce security, if a ny.
Debt
Year ended
June 30, 2025 December 31, 2024
Convertible Debentures 76,643 73,450
Orion Convertible Loan
60,521 57,121
Sprott Convertible Loan 5,909 5,459
Gold Prepay Agreement 15,496 31,718
Silver Purchase Agreement 16,904 23,574
Other
339 75
Total
175,812 191,397
Convertible Debentures
The Convertible Debentures bear interest at a fixed rate of 8.0% per annum and will mature on February 22, 2027. 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 lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest at the market price of the common shares at time of the conversion of such interest less a 15% discount. As at June 30, 2025, total principal and accrued interest was $78.4 million.
On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to the Indenture as described in the Financing Overview section.
Orion Convertible Loan
The Orion Convertible Loan bears interest at a rate of 8.0% annually and has a maturity of date of June 30, 2026. As at June 30, 2025, total principal and accrued interest was $66.5 million.
On January 15, 2025, the Company amended and restated its Orion Convertible Loan. 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 amendment of the Orion Convertible Loan, Orion and i-80 Gold have extended the maturity date of the Orion Convertible Loan from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. See additional discussion in the Gold Prepay and Silver Purchase Agreement deferral section below.
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 is $6.1 million. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature. The change of control feature and conversion feature are considered embedded derivatives by the Company and classified as derivative financial liabilities measured at fair value.
34
Gold Prepay Agreement
On December 13, 2021, the Company entered into a Gold Prepay Agreement with Orion. In April 2022, the Gold Prepay Agreement 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 Agreement. Under the terms of the amended Gold Prepay Agreement, 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.
On September 20, 2023, the Company entered into the amended and restated 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. 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 occurred on March 31, 2024, and the last delivery will occur on December 31, 2026.
As at June 30, 2025, the total liability is $15.5 million and the embedded derivative for the Gold Prepay Agreement was $9.7 million with 8,760 ounces of gold remaining to be delivered under the agreement.
Silver Purchase Agreement
On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion ("Silver Purchase Agreement"). Pursuant to the terms of the Silver Purchase Agreement, which commenced as of April 30, 2022, the Company is to deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project. Orion will pay the Company an ongoing cash purchase price equal to 20% of the prevailing silver price. Until the delivery of an aggregate of 1.2 million ounces of silver, the Company is required to deliver the following minimum amounts of silver ("the Annual Minimum Delivery Amount") in each calendar year: (i) in 2022, 300,000 ounces, (ii) in 2023, 400,000 ounces, (iii) in 2024, 400,000 ounces, and (iv) in 2025, 100,000 ounces. In the event that in a calendar year the amount of silver delivered under the Silver Purchase Agreement is less than the Annual Minimum Delivery Amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion may be satisfied by the delivery of refined gold instead of refined silver, at a ratio of 1/75th ounce of refined gold for each ounce of refined silver. The Silver Purchase Agreement was funded April 2022.
As at June 30, 2025 the total liability is $16.9 million and the embedded derivative for the Silver Purchase Agreement was $15.2 million with remaining ounces to be delivered under the minimum delivery of 96,299 oz.
Gold Prepay Agreement and Silver Purchase Agreement deferral
The Gold Prepay Agreement delivery scheduled for December 31, 2024, and the Silver Purchase Agreement delivery scheduled for January 15, 2025, were deferred to March 31, 2025. On January 15, 2025, in connection with Waiver Agreements, i-80 Gold issued Orion five million common share purchase warrants priced at C$1.01 ("2025 Orion Warrants"). The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion entered into the Offtake Agreement. The Offtake Agreement has similar terms to the existing agreement with Deterra Royalties Limited and will commence once the current offtake agreement expires at the end of December 2028. As amended by the Waiver Agreements there was a requirement to satisfy minimum cash requirements through March 31, 2025 have been satisfied.
New Gold and Silver Prepay Agreement & Working Capital Facility
On Ma rch 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with National Bank under which National Bank purchased 6,864 o unces 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 was used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The obligations under the New Gold Prepay and Silver Purchase Agreement with National Bank are secured by the FAD project. This was funded on April 1, 2025 and was subsequently settled during May 2025.
Equity
Outstanding share data
As of August 12, 2025
Common Shares 816,047,291
Warrants 233,749,025
Stock Options 9,179,066
Restricted Share Units ("RSU")
14,533,867
Performance Share Units ("PSU")
3,339,000
Deferred Share Units ("DSU")
2,005,172
35
Share Capital
During the three and six months ended June 30, 2025 and 2024 the Company issued the following shares:
Six months ended
(in thousands of U.S. dollars and shares, unless otherwise noted) June 30, 2025 June 30, 2024
Number of shares issued
Amounts
Number of shares issued
Amounts
Shares issued in brokered placement
(a)
345,760 153,158 69,698 70,543
Shares issued in private placement (a)
25,240 11,790 13,064 17,056
Shares issued in private placement
(b)
29,210 16,015 — —
ATM Program
(c)
4,341 2,426 — —
Exercise of stock options 20 52 905 1,928
Shares issued from settlement of DSUs 338 237 — —
Shares issued in relation to contingent payments
(d)
— — 2,727 3,564
404,909 $ 183,678 86,394 $ 93,091
Bought Deal Offering and Private Placement
(a) 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 offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit 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.
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 $83.5 million (C$115.0 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, at an exercise price of C$2.15 per share, 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.
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.
Prospectus Offering of Common Shares
(b) 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 approximately $15.6 million (C$22.6 million).
On February 28, 2025, in connection with the prospectus offering, the Company closed a private placement 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 approximately $0.6 million (C$0.8 million).
ATM Program
(c) During the quarter ended March 31, 2025, 4.3 million shares were issued for gross proceeds of $2.5 million. Since inception 26.7 million shares were issued for gross proceeds of $25.1 million under the ATM Program which expired on March 31, 2025.
Contingent Payment
(d) On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 as partial consideration of the contingent value rights payment related to Granite Creek due 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.
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 as partial consideration of the contingent value rights payment related to Granite Creek.
36
Share Warrants
Warrant liability as at June 30, 2025 was $5.9 million (December 31, 2024 - $4.6 million).
On January 15, 2025, in connection with the Waiver Agreements, i-80 Gold issued to Orion five million 2025 Warrants. The 2025 Orion Warrants have a four-year term.
Cash Flows
Three months ended
June 30, Six months ended
June 30,
(in thousands of U.S. dollars, unless otherwise noted) 2025 2024 2025 2024
OPERATING ACTIVITIES
Net loss
$ (30,215) $ (41,005) $ (71,420) $ (60,705)
Adjustments 14,906 12,042 43,241 18,097
Change in non-cash working capital 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 176,476 79,399 195,095 96,455
Contingent payments — (1,436) — (1,436)
Principal repayment on Gold Prepay Agreement (30,989) (9,717) (30,989) (9,717)
Principal repayment on Silver Purchase Agreement (10,992) (8,387) (10,992) (8,387)
Net proceeds from New Gold Prepay and Silver Purchase Agreement 31,045 — 31,045 —
Principal repayment on New Gold Prepay and Silver Purchase Agreement (31,045) — (31,045) —
Stock option exercises — 309 8 895
Finance fees paid (1,759) (750) (2,053) (950)
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
Cash flows for the three months ended June 30, 2025
Cash used in operating activities for the three months ended June 30, 2025, was $11.3 million compared to $24.6 million cash used in operating activities in the comparative period in 2024. The change in cash used in operating activities for the three months ended June 30, 2025 was primarily due to higher gross profit in the current quarter.
Cash used in investing activities was primarily for autoclave studies at Lone Tree, construction in preparation of an access portal at Ruby Hill underground, and other sustaining capital expenditures.
Cash provided by financing activities for the three months ended June 30, 2025 was $132.7 million compared to cash provided by financing activities of $59.4 million in the comparative period of 2024. Cash provided by financing activities for the three months ended June 30, 2025, was higher than the comparative period primarily due to higher proceeds from share issued in brokered placement partially offset by increased principal repayments for gold and silver. The New Gold Prepay and Silver Purchase Agreement proceeds were received and repaid during the second quarter of 2025.
37
Cash flows for the six months ended June 30, 2025
Cash used in operating activities for the six months ended June 30, 2025, was $34.0 million compared to $49.8 million cash used in operating activities in the prior year period. The decrease of $15.7 million in cash used in operating activities for the six months ended June 30, 2025 was due to higher gross profit and a positive working capital change of $1.3 million.
Cash used in investing activities for the six months ended June 30, 2025 was $1.5 million compared to $0.8 million in the prior year. Cash used in investing activities for the six months ended June 30, 2025 was primarily driven by capital expenditures of $1.5 million related to autoclave studies at Lone Tree, construction in preparation of access portal at Ruby, and sustaining capital expenditures. Cash used in investing activities for the six months ended June 30, 2024 was primarily driven by sustaining capital expenditures.
Cash provided by financing activities for the six months ended June 30, 2025 was $151.0 million compared to $76.7 million for the six months ended June 30, 2024. Cash provided by financing activities for the six months ended June 30, 2025 was higher than the prior year due to higher proceeds from the share issued in brokered placement and equity issuances, partially offset by principal repayments made on the Gold Prepay Agreement and Silver Purchase Agreement.
COMMITMENTS AND CONTINGENCIES
The Company has described its commitments and contingencies in to Note 16 of the Financial Statements for the three and six months ended June 30, 2025.
RELATED PARTY TRANSACTION
The Company has identified related party transactions with principal owners, detail of these transactions are disclosed in Note 15 of the Financial Statements for the three and six months ended June 30, 2025.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented. There were no significant changes in our critical accounting policies or estimates since the Annual Report Form 10-K for December 31, 2024. For further details on the Company’s accounting policies and estimates, refer to the Company’s Financial Statements for the three and six months ended June 30, 2025.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include adjusted loss, adjusted loss per share, and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with US GAAP and should be read in conjunction with the Company's Financial Statements.
Definitions
"Average realized gold price” per ounce of gold sold is a non-GAAP measure and does not constitute a measure recognized by US GAAP Accounting Standards and does not have a standardized meaning defined by US GAAP Accounting Standards. It may not be comparable to information in other gold producers’ reports and filings. Management believes this non-GAAP measure improves the understanding of revenue.
"Adjusted loss” and “adjusted loss per share” are non-GAAP measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: gain (loss) on warrants, gain (loss) on Convertible Loans, and gain (loss) on fair value measurement of Gold Prepay Agreement and Silver Purchase Agreement. Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share.
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Average realized gold price per ounce of gold sold 1
Three months ended
June 30, Six months ended
June 30,
(in thousands of U.S. dollars, unless otherwise noted) 2025 2024 2025 2024
Consolidated
Revenue
27,836 7,184 41,884 15,597
Processing costs recognized in revenue — 900 — 900
Silver revenue (108) (34) (169) (71)
Gold revenue 27,728 8,050 41,715 16,426
Gold ounces sold¹
8,400 3,445 13,352 7,506
Average realized gold price ($/oz) 3,301 2,337 3,124 2,188
Lone Tree
Revenue 5,822 2,682 9,785 6,985
Silver revenue
(22) (9) (36) (28)
Gold revenue 5,800 2,673 9,749 6,957
Gold ounces sold 1,754 1,126 3,149 3,168
Average realized gold price ($/oz) 3,307 2,374 3,096 2,196
Ruby Hill
Revenue 2,288 1,214 3,678 2,126
Silver revenue (86) (25) (133) (43)
Gold revenue 2,202 1,189 3,545 2,083
Gold ounces sold 665 510 1,117 954
Average realized gold price ($/oz) 3,311 2,331 3,174 2,183
Granite Creek
Revenue 19,726 3,288 28,421 6,486
Processing costs recognized in revenue — 900 — 900
Gold revenue 19,726 4,188 28,421 7,386
Gold ounces sold 1
5,981 1,809 9,086 3,384
Average realized gold price ($/oz) 3,298 2,315 3,128 2,183
Adjusted loss 1
Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:
Three months ended
June 30, Six months ended
June 30,
(in thousands of U.S. dollars, unless otherwise noted) 2025 2024 2025 2024
Net loss
$ (30,215) $ (41,005) $ (71,420) $ (60,705)
Adjust for:
Gain (loss) on fair value measurement of Convertible Loans
765 3,030 (673) 9,145
Gain on fair value measurement of warrant liability
709 1,645 275 4,275
Gain (loss) on fair value measurement of Gold Prepay Agreement
8,246 (1,417) (16) (4,915)
Gain (loss) on fair value measurement of Silver Purchase Agreement
229 (4,445) (7,246) (5,302)
Total adjustments $ 9,949 $ (1,187) $ (7,660) $ 3,203
Adjusted loss
$ (40,164) $ (39,818) $ (63,760) $ (63,908)
Weighted average shares
608,167,841 361,145,495 520,243,077 333,234,688
Adjusted loss per share
$ (0.07) $ (0.11) $ (0.12) $ (0.19)
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 57% in 2025 (2024 - 58%)
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.