i-80 Gold Corp. 10-Q

ITEM 5. OTHER INFORMATION (a) None (b) On June 17, 2025, the shareholders of the Company approved the changes to the Company’s director-nomination process by adoption of the advance notice policy, the full text of which was appended as Appendix “B” to the Company’s Definitive Proxy Statement on Schedule 14A (the “Policy”), which was filed with the Securities and Exchange Commission on May 2, 2025. The Policy provides for, among other things, a requirement of advance notice to be given by shareholders to the Company (the “Notice”) in circumstances where nominations of persons for election to the Board are made by shareholders of the Company (such nominating shareholder, the “Nominating Shareholder”) and sets forth the information that a Nominating Shareholder must include in the Notice to the Company in order for any nominee to be eligible for election as a director at any annual or special meeting of shareholders. The Policy fixes a deadline by which holders of record of Common Shares of the Company must submit director nominations to the Company prior to any annual meeting of shareholders or at any special meeting of shareholders at which directors are to be elected. Specifically, the Notice must be provided to the Company: • in the case of an annual meeting of shareholders (including an annual and special meeting), not later than the close of business on the 30th day before the date of the meeting; provided, however, that if the date (the “Notice Date”) on which the first public announcement made by the Company of the date of the annual meeting is less than 50 days prior to the meeting date, not later than the close of business on the 10th day following the Notice Date; and • in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made by the Company. Provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting (but in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the Notice Date, notice by the Nominating Shareholder shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the 10th day following the Notice Date and, in the case of a special meeting of shareholders, not later than the close of business on the 15th day following the Notice Date. The Chair of the meeting will have the power to determine whether any proposed nomination was made in accordance with the provisions set forth in the Policy and, if any proposed nomination is not in compliance with the Policy, must declare that such defective nomination will not be considered at any meeting of shareholders. (c) During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) or regulation S-K. 42 ITEM 6. EXHIBITS Exhibit No. Description 1.1 Underwriting Agreement dated as of May 13, 2025, by and among, inter alios, i-80 Gold Corp. and National Bank Financial Inc. (incorporated by reference to Exhibit 1.1 to Form 8-K filed May 16, 2025) 4.1 Form of Warrant Indenture (incorporated by reference to Exhibit 4.1 to Form 8-K filed May 16, 2025) 10.1# Employment Agreement dated as of April 24, 2025, between Paul Chawrun and i-80 Gold Corp. (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 25, 2025) 31.1* Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95.1* Mine Safety Disclosure 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File # Indicates management contract or compensatory plan, contract or arrangement * Filed herewith ** Furnished herewith 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 12, 2025 i-80 Gold Corp By: /s/ Richard Young Name: Richard Young Title: President and Chief Executive Officer (Principal Executive Officer) By: /s/ Ryan Snow Name: Ryan Snow Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 44