i-80 Gold Corp.

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 development 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 are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE American") under the symbol IAUX. Its head office is located in Reno, Nevada. The corporate 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 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 working capital deficit, 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 month period ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

(c)Recently Adopted 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. The Company is currently evaluating the impact of the guidance on its financial statements.

3. INVENTORY

The amount of inventory recognized as an expense in cost of sales for the three months ended March 31, 2025, was $10.8 million (2024 - $8.3 million). During the three months ended March 31, 2025, the Company recognized, within cost of sales, inventory write-downs of $0.9 million (2024 -nil) relating to heap leach material at Granite Creek.

4. PROPERTY, PLANT AND EQUIPMENT, NET

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

(ii)Included in buildings, plant and equipment are $160.5 million not subject to depreciation and amortization.

Depreciation, depletion and amortization on property, plant and equipment during the three months ended March 31, 2025 and 2024 include amounts allocated to:

5. LONG-TERM DEBT

On January 15, 2025, the Company amended and restated the Orion Convertible Loan. 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. 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).

On February 28, 2025, the Company completed certain amendments to its Convertible Debentures. The amendments provided for:

•the conversion price applicable to the a debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during thefive 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 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 thefive 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. 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.

Gold Prepay Agreement

On March 28, 2025, the Company entered into an amending agreement with Orion extending the quarterly gold deliveries due March 31, 2025, to April 7, 2025.

The current portion of the liability is $27.9 million as of March 31, 2025. On April 2, 2025, the Company delivered 6,420 ounces of gold to Orion in full satisfaction of the December 31, 2024 and March 31, 2025 quarterly deliveries.

Interest expense is calculated by applying the effective interest rate of 32.2% to the host liability component (December 31, 2024 -31.9%). 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.

On March 28, 2025, the Company entered into an amending agreement with Orion extending the 2024 shortfall amount due March 31, 2025, to April 7, 2025.

The current portion of the liability is $7.3 million as of March 31, 2025. On April 2, 2025, the Company delivered 320,000 ounces of silver to Orion in full satisfaction of the 2024 shortfall amount. The delivered ounces were net of Orion's cash purchase price.

Interest expense is calculated by applying the effective interest rate of 21.4% to the host liability component. 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 March 31, 2025 gold and silver deliveries due to Orion under its respective Gold Prepay and Silver Purchase agreements. 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 (Note 17). 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.

6. OTHER LIABILITIES

(i)Warrant liability

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 months ended March 31, 2025, the Company recorded a fair value loss of $0.4 million (March 31, 2024 - gain of $2.6 million) (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:

On January 15, 2025 the Company issued common share purchase warrants in connection with the amendments to the Orion Convertible Loan (Note 5). The warrants are subject to a four month hold period.

(ii)Share-based payment liability

The Company recognized a share-based payment liability of $1.4 million at March 31, 2025 (December 31, 2024 - $0.8 million) under the Company's restricted and deferred share unit plans. The current portion of the liability is $0.4 million at March 31, 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 March 31, 2025, none of the features were exercised.

The Orion Convertible Loan derivative financial liability was recorded at$1.8 million at March 31, 2025 (December 31, 2024 - $0.3 million). For the three months ended March 31, 2025, the Company recorded a fair value loss of$1.4 million(2024 - gain of $5.3 million) related to the valuation of the embedded derivatives through the statement of loss.

The Sprott Convertible Loan derivative financial liability was recorded at $0.05 million at March 31, 2025 (December 31, 2024 - $0.03 million). For the three months ended March 31, 2025, the Company recorded a fair value gain of $0.01 million(2024 - gain of $0.9 million) related to the valuation of the embedded derivatives through the statement of loss.

(iv)Gold Prepay embedded derivative

The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement (Note 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 months ended March 31, 2025, the Company recorded a fair value loss of $8.3 million, (2024 - $3.5 million) related to the valuation of the embedded derivative through the statement of loss (Note 11). As of March 31, 2025, the current portion of the Gold Prepay embedded derivative liability was $14.9 million.

(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 months ended March 31, 2025, the Company recorded a fair value loss of $7.5 million (2024 - $0.9 million) related to the valuation of the embedded derivative through the statement of loss (Note 11). As of March 31, 2025, the current portion of the Silver Purchase Agreement embedded derivative liability was $2.9 million.

7. COMMON SHARES

(a)Issued share capital:

(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 proceedsof $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)The ATM Program was implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allowed i-80 offer and sell in Canada and the United States through the facilities of the TSX and the NYSE such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million. The ATM Program expired on March 31, 2025. During the first quarter of March 31, 2025, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of$2.5 million.

(iii)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.

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

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

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:

Convertible debentures and convertible loans of 50,938,127, stock options of 9,223,290 and warrants of 53,185,249 (Note 6 (i)) were excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2025 (2024 -48,120,362,11,285,193 and 25,216,409, respectively) as their effect would be anti-dilutive.

9. SUPPLEMENTAL CASH FLOW INFORMATION

(i) The following table summarizes the changes in operating assets and liabilities:

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

10. REVENUE

Revenue by customer

At March 31, 2025, the Company has three customers that exceeded 10% of the Company's revenue, revenue to each customer was $6.5 million, $6.2 million, and $1.3 million. At March 31, 2024, the Company had three customers that exceeded 10% of the Company's revenue - $0.8 million, $3.3 million, and $4.3 million. At March 31, 2025, the Company had one customer that made up 96% of trade receivable. At December 31, 2024, the Company had one customer that made up 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 months ended March 31, 2025 and 2024 all revenues were in the United States.

Revenue by product

11. OTHER EXPENSE AND OTHER INCOME

12. INTEREST EXPENSE

13. SEGMENTED INFORMATION

The Company's currently hasfour principal assets which represent the Company's reportable and operating segments. All operating segments are Nevada, US. 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:

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

14. INCOME TAXES

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

The components of loss before income taxes are as follows:

15. RELATED PARTY TRANSACTIONS

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

Related party debt

(i)The Company entered into convertible loan agreements with both Orion and Sprott (Note 5). Interest accretion related to the loans are recorded in interest expense (Note 12).

(ii)The Company has a gold prepay 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 March 31, 2025, the Company has outstanding surety bonds in the amount of $137.7 million (December 31, 2024 - $132.8 million) in favor of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds 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 March 31, 2025, these royalties are recorded in cost of gold sold in the amount of $0.5 million (March 31, 2024 - $1.3 million). The Company has other royalties committed on properties that are not currently producing.

Contingent Consideration

On June 14, 2012, Premier USA, through its wholly-owned subsidiary, Au-Reka, acquired a 100% interest in the Cove portion of the McCoy-Cove Property (the "Cove Deposit") from Victoria Gold Corporation ("Victoria") pursuant to an asset purchase agreement dated June 4, 2012. In the event of production from the Cove Deposit, the Company will make additional payments to Victoria in the aggregate amount of $13.8 million (C$20 million), payable infour 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:

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 brokered placement are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and therefore a quoted market price is available.

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

The following tables present the changes in level 3 items:

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.

The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it containstwo 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 March 31, 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.

18. SUBSEQUENT EVENTS

Working Capital Facility

On April 29, 2025, the Company finalized a master purchase and sale agreement with Auramet International, Inc., for the prepayment of sulfide material, totaling $12.0 million and $11.6 million net proceeds.