i-80 Gold Corp.

Liquidity Outlook

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 to execute on its three phase development plan.

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 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 any.

Debt

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 September 30, 2025, total principal and accrued interest was $80.0 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.

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 September 30, 2025, total principal and accrued interest was $67.8 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 September 30, 2025, total principal and accrued interest is $6.2 million.

On December 13, 2021, the Company entered into a Gold Prepay Agreement with Orion, which was later amended in April 2022 to adjust the quantity of the quarterly deliveries for aggregate deliveries of 30,400 ounces of gold which was satisfied as at September 30, 2025.

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. The first delivery occurred on March 31, 2024, and the last delivery will occur on December 31, 2026.

As at September 30, 2025, the total liability is $9.8 million and the embedded derivative for the Gold Prepay Agreement was $8.8 million with 5,550 ounces of gold remaining to be delivered under the 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 September 30, 2025 the total liability is $17.9 million and the embedded derivative for the Silver Purchase Agreement was $12.4 million with remaining ounces to be delivered under the minimum delivery of 94,576 oz and the future silver production from Granite Creek and Ruby Hill properties at a range of 10% to 50% of total production.

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. The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion entered into the Orion Offtake Agreement. The Orion Offtake Agreement has similar terms to the existing agreement with Vox Royalty Corp. 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

On March 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with 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 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.

Working Capital Facility

On April 29, 2025, the Company finalized a master purchase and sale agreement with Auramet International, Inc. Under the Auramet Agreement, the Company can receive a prepayment of up to $12.0 million for gold contained in mineralized material. The Company recognized this contract as a revenue contract however the agreement provides the Company working capital flexibility.

During the three and nine months ended September 30, 2025, the Company delivered 3,041 and 4,495 ounces of gold, respectively, under the agreement. As of September 30, 2025, the current portion of deferred revenue was $5.5 million, representing 1,605 ounces remaining to be delivered. Under the Auramet Agreement $5.5 million prepayment remains available as at September 30, 2025.

Equity

Share Capital

During the three and nine months ended September 30, 2025 and 2024 the Company issued the following shares:

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 was 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 C$115.0 million ($83.5 million). Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.

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 nine months ended September 30, 2025, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of$2.5 million (nine months ended September 30, 2024 -11.5 million common shares for total gross proceeds of $13.1 million).

Share Purchase Warrants

(d) During the three months ended September 30, 2025, the Company recorded the exercise of 1.8 million warrants at an exercise price of $0.70 per share, resulting in the issuance of 1.8 million shares of common shares and cash proceeds of $1.3 million.

Contingent Payment

(e) 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 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.

Cash Flows

Cash flows for the three months ended September 30, 2025

Cash used in operating activities for the three months ended September 30, 2025, was $15.2 million compared to $23.5 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 September 30, 2025 was primarily due to a positive change in comparative working capital.

Cash used in investing activities was primarily for autoclave studies at Lone Tree, Granite Creek water treatment plant and surface construction for Ruby Hill underground.

Cash used in financing activities for the three months ended September 30, 2025 was $11.9 million compared to cash used in financing activities of $2.1 million in the comparative period of 2024. Cash used in financing activities for the three months ended September 30, 2025, was higher than the comparative period primarily due to proceeds from ATM offerings received in the third quarter of 2024 partially offsetting principal repayments on the Gold Prepay Agreement during that period.

Cash flows for the nine months ended September 30, 2025

Cash used in operating activities for the nine months ended September 30, 2025, was $49.3 million compared to $73.3 million cash used in operating activities in the prior year period. The decrease in cash used in operating activities was due to increased gross profit and a positive change in comparative working capital of $9.2 million.

Cash used in investing activities for the nine months ended September 30, 2025 was $4.7 million compared to $1.1 million in the prior year. Cash used in investing activities for the nine months ended September 30, 2025 was primarily driven by capital expenditures related to autoclave studies at Lone Tree and construction in preparation of portal access at Archimedes underground.

Cash provided by financing activities for the nine months ended September 30, 2025 was $139.1 million compared to $74.6 million for the nine months ended September 30, 2024. Cash provided by financing activities for the nine months ended September 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 nine months ended September 30, 2025.

RELATED PARTY TRANSACTION

The Company has described related party transactions in Note 15 of the Financial Statements for the three and nine months ended September 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 nine months ended September 30, 2025.