i-80 Gold Corp.

1. THE COMPANY

i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented production stage gold and silver mining company engaged in the exploration and extraction of gold and silver. The Company's principal assets include the Granite Creek property, Ruby Hill property, Cove property, and the Lone Tree property which hosts a carbon-in-leach and an autoclave processing plant that is currently undergoing a refurbishment. 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 NYSE American ("NYSE American") under the trading symbol IAUX and on the Toronto Stock Exchange (“TSX”) under the trading symbol IAU. The Company's head office is located in Reno, Nevada, United States and its executive office is located in Toronto, Ontario, Canada.

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 balance sheet, 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 instruments 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 could result in material impairment charges related to these assets.

These interim 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.

As disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, conditions including a working capital deficit, operating losses and an expectation of future losses raised substantial doubt about the Company's ability to continue as a going concern. During the three months ended March 31, 2026, the Company completed the recapitalization of its capital structure through the completion of a gold prepay agreement and net smelter return royalty agreement, and the issuance of convertible debentures, the proceeds of which were used to repay its outstanding indebtedness, with the exception of the Silver Purchase Agreement which remains outstanding. As of March 31, 2026, the Company believed it had sufficient liquidity to meet its obligations as they became due within one year after the issuance of these Financial Statements. The Company reassesses the relevant conditions and events each reporting period and accordingly, the Company continues to conclude that substantial doubt about its ability to continue as a going concern does not exist.

(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, 2025 filed with the SEC on February 19, 2026. 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, 2025. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statementof the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. The results for thethree and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Certain reclassifications have been made to prior year footnotes to conform to classifications used in the current year, specifically the separate presentation of stockpile held at third-party processing facilities (Note 3). This reclassification had no effect on our consolidated balance sheet, statement of operations and comprehensive loss, or statement of cash flows previously presented.

(c)Recently Issued Accounting Standards

Disaggregation of Income Statement Expenses

In November 2024, ASU 2024-03 was issued, requiring additional disclosures in the notes to the financial statements on the nature of certain expense captions presented on the face of the Consolidated Statement of Operations. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impacts of the guidance on its consolidated financial statements.

3. INVENTORIES

During the three and nine months ended September 30, 2025, the Company recognized inventory write-downs ofnil and $4.0 million, respectively, within cost of sales. Stockpile at third-party processing facility, presented separately above, was previously included within mineralized material in stockpiles and on leach pads. Prior period amounts have been reclassified to conform to the current period presentation.

4. OTHER ASSETS

(i)The financial asset represents the embedded derivative in relation to the gold‑indexed pricing feature within the 2026 Gold Prepay (Note 7 and Note 19). The embedded derivative is recognized at fair value, with changes in fair value recorded in other income or other expense (Note 13).

(ii)The long-term prepaid relates to a $3.0 million advance payment under a supply arrangement related to the autoclave processing plant at the Company's Lone Tree property, which is currently undergoing refurbishment.

5. RESTRICTED CASH

The Company has restricted cash related to reclamation obligations at its Lone Tree property. During the three and nine months ended September 30, 2026, $4.7 million and $21.6 million, respectively, were released from restricted cash to cash and cash equivalents.

6. PROPERTY, PLANT AND EQUIPMENT, NET

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

(ii)Included in property, plant and equipment is $97.9 million (December 31, 2025 - $98.2 million) not subject to depreciation, depletion and amortization.

Total depreciation, depletion and amortization on property, plant and equipment are recorded in the following:

7. DEBT

On March 23, 2026, the Company closed an offering for gross proceeds of $287.5 million principal amount of unsecured senior convertible debentures (the "2026 Convertible Debentures"). The Company received net proceeds of $274.5 million after debt issuance costs of $13.0 million. The 2026 Convertible Debentures bear interest at a rate of 3.75% per annum, payable semi-annually in arrears in cash on April 15 and October 15 of each year, commencing October 15, 2026. The 2026 Convertible Debentures mature on April 15, 2031, unless earlier converted, redeemed, or repurchased.

The 2026 Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at a conversion rate of 519.4805 common shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $1.93 per common share, subject to certain anti-dilution adjustments.

The 2026 Convertible Debentures are not redeemable by the Company prior to April 20, 2029. On or after April 20, 2029, the Company may redeem the 2026 Convertible Debentures, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the redemption date, provided that the closing sale price of the Company's common shares has exceeded 130% of the conversion price then in effect for at least 20 trading days during a period of 30 consecutive trading days.

In addition, the Company may redeem the 2026 Convertible Debentures in whole (but not in part), at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if the Company becomes obligated to pay additional amounts as a result of certain changes in Canadian tax law or regulations occurring on or after March 18, 2026.

If a fundamental change occurs including a change of control event, the Company is required to offer to repurchase the 2026 Convertible Debentures for cash at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the repurchase date.

The Company accounts for the 2026 Convertible Debentures as a single financial liability measured at amortized cost. Interest expense was calculated by applying the effective interest rate of 4.72% to the carrying amount of the debt liability. Interest accretionis included in interest expense.

The 2026 Convertible Debentures are senior unsecured obligations of the Company as the 2026 Convertible Debentures are not guaranteed by any subsidiary. The indenture does not contain any financial maintenance covenants.

As of September 30, 2026, accrued interest of $5.6 million was recorded in accounts payable and accrued liabilities.

On March 16, 2026, the Company entered into a gold prepayment facility and forward gold arrangements (the “2026 Gold Prepay”) with National Bank of Canada and Macquarie Bank Limited. Under the 2026 Gold Prepay, the Company received aggregate gross proceeds of $150.0 million and net proceeds of $144.1 million, net of debt issuance costs of $5.9 million. In exchange, the Company is obligated to deliver an aggregate of 39,978 ounces of gold, with monthly deliveries scheduled from January 2028 through June 2030.

The 2026 Gold Prepay contains an accordion feature which provides the Company with an additional $100 million for a 24-month period from closing, subject to customary conditions and lender approval. As of September 30, 2026, no amounts have been drawn under the accordion feature.

The Company accounts for each counterparty arrangement within the 2026 Gold Prepay as a hybrid instrument consisting of a debt host contract and a bifurcated embedded derivative. The host contract is accounted for as a financial liability and is measured at amortized cost. The arrangement contains a gold‑indexed pricing feature that is bifurcated and accounted for as an embedded derivative measured at fair value each reporting period (Note 4 and Note 19).

Interest expense was calculated by applying the effective interest rate of 13.5% to the carrying amount of the debt liability. Interest accretion is included in interest expense.

The 2026 Gold Prepay is secured by a first‑ranking security interest over substantially all of the assets of the Company and its material subsidiaries, subject to permitted liens and customary carve‑outs. The supplementary terms agreement includes customary financial covenants and events of default.

On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with OMF Fund III (HG) LTD., an affiliate of Orion Mine Finance ("Orion"), (the "Silver Purchase Agreement"). Under the Silver Purchase Agreement, which commenced April 30, 2022, the Company was to deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of an aggregate of 1.2 million ounces of silver, after which the delivery would be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery would be reduced to 10% of the silver production solely from Ruby Hill project. Orion paid 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 was 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 was less than the Annual Minimum Delivery Amount, the Company was permitted to make up such difference (the “Shortfall Amount”) by delivering such difference on or before the fifteenth day of the month immediately following such calendar year. At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion could 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.

On October 26, 2026, Orion assigned its rights under the Silver Purchase Agreement to Elemental Royalty Corporation. The obligations under the Silver Purchase Agreement are secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company LLC, and Osgood Mining Company LLC, and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.

The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it containstwo embedded derivatives as further described in Note 8 and Note 19 of these Financial Statements. Interest expense is calculated by applying the effective interest rate to the financial liability. As of September 30, 2026, the effective interest rate was 21.9% (December 31, 2025 -21.9%). Interest accretion is included in interest expense.

During the three and nine months ended September 30, 2026, the Company settlednil and 96,223 ounces of silver, respectively, under the Silver Purchase Agreement. Of the year-to-date deliveries,94,158 ounces were settled during the first quarter in satisfaction of the remaining 2025 Annual Minimum Delivery Amount. As of September 30, 2026, the Company has delivered an aggregate of 1.2 million ounces of silver under the Silver Purchase Agreement, satisfying all Annual Minimum Delivery Amounts required through 2025, with no remaining minimum delivery obligations outstanding.

2023 Convertible Debentures

On February 22, 2023, the Company closed a private placement of $65 million principal amount of secured convertible debentures (the "2023 Convertible Debentures") of the Company. The 2023 Convertible Debentures bore interest at a fixed rate of 8.0% per annum and had a maturity date of February 22, 2027. Outstanding amounts under the 2023 Convertible Debentures were convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares at time of the conversion of such interest. The 2023 Convertible Debentures were redeemed in full during the first quarter of 2026, as further described below.

On February 28, 2025, the Company completed certain amendments to its 2023 Convertible Debentures. The amendments provided for:

•the conversion price applicable to the debenture holder’s right to elect to convert outstanding and accrued interest on the 2023 Convertible Debentures is equal to the volume weighted average price of the Company'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’s right to elect to convert outstanding and accrued interest on the 2023 Convertible Debentures is equal to the greater of (x)85% of the average closing price of the Company's common shares as measured in US dollars on the NYSE American during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of the Company's 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 2023 Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding 2023 Convertible Debentures for cash at a 104% premium of the outstanding principal and the accrued interest up to the redemption date.

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.

During the first quarter of 2026, the Company exercised its redemption right and redeemed all of the outstanding 2023 Convertible Debentures at a 104% premium of the outstanding principal plus accrued interest up to the redemption date. The principal amount of $65.0 million, together with the 4% mandatory redemption premium of $2.6 million, was repaid in cash. Accrued interest of $18.0 million, together with the 4% mandatory redemption premium of $0.7 million, totaling $18.7 million, was settled through the issuance of 8.1 million common shares with a fair value of $13.4 million (Note 9) and a cash payment of $5.3 million. Total cash consideration paid amounted to $72.9 million. Upon extinguishment, the Company derecognized the carrying amount of the debt liability and recorded a loss on extinguishment of debt of $4.4 million. The loss represents the excess of the repayment amount of the debt over its carrying amount and is included in loss on loan extinguishment.

The 2023 Convertible Debentures contained a conversion feature, a change of control feature, and a forced conversion feature that were considered embedded derivatives by the Company and measured at fair value. The conversion feature, change of control feature, and forced conversion feature were classified as financial liabilities and not separated from the host liability component. The conversion feature and forced conversion feature were considered to be indexed to the Company's shares. The mandatory redemption right was considered to be an embedded derivative by the Company, classified as financial liability and not separated from the host liability component.

Interest expense was calculated by applying the effective interest rate of 9.4% to the host liability component up to the date of redemption. Interest accretion is included in interest expense.

On December 13, 2021, the Company entered into a Convertible Credit Agreement (the "Orion Convertible Loan Agreement") with Orion to borrow $50 million (the "Orion Convertible Loan"). The Orion Convertible Loan bore interest at a rate of 8.0% annually and had a maturity date of June 30, 2026. The Orion Convertible Loan was repaid in full during the first quarter of 2026.

On January 15, 2025, the Company entered into an amended and restated Orion Convertible Loan Agreement (the "Amendment"). Pursuant to the Amendment, the maturity date of the Orion Convertible Loan 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 8) and entered into an offtake agreement with Orion, commencing December 2028. 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.

During the first quarter of 2026, the Company repaid the Orion Convertible Loan in full, including the outstanding principal of $50.0 million and accrued interest of $20.4 million. The Orion Convertible Loan was extinguished through a cash payment of $69.7 million and the issuance of 3.0 million common shares with a fair value of $5.3 million (net $5.2 million) (Note 9), for total consideration of $75.0 million. Upon early repayment, the Company derecognized the carrying amount of the debt host liability and the related derivative liabilities and recorded a loss on extinguishment of debt of $1.6 million. The loss represents the excess of the repayment amount over the aggregate carrying amount of the host debt and the related derivative liabilities and is included in loss on loan extinguishment. During the first quarter of 2026, the Company repaid the outstanding amounts under the Orion Convertible Loan.

The Orion Convertible Loan contained a change of control feature, a conversion feature, and a forced conversion feature that were considered embedded derivatives by the Company. The change of control feature and conversion feature were classified as derivative financial liabilities measured at fair value (Note 19). The forced conversion feature was not separated from the host contract as it was considered to be indexed to the Company's shares. The initial fair value of the convertible loan was determined using a market interest rate for an equivalent non-convertible loan at the issue date. The liability was subsequently recognized on an amortized cost basis until extinguished.

Interest expense was calculated by applying the effective interest rate of 16.72% to the host liability component up to the date of repayment. Interest accretion is included in interest expense.

On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Orion Gold Prepay"). In April 2022, the Orion Gold Prepay 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 Orion Gold Prepay. Under the terms of the amended Orion Gold Prepay, 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 an amended and restated Gold Prepay 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 Orion Gold Prepay. 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 was set to occur on December 31, 2026.

During the first quarter of 2026, the Company fully settled the outstanding deliveries of 4,440 ounces of gold remaining under the Orion Gold Prepay through a cash payment of $22.4 million. Upon extinguishment, the Company derecognized the carrying amount of the debt host liability and the related derivative liability and recorded a loss on extinguishment of debt of $1.1 million. The loss represents the excess of the repayment amount over the aggregate carrying amount of the host debt and the related derivative liability and is included in loss on loan extinguishment.

The Orion Gold Prepay was recognized as a financial liability measured at amortized cost and contained an embedded derivative in relation to the embedded gold price within the agreement that was bifurcated and measured at fair value each reporting period through the date of extinguishment (Note 8 and Note 19). Interest expense was calculated by applying the effective interest rate of 29.1% to the carrying amount of the debt liability up to the date of repayment. Interest accretion is included in interest expense.

8. OTHER LIABILITIES

On March 16, 2026, the Company entered into a net smelter return royalty financing arrangement (the "NSR Royalty") with Franco‑Nevada U.S. Corporation ("Franco-Nevada"), granting a perpetual royalty on production from the Company’s properties, including Granite Creek, Cove, the Ruby Hill Complex and Lone Tree. Gross proceeds were $250.0 million, of which $225.0 million was received at closing. Of the $225 million amount received, $25 million is required to be allocated to the advancement of technical and permitting work on the Ruby Hill property which includes an open pit gold deposit referred to as Mineral Point ("Mineral Point"). An additional $25.0 million is expected to be made available to advance Mineral Point, contingent upon satisfaction of specified project expenditure conditions related to the Mineral Point project.

The royalty rate is 1.5% of net smelter returns through December 31, 2030, increasing to 3.0% thereafter. The royalty is payable monthly in cash or in-kind as refined gold or silver at Franco‑Nevada’s election.

The royalty obligation was classified as a financial liability. Upon initial recognition, the Company elected the fair value option and, accordingly, measures the obligation at fair value at each reporting date with changes in fair value recorded in other income or other expense (Note 13). As of September 30, 2026, the current portion of the NSR Royalty liability was $3.8 million (December 31, 2025 -nil). Finance fees of $6.4 million related to the NSR Royalty have been recognized in other expense (Note 13).

During the three and nine months ended September 30, 2026, the Company repaid $0.4 million and $1.1 million, respectively.

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 7 and Note 19). The Company recognizes the embedded derivative at fair value with any changes in fair value recorded in other income or other expense (Note 13). As of September 30, 2026, the current portion of the Silver Purchase Agreement embedded derivative liability wasnil (December 31, 2025 - $2.7 million).

Warrant liability

During thethree and nine months ended September 30, 2026,3.8 million warrants expired. 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 recorded in other income or other expense (Note 13). The current portion of the liability isnil at September 30, 2026 (December 31, 2025 - $0.4 million).

The fair value of the warrants, excluding warrants issued in connection with the May 2024 brokered placement, were calculated using the Black-Scholes option pricing model with the following assumptions:

Share-based payment liability

During the quarter ended September 30, 2026, the Company reassessed the classification of its restricted stock units ("RSUs") and determined that they no longer met the criteria for liability classification and have been reclassified as equity (Note 9). As at December 31, 2025 the share-based payment liability was $7.0 million.

Operating lease liability

Operating lease liabilities relate primarily to equipment and office rentals. The weighted average remaining lease life is 4 years and the weighted average discount rate is 8.48%. Undiscounted remaining payments are $1.0 million for 2026, $6.0 million for 2027 to 2030, and $1.2 million thereafter.

Orion Gold Prepay embedded derivative

The financial liability represented the embedded derivative related to the gold-indexed pricing feature within the Orion Gold Prepay (Note 7 and Note 19). The Company recognized the embedded derivative at fair value, with any changes in fair value recorded in other income or other expense (Note 13). Upon settlement of the Orion Gold Prepay during the first quarter of 2026, the related embedded derivative liability was derecognized.

Conversion and change of control right

The Orion Convertible Loan contained a change of control feature, a conversion feature, and a forced conversion feature that were classified as derivative financial liabilities measured at fair value (Note 19). The forced conversion feature was not separated from the host contract as it is considered to be indexed to the Company's shares. Changes in the fair value of the embedded derivative liabilities were recognized in other income or other expense (Note 13).

During the first quarter of 2026, the Orion Convertible Loan was repaid in full and the related embedded derivative liabilities were derecognized upon extinguishment of the loan.

9. COMMON SHARES

(a)Issued shares

(i)In connection with the 2023 Convertible Debenture redemption the Company issued 8.1 million common shares with a fair value of $13.4 million.

(ii)In connection with the Orion Convertible Loan repayment the Company issued 3.0 million common shares with a fair value of $5.3 million and net proceeds of $5.2 million.

(iii)On June 26, 2026, the Company entered into a termination and settlement agreement with Vox Royalty Corp. to terminate its gold offtake agreement eliminating the fixed obligation to deliver up to 40,000 ounces of refined gold per year from the Granite Creek and Ruby Hill properties through December 31, 2028, and subject to pricing based upon a lookback period. In consideration for the termination, the Company issued 3.5 million common shares valued at $4.8 million (Note 13).

(iv)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 $162.5 million. In addition to the bought deal public offering, the Company closed a private placement of 25.2 million units to certain directors, officers and other shareholders of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million and net proceeds of $12.5 million. Each unit for both offerings is comprised ofone common share and one-half ofone common share purchase warrant. Each warrant entitles the holder to purchaseone common share at a price of $0.70 until November 16, 2027. The total number of warrants issued were 185.5 million.

The Company has assessed the warrants to meet the requirements to be recorded as equity. The net proceeds from the bought deal offering and the private placement were allocated to the warrants in the amount of$10.5 million and $164.9 million based upon the relative fair values of the common shares and warrants issued.

During three months ended September 30, 2026,1.1 million warrants were exercised at an exercise price of $0.70 per share, resulting in the issuance of common shares of the Company for cash proceeds of $0.7 million and a reclassification of $0.1 million from additional paid-in-capital. During the nine months ended September 30, 2026,23.2 million warrants were exercised at an exercise price of $0.70 per share, resulting in the issuance of common shares of the Company for cash proceeds of $16.2 million and a reclassification of $1.3 million from additional paid-in-capital. As at September 30, 2026, total warrants outstanding were 150.8 million (December 31, 2025 -174.0 million).

(v)On January 31, 2025, the Company closed an 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 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).

(vi)During the three months ended March 31, 2025, the Company issued 4.3 million common shares under the at-the-market equity program ("ATM Program") for total gross proceeds of $2.5 million. The ATM Program expired on March 31, 2025.

(b)Share-based compensation

The Company has a share incentive plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. Share incentive awards include stock options, RSUs, deferred share units ("DSU"), and performance share units ("PSU"). The number of common shares issuable under the Plan is limited to 10% in the aggregate of the number of issued and outstanding common shares of the Company at the date of the grant of the award.

The following table summarizes share-based compensation expense included in the Condensed Consolidated Statement of Operations and Comprehensive Loss:

Of the total share-based compensation expense, $9.7 million was recorded in general and administrative expenses and $0.8 million in cost of sales (2025 - $5.6 million andnil, respectively).

During the nine months ended September 30, 2026, the Company granted 2,899,149 RSUs,1,884,100 PSUs and 785,996 DSUs to its officers, employees and directors and issued 1,732,264 common shares upon vesting of RSUs,263,849 common shares upon settlement of DSUs and 541,341 common shares upon exercise of stock options.

The PSUs have a performance multiplier from 0% to 200% of the number of units granted based on the Company's total shareholder return relative to the performance of an exchange traded fund. The Company used a Monte-Carlo simulation and determined a weighted average grant date fair value of $2.26 per unit granted.

During the quarter ended September 30, 2026, the Company reassessed the classification of its RSUs. Based on the Company’s historical and expected settlement practices, which now demonstrate a consistent pattern of share settlement, the Company concluded that the RSUs no longer met the criteria for liability classification under ASC 718 and should be accounted for as equity classified awards. Upon reclassification, the Company transferred the previously recognized RSU liability (Note 8) of $11.6 million to additional paid-in capital at its fair value as of the reclassification date.

10. BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net 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 debenturesof 149,350,644, stock options of 5,670,687, RSUs of 14,899,626, PSUs of 11,378,884, DSUs of 2,145,439, and warrants of 194,900,978 (Note 7, 8 and 9) were excluded from the computation ofdiluted weighted average shares outstanding for the three and nine months ended September 30, 2026 (September 30, 2025 - convertible debentures and convertible loans of 70,365,388, stock options of 8,856,490, PSUs of 7,960,752 and warrants of 233,298,025, respectively) as their effect would be anti-dilutive. As of September 30, 2026, the conversion value of the 2026 Convertible Debentures was less than their principal amount.

11. SUPPLEMENTAL CASH FLOW INFORMATION

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

The following table summarizes non-cash items included in other expense:

Other cash flow information:

12. REVENUES

Revenues by product

Revenues by customer

At September 30, 2026, the Company had two customers that made up 99% of trade receivable (September 30, 2025 - 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 can be sold through numerous commodity market traders worldwide. During the three and nine months ended September 30, 2026 and 2025 all revenues were in the United States.

The following table represents sales to individual customers representing greater than 10% of the Company's revenues:

13. OTHER EXPENSES AND OTHER INCOME

Finance fee expense relates to NSR Royalty origination fees of $6.4 million as well as general financing activity fees.

14. INTEREST EXPENSES

For the three and nine months ended September 30, 2026, the Company capitalized $0.4 million of interest expense related to its Lone Tree plant refurbishment project.

15. LOSS ON LOAN EXTINGUISHMENT

The loss on loan extinguishment relates to the 2023 Convertible Debentures redemption of $4.4 million, repayment of the Orion Convertible Loan of $1.6 million and repayment of the Orion Gold Prepay of $1.1 million which were repaid during the first quarter of 2026.

16. SEGMENT INFORMATION

The Company currently hasfour principal assets which represent the Company's reportable and operating segments. All operating segments are located in Nevada, United States. Results of the operating segments are reviewed by the Company's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. The Company's CODM is the chief executive officer. 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 Costs applicable to sales exclude depreciation, depletion, amortization, and royalties.

17. INCOME TAXES

(a)The components of income tax benefit (expense) are as follows:

(b)The components of loss before income taxes are as follows:

18. COMMITMENTS AND CONTINGENCIES

Capital Commitments

The Company has capital commitments of approximately $137.9 million related to its Lone Tree Plant refurbishment project expected to be spent over the next 12 months.

Offtake Agreement

On June 26, 2026, the Company entered into a termination and settlement agreement with Vox Royalty Corp. to terminate its gold offtake agreement eliminating the fixed obligation to deliver up to 40,000 ounces of refined gold per year from the Granite Creek and Ruby Hill properties through December 31, 2028, and subject to pricing based upon a lookback period. In consideration for the termination, the Company issued 3.5 million common shares valued at $4.8 million.

19. 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.

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 the financial instruments measured at fair value on a recurring basis within the fair value hierarchy for Level 1 and Level 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 instruments 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 operations are carried at amortized cost. Accounts payable and accrued liabilities approximate their carrying value due to their short-term nature. The 2026 Convertible Debentures have a fair value of $339.6 million.

Warrant liabilities

The warrant liabilities are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk-free rates and expiry dates.

The warrants issued in connection with the 2024 brokered placement are classified within Level 1 of the fair value hierarchy as the warrants are listed on the TSX and or the NYSE American and therefore a quoted market price is available.

The following table presents a summary of changes in the fair value of the Company's recurring Level 3 financial instruments:

The Company calculates fair values based on the following methods of valuation and assumptions for Level 3 financial instruments as follows:

The NSR Royalty is measured at fair value at each reporting date (Level 3). In determining fair value, management judgment is required with respect to significant unobservable input variables used in the valuation model. These inputs include estimates of life‑of‑mine production volumes, timing of production, forward commodity prices and Company‑specific discount rates. Changes in fair value were recorded in other income and other expense in the Condensed 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 Silver Purchase Agreement and the other in relation to the gold substitution option whereby the Company could choose to deliver gold instead of silver at a ratio of 75:1, both are measured at fair value each reporting period (Level 3). As at March 31, 2026, the gold substitution option was extinguished upon settlement of the Annual Minimum Delivery Amount. In determining the fair value of the embedded derivatives at each reporting period, management judgment is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, discount rates and the Company's production profile. Gains and losses were recorded in other income and other expense in the Condensed Consolidated Statement of Operations.

The 2026 Gold Prepay 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 judgment is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices and discount rates. Gains and losses were recorded in other income and other expense in the Condensed Consolidated Statement of Operations.

The Orion Gold Prepay was recognized as a financial liability at amortized cost and contained an embedded derivative in relation to the embedded gold price within the agreement that was measured at fair value each reporting period (Level 3). In determining the fair value of the embedded derivative at each reporting period, management judgment is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices and discount rates. Gains and losses were recorded in other income and other expense in the Condensed Consolidated Statement of Operations.

The Orion Convertible Loan contained conversion and change of control rights that were separately measured at fair value each reporting period (Level 3). In determining the fair value at each reporting period, management judgment was required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as management's estimate of the probability and date of a change of control event, the Company's share price, share price variability, and discount rates. Gains and losses were recorded in other income and other expense in the Condensed Consolidated Statement of Operations.