i-80 Gold Corp.

Company Overview

i-80 Gold Corp. (the "Company", "i-80 Gold") is a Nevada-focused growth-oriented gold and silver mining company engaged in the exploration and extraction of gold and silver. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located on some of Nevada's most prolific gold-producing trends. The Company's wholly owned principal assets, which are at various stages of permitting, construction, and technical studies, include the Granite Creek property, the Ruby Hill property, the Lone Tree property containing a processing facility, the Cove property, and the FAD property.

The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada. The Company’s common shares and warrants are listed on the NYSE American under the symbols IAUX and IAUX.WS, respectively and on the TSX under the symbols IAU, IAU.WT and IAU.WT.U respectively. The Company’s head office is located in Reno, Nevada, United States ("US"). The Company also has an executive office located in Toronto, Ontario, Canada.

Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.

Operational and Financial Highlights

Three months ended June 30, 2025

•Revenue totaled $27.8 million for the quarter compared to $7.2 million in the prior year period primarily driven by higher gold ounces sold 1 at Granite Creek and Lone Tree and a higher average realized gold price 2.

•Gold sales 1 for the quarter totaled 8,400 ounces at an average realized gold price 2 of $3,301 per ounce compared to gold sales 1 of 3,445 ounces at an average realized gold price 2 of $2,337 per ounce in the prior year period.

•Loss per share of $0.05 for the quarter improved compared to $0.11 loss per share in the prior year quarter primarily due to an increase in gross profit of $13.1 million.

•Cash used in operating activities for the quarter was $11.3 million, compared to $24.6 million in the prior year period due to an increase in gross profit.

•Executed financing initiatives in support of the Company’s broader recapitalization plan, including a bought deal public offering to which the Company issued 345.8 million units for gross proceeds of $172.9 million (net proceeds of $162.7 million) and a private placement of 25.2 million units for gross proceeds of $12.6 million (net proceeds of $12.5 million).

•Cash balance of $133.7 million as at June 30, 2025, an increase of $120.2 million compared to March 31, 2025 primarily due to net proceeds received from the bought deal public offering and private placement, partially offset by the gold and silver deliveries under the prepay instruments of $31.0 million and $11.0 million, respectively.

•Completed 8,717 feet of core drilling during the three months ended June 30, 2025 at the Mineral Point open pit project on the Ruby Hill property and Granite Creek underground to enhance mineral resource definition and support future technical studies.

Six months ended June 30, 2025

•Revenue totaled $41.9 million compared to $15.6 million in the comparative prior year period due to higher gold ounces sold and a higher average realized gold price 2.

•Gold sales 1 totaled 13,352 ounces for the year at an average realized gold price 2 of $3,124 per ounce, compared to gold sales of 7,506 ounces at an average realized gold price 2 of $2,188 per ounce in the prior year period.

•Cash used in operating activities was $34.0 million improved from the prior year period primarily due to higher gross profit.

•Loss per share of $0.14 per share improved from $0.18 loss per share in the comparative prior year period.

•As at June 30, 2025, cash balance was $133.7 million, an increase of $114.7 million from December 31, 2024 due to proceeds from the brokered and private placement, partially offset by cash used in operating activities and gold and silver deliveries under the prepay instruments of $31.0 million and $11.0 million, respectively.

•23,479 feet of core and reverse circulation drilling completed with multiple positive results to expand mineralization further and improve resource definition at the Cove project, Granite Creek underground project, and the Mineral Point open pit project within the Ruby Hill property.

•Filed Preliminary Economic Assessments/Initial Assessments ("PEA"s) as Technical Reports for all five gold projects in support of the Company’s new development plan, which outlines a combined net present value of approximately $1.6 billion based on a $2,175 per ounce gold price.

Strategy Overview

i-80 Gold is executing a new multi-asset development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing the Company’s three high-grade underground mines and the refurbishment and eventual commissioning of the Lone Tree autoclave, which will serve as a central processing hub for underground refractory material. Development of the Company’s two large, open pit oxide projects is expected to follow to support the target of a long-term production growth profile of more than 600,0003 ounces of annual gold production. All of the Company's properties are currently considered to be in exploration stage as no reserves have been established.

In support of the development plan, the Company released PEAs in the first quarter of 2025 for all five gold core projects. These PEAs outlined a clear and phased path to production and cash flow growth. Permitting, technical studies, and development work are actively being advanced across all five gold projects, as well as the Lone Tree processing facility, in support of upcoming feasibility studies.

Phase one of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in this phase is the refurbishment and commissioning of the wholly owned Lone Tree autoclave to unlock the full value of the Company’s underground mines. Once commissioned, Lone Tree enables processing of underground material to shift from third-party toll-milling to owner-operated processing in 2028. Average annual gold production is expected to increase to a range of between 150,000 to 200,000 ounces of gold in phase one 3.

Phase two of the development plan focuses on bringing two additional projects into operation: Cove, the third planned underground mine, and Granite Creek open pit. Mineralized material from Cove is expected to be processed at the Lone Tree facility beginning in 2029. With four producing assets planned, average annual production is expected to increase to a range of between 300,000 to 400,000 ounces of gold in 20313, representing a significant step in i-80 Gold’s transition to a mid-tier producer.

Phase three is anchored by the target to start production at Mineral Point open pit, which is expected to become the Company’s largest producing asset and projected to help the Company achieve its target of average annual gold production beyond 600,000 ounces in the early 2030s 3.

Recapitalization Plan

Alongside the development plan, the Company continues to execute on a recapitalization strategy focused on strengthening the balance sheet and funding its growth plans. On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million and net proceeds of $12.5 million. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. If fully exercised, the warrants could provide the Company with up to approximately $130 million in additional proceeds.

3 Consolidated production estimates and average annual production targets include the Cove Project, Archimedes Underground Project, Mineral Point Open Pit Project, Granite Creek Underground Project, and Granite Creek Open Pit Project and are based on the most recent life-of-mine production schedules disclosed in the latest technical studies filed for each respective project and related property. These anticipated production figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and which are not mineral reserves. In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves. As such, there is no certainty that the production targets will be realized. The production target is also pending the completion of the autoclave refurbishment class 3 engineering study (where a series of trade-off scenarios will be considered comparing full autoclave refurbishment to alternate toll milling and ore purchase agreement options that could potentially be available), Board approval, and the successful funding, development, and commissioning of the Company’s Lone Tree autoclave processing facility. The production target presented herein is a Company goal and not a projection of results and should not be taken as production guidance.

The Company addressed the first phase of its recapitalization plan by entering into agreements to defer the December 2024 Gold Prepay Agreement and January 2025 Silver Purchase Agreement deliveries until March 31, 2025 and settled the deliveries on April 2, 2025 with Orion Mine Finance ("Orion") by entering into a New Gold Prepay and Silver Purchase Agreement with National Bank with deliveries of 6,864 ounces of gold and 345,549 ounces of silver by September 30, 2025. This arrangement was settled in May with the proceeds from the equity raise. Through to mid-2026, approximately $92 million is expected to be allocated to fund construction activities, drilling, permitting, and technical studies across all five core projects including the Lone Tree autoclave processing facility, all part of the development plan.

The Company is actively working to secure the balance of required capital to execute the development plan and is in discussions with several parties regarding additional financing options. These potential options include debt facilities, as well as a royalty sale, and the sale of its FAD property, which is a non-core asset. Management aims to complete the balance of its recapitalization plan by mid-2026, aligning with the date of maturity of the Orion Convertible Loan.

Outlook

The Company expects to extract between 30,000 to 40,000 ounces 1 of gold in 2025. Granite Creek underground is expected to contribute between 20,000 to 30,000 ounces 1 of gold, and the Company’s two residual heap leach operations are expected to contribute approximately 10,000 ounces of gold in 2025.

To advance development plans, three areas of growth expenditures over the next three years were outlined in the PEAs filed for all five projects in March 2025. These growth expenditures ranked from highest priority are: (i) advancing permitting activities, (ii) feasibility studies, and (iii) development work at Archimedes underground. For 2025, the growth expenditures are expected to total between $40 million to $50 million.

This outlook, including expected results and targets, is subject to various risks, uncertainties and assumptions, which may impact future performance and the Company’s ability to achieve the results and targets discussed in this section. Please refer to "Forward Looking Statements" section. The Company may, but is under no obligation to, update this outlook depending on changes in metal prices and other factors.

Financing Overview

Three months ended June 30, 2025

Working Capital Facility

On April 29, 2025, the Company finalized a master purchase and sale agreement with Auramet International, Inc. Under this agreement, the Company received the prepayment of 3,600 ounces of gold, for $12.0 million totaling $11.6 million in net proceeds. As at June 30, 2025, the Company has delivered 1,454 ounces with 2,146 ounces remaining to be delivered in the amount of $7.1 million.

Bought Deal Offering and Private Placement

On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit is comprised of one common share and one-half of one common share purchase warrant.

In May 2025, the Company fully repaid the New Gold Prepay and Silver Purchase Agreement with National Bank.

Six months ended June 30, 2025

Prospectus Offering of Common Shares

On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of approximately$15.6 million (C$22.6 million).

On February 28, 2025, in connection with the prospectus offering, the Company closed a private placement of an aggregate of 1.0 million common shares to certain directors and officers of the Company at a price of C$0.80 per share for gross proceeds of approximately $0.6 million (C$0.8 million).

On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to its Convertible Debenture Indenture dated February 22, 2023 (the "Indenture"). The amendments provided:

•the conversion price applicable to the debenture holder’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;

•the conversion price applicable to the Company’s right to elect to convert outstanding and accrued interest on the Convertible Debentures is equal to the greater of (x) 85% of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;

•that the Company’s right to grant security against the Cove Project would rank subordinate to the security granted to the debenture holders; and

•the Company with a redemption right in respect of all of the outstanding Convertible Debentures which allows the Company to redeem, in its sole discretion, all of the outstanding Convertible Debentures for cash at a 104% premium of the outstanding principal, along with accrued interest up to the redemption date.

On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement ("Orion Convertible Loan") with an affiliate of Orion. As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.

Further to the Orion Convertible Loan, Orion and i-80 Gold have extended the maturity date by six months from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations under the Orion Convertible Loan. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. In connection with the extension of the Orion Convertible Loan, the Company has issued to Orion 5 million common share purchase warrants (the “2025 Orion Warrants”) with an exercise price of C$1.01 and an expiry date of January 15, 2029.

In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Offtake Agreement”). The Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Deterra Royalties Limited expires at the end of December 2028.

ATM Program

During the first quarter of 2025, the Company issued 4.3 million common shares under the ATM Program for total gross proceeds of $2.5 million. Since inception the Company issued a total of 26.7 million common shares under the ATM Program for total gross proceeds of $25.1 million. The ATM Program expired on March 31, 2025.

On March 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with National Bank under which National Bank purchased approximately 6,864 ounces of gold and 345,549 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this new prepay arrangement were used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The New Gold Prepay and Silver Purchase Agreement was fully repaid during May 2025.

Completed PEAs for Five Gold Projects

During the first quarter of 2025, the Company issued five press releases highlighting the economic and operating results from PEAs completed for five gold projects. The updated PEAs, filed at the end of the first quarter, demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate and new development plan. Technical reports for each project were filed in accordance with Subpart 1300 of Regulation S-K ("S-K 1300) and Item 601 of Regulation S-K in the United States and in accordance with National Instrument 43-101 Standards for Disclosure of Mineral Projects in Canada ("NI 43-101").

Third-party Processing Agreements

In March 2025, the Company finalized third-party processing agreements in respect of toll milling for refractory material as well as ore sales for oxide material. The Agreements remain in effect through to December 31, 2027. The Company is targeting to have the anticipated refurbishment of its Lone Tree autoclave facility complete by December 31, 2027, to allow for all material from the Company's underground mines to be processed at its autoclave facility.