i-80 Gold Corp 10-Q for FY2026 Q2
i-80 Gold Corp. (IAUX)
10-Q
2026-08-10
For: 2026-06-30
View Original
Added on
August 10, 2026
About this 10-Q
i-80 Gold Corp filed this 10-Q on August 10, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $24.35M
- down 12.5% from $27.84M a year earlier
- Net loss
- $52.53M
- compared with a net loss of $30.22M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
For the Quarterly Period Ended June 30, 2026
OR
For the Transition Period from ____ to ____
Commission File Number: 001-41382
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
Canada | 5190 Neil Road, Suite 460 Reno, Nevada USA 89502 | ||||||||||
(Address of Principal Executive Offices) | |||||||||||
( (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| Common Shares | IAU | The Toronto Stock Exchange | |||||||||
Warrants to Purchase Common shares | IAU.WT.U | The Toronto Stock Exchange | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |||||||
Smaller reporting company | Emerging growth company | |||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 10, 2026 the registrant had 865,901,683 common shares, no par value, outstanding.
| PART I - FINANCIAL INFORMATION | PAGE | |||||||
PART II - OTHER INFORMATION | ||||||||
FORWARD-LOOKING INFORMATION
Certain information set forth in this Quarterly Report Form 10-Q, including but not limited to management's assessment of the Company's future plans and operations; the anticipated timing of permitting the Lone Tree Plant, construction, refurbishment and commissioning; the anticipated benefits of the refurbished processing plant including to cash margins and recoveries, operating margins and free cash flow generation, and the transition from toll milling to owner-operated processing; the anticipated cost and payback period of the refurbishment plan; the perceived merit of projects or deposits; the impact, timing, and execution of the Company’s three-phase development plan; the anticipated timing of permitting, production, project development or completion dates for feasibility studies, technical studies, and recapitalization plan; execution and timing of all asset advancements in the development plan; that ramp-up activities at Granite Creek will lead to steady state production; the Granite Creek dewatering campaign; the potential to utilize the autoclave infrastructure at the Lone Tree Plant to process mineralized material pending the outcome of the refurbishment; that Mineral Point will become the Company’s largest producing asset and is expected to provide the biggest step change in company-wide production; the successful permitting of each project; the ability to further de-risk the development pipeline; the timing, completion and results of the Company’s drill programs; the inclusion of drill results in future feasibility studies and the expected conversion of mineral resources to higher confidence categories or to mineral reserves; that any of the projects will reach commercial production; and the Company’s ability to achieve mid-tier producer status; outlook on gold output; the anticipated growth expenditures; the anticipated timing of permitting, production, project development or technical studies; the Company's 2026 production, operating pre-development, evaluation and exploration cost guidance; the anticipated timing for water treatment plant completion at Granite Creek; anticipated commissioning of the Lone Tree Plant by the end of 2027; the expected timing of first gold from upper Archimedes; the anticipated implementation of a hub-and-spoke regional mining and processing model; and the Company's expectation that it has sufficient liquidity to meet its obligations as they become due, constitutes forward looking statements (collectively, "forward-looking information") within the meaning of applicable Canadian and United States securities laws.
All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Readers are cautioned that the assumptions used in the preparation of information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward looking statements.
The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive therefrom. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including general economic and industry conditions, volatility of commodity prices, title risks and uncertainties, the ability to access sufficient capital from internal and external sources such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Additional risks include uncertainties related the refurbishment of the Lone Tree Plant, including cost overruns and construction delays; risks related to third-party toll milling arrangements and processing delays; uncertainties regarding water management and groundwater inflows at Granite Creek; risks related to the conversion of mineral resources and the results of feasibility studies. Please see “Risks Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information regarding risks regarding the Company which is available on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca. All forward-looking statements contained in this Quarterly Report Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q or as of the dates specified in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.
PART I
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
i-80 GOLD CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Note | June 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventories | 3 | ||||||||||
| Prepaids and deposits | |||||||||||
| Other assets | 4 | ||||||||||
| Total current assets | |||||||||||
| Other assets | 4 | ||||||||||
| Restricted cash | 5 | ||||||||||
| Property, plant and equipment, net | 6 | ||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Income taxes payable | 17 | ||||||||||
| Debt | 7 | ||||||||||
| Reclamation liabilities | |||||||||||
| Other liabilities | 8 | ||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Debt | 7 | ||||||||||
| Reclamation liabilities | |||||||||||
| Other liabilities | 8 | ||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES | 19 | ||||||||||
| EQUITY | |||||||||||
Common shares, unlimited authorized shares with no par value, | 9 | ||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
i-80 GOLD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Note | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | 12 | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||
| Depreciation, depletion and amortization | 6 | ( | ( | ( | ( | ||||||||||||
| Gross profit | |||||||||||||||||
| Expenses | |||||||||||||||||
| Pre-development, evaluation and exploration | |||||||||||||||||
| General and administrative | 9 | ||||||||||||||||
| Property maintenance | |||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||
| Other income | 13 | ||||||||||||||||
| Other expenses | 13 | ( | ( | ( | ( | ||||||||||||
| Interest expenses | 14 | ( | ( | ( | ( | ||||||||||||
| Loss on loan extinguishment | 15 | ( | ( | ( | |||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||
| Income tax expense | 17 | ( | ( | ||||||||||||||
Net loss and comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Net loss per share | |||||||||||||||||
| Basic and diluted net loss per share | 10 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||
| Basic and diluted weighted average shares outstanding | 10 | ||||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
i-80 GOLD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Note | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Adjustments | |||||||||||||||||
| Depreciation, depletion and amortization | 6 | ||||||||||||||||
| Accretion expense | |||||||||||||||||
| Share-based compensation | |||||||||||||||||
Non-cash items included in other expense | 11 | ||||||||||||||||
Loss on loan extinguishment | 15 | ||||||||||||||||
Non-cash interest expense | |||||||||||||||||
Finance fee expense | 13 | ||||||||||||||||
Other | ( | ( | ( | ( | |||||||||||||
Net change in operating assets and liabilities | 11 | ( | ( | ( | |||||||||||||
| Cash used in operating activities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| INVESTING ACTIVITIES | |||||||||||||||||
| Additions to property, plant and equipment | ( | ( | ( | ( | |||||||||||||
| Cash used in investing activities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||||||||
| Proceeds from 2026 Convertible Debentures | 7 | ||||||||||||||||
| Proceeds from NSR Royalty | 8 | ||||||||||||||||
| Proceeds from 2026 Gold Prepay | 7 | ||||||||||||||||
| Repayment on 2023 Convertible Debentures | 7 | ( | |||||||||||||||
| Repayment on Orion Convertible Loan | 7 | ( | |||||||||||||||
| Repayment on Orion Gold Prepay | 7 | ( | ( | ( | |||||||||||||
| Net proceeds from New Gold Prepay and Silver Purchase Agreement | |||||||||||||||||
| Principal repayment on New Gold Prepay and Silver Purchase Agreement | ( | ( | |||||||||||||||
| Principal repayment on Silver Purchase Agreement | ( | ( | |||||||||||||||
| Proceeds from equity offerings | |||||||||||||||||
| Warrant and stock option exercises | 9 | ||||||||||||||||
| Debt and other liability issuance costs | ( | ( | ( | ( | |||||||||||||
| Other | ( | ( | ( | ||||||||||||||
| Cash provided by financing activities | $ | $ | $ | $ | |||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||||||||
| Net change in cash, cash equivalents and restricted cash during the period | ( | ||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ( | |||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | $ | $ | |||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||
| Restricted cash and cash equivalents | |||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | $ | $ | |||||||||||||
Supplemental cash flow information [Note 11]
See accompanying notes to the Condensed Consolidated Financial Statements
i-80 GOLD CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Common Shares | Additional Paid-In Capital | Accumulated Deficit | ||||||||||||||||||
Note | Shares | Amount | Total Equity | |||||||||||||||||
| Balance as at December 31, 2025 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 9 | — | — | |||||||||||||||||
| Issued on exercise of warrants | 9 | ( | — | |||||||||||||||||
| Share-based compensation and related share issuances | 9 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at March 31, 2026 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 9 | — | — | |||||||||||||||||
| Issued on exercise of warrants | 9 | ( | — | |||||||||||||||||
| Share-based compensation and related share issuances | 9 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at June 30, 2026 | $ | $ | $ | ( | $ | |||||||||||||||
| Balance as at December 31, 2024 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 9 | $ | $ | — | $ | — | $ | |||||||||||||
| Share-based compensation and related share issuances | 9 | $ | $ | $ | — | $ | ||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at March 31, 2025 | $ | $ | $ | ( | $ | |||||||||||||||
| Issued from financing activities | 9 | — | ||||||||||||||||||
| Share-based compensation and related share issuances | 9 | — | ||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||
| Balance as at June 30, 2025 | $ | $ | $ | ( | $ | |||||||||||||||
See accompanying notes to the Condensed Consolidated Financial Statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
1.THE COMPANY
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 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.
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 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 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 and six months ended June 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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
3.INVENTORIES
| June 30, 2026 | December 31, 2025 | |||||||
| Mineralized material in stockpiles and on leach pads | $ | $ | ||||||
| Stockpile at third-party processing facility | ||||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Materials and supplies | ||||||||
| Total inventories | $ | $ | ||||||
During the three and six months ended June 30, 2026, the Company recognized, within cost of sales, inventory write-downs of nil 3.1 million and $4.0 million, respectively). 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
| June 30, 2026 | December 31, 2025 | |||||||
2026 Gold Prepay Agreement embedded derivative (i) | $ | $ | ||||||
Operating lease assets | ||||||||
| Long-term prepaid (ii) | ||||||||
| Other assets | ||||||||
| Total other assets | $ | $ | ||||||
| Less current portion | ||||||||
| Long-term portion | $ | $ | ||||||
(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 20). 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 asset 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 relating to the reclamation for its Granite Creek, Lone Tree and Ruby Hill properties. During the three months ended June 30, 2026, $16.9 million was released from restricted cash to cash and cash equivalents.
6.PROPERTY, PLANT AND EQUIPMENT, NET
| June 30, 2026 | December 31, 2025 | |||||||
Pre-development and exploration properties (i) | $ | $ | ||||||
Property, plant and equipment (ii) | ||||||||
| Construction-in-progress (i) | ||||||||
| Total | ||||||||
| Accumulated depreciation, depletion and amortization | ||||||||
| 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 $98.3 million (December 31, 2025 - $98.2 million) not subject to depreciation, depletion and amortization.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
Total depreciation, depletion and amortization on property, plant and equipment are recorded in the following:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||
| Pre-development, evaluation and exploration | ||||||||||||||
| General and administrative | ||||||||||||||
| Property maintenance | ||||||||||||||
| Total depreciation, depletion and amortization | $ | $ | $ | $ | ||||||||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
7.DEBT
| June 30, 2026 | December 31, 2025 | |||||||
2026 Convertible Debentures | $ | $ | ||||||
2026 Gold Prepay | ||||||||
| Silver Purchase Agreement | ||||||||
| 2023 Convertible Debentures | ||||||||
| Orion Convertible Loan | ||||||||
| Orion Gold Prepay | ||||||||
| Other | ||||||||
| Total debt | $ | $ | ||||||
| Less current portion of debt | ||||||||
| Long-term debt | $ | $ | ||||||
2026 Convertible Debentures
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 accretion is 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.
2026 Gold Prepay
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 (“NBC”) and Macquarie Bank Limited (“Macquarie”). 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 Company has an accordion feature which provides an additional $100 million for a 24 -month period from closing, subject to customary conditions and lender approval. As of June 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 20).
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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
Silver Purchase Agreement
On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion (the "Silver Purchase Agreement"). Under the Silver Purchase Agreement, commencing April 30, 2022, the Company will 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.
The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 8 (ii) and Note 20 of these Financial Statements. Interest expense is calculated by applying the effective interest rate to the financial liability. As of June 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 six months ended June 30, 2026, the Company settled 2,065 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 Minimum Annual Delivery Amount. As of June 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.
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.
2023 Convertible Debentures
On February 22, 2023, the Company closed a private placement offering 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 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 2023 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 American 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 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 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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
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.
Orion Convertible Loan
On December 13, 2021, the Company entered into a Convertible Credit Agreement with OMF Fund III (F) Ltd., an affiliate of 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. 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 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. As at June 30, 2026, there are no amounts outstanding 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 20). 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.
Orion Gold Prepay
On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Orion Gold Prepay"). In April 2022, the 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 A&R 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 will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
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 20). 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
| June 30, 2026 | December 31, 2025 | |||||||
| NSR Royalty | $ | $ | ||||||
| Silver Purchase Agreement embedded derivative | ||||||||
Warrant liability | ||||||||
Share-based payment liability | ||||||||
| Lease liability | ||||||||
| Orion Gold Prepay embedded derivative | ||||||||
| Conversion and change of controls rights | ||||||||
| Total other liabilities | $ | $ | ||||||
| Less current portion | ||||||||
| Long-term portion | $ | $ | ||||||
NSR Royalty
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 Mineral Point project. 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 June 30, 2026, the current portion of the NSR Royalty liability was $3.7 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 six months ended June 30, 2026, the Company repaid $0.4 million and $0.6 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 20). 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 June 30, 2026, the current portion of the Silver Purchase Agreement embedded derivative liability was nil (December 31, 2025 - $2.7 million).
Warrant liability
| Issue date | Expiry date | Exercise price (C$) | Number of warrants | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Brokered placement | 5/1/2024 | 5/1/2028 | $ | $ | ||||||||||||||||
| Orion warrants | 9/20/2023 | 9/20/2026 | ||||||||||||||||||
| Orion warrants | 1/24/2024 | 1/24/2028 | ||||||||||||||||||
| Orion warrants | 1/15/2025 | 1/15/2029 | ||||||||||||||||||
| Total 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 recorded in other income or other expense (Note 13). The current portion of the liability is nil at June 30, 2026 (December 31, 2025 - $0.4 million).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
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:
| June 30, 2026 | December 31, 2025 | |||||||
| Risk-free rate | ||||||||
| Expected volatility | ||||||||
Share-based payment liability
Lease liability
Lease liabilities relate primarily to equipment and office rentals. The weighted average remaining lease life is 2 years and the weighted average discount rate is 8.42 %. Undiscounted remaining payments are $1.8 million for 2026, $2.9 0.1 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 20). 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 20). 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).
9.COMMON SHARES
(a)Issued shares:
| Note | Number of shares | Amount | ||||||||||||||||||
| Balance as at December 31, 2025 | $ | |||||||||||||||||||
| 2023 Convertible Debenture redemption | (i) | |||||||||||||||||||
| Orion Convertible Loan repayment | (ii) | |||||||||||||||||||
| Offtake termination | (iii) | |||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Exercise of warrants | (iv) | |||||||||||||||||||
| Balance as at June 30, 2026 | $ | |||||||||||||||||||
| Balance as at December 31, 2024 | $ | |||||||||||||||||||
| Private Placement | (iv) | |||||||||||||||||||
| Brokered placement | (iv) | |||||||||||||||||||
| Private placement | (v) | |||||||||||||||||||
| ATM program | (vi) | |||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Balance as at June 30, 2025 | $ | |||||||||||||||||||
(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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
(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 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. 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 shares and warrants issued.
During the six months ended June 30, 2026, 22.1 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 $15.5 million and a reclassification of $1.3 million from additional paid-in-capital.
(v)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 $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).
(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:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Restricted share units | $ | $ | $ | $ | ||||||||||
| Deferred share units | ||||||||||||||
| Performance share units | ||||||||||||||
| Stock options | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
Of the total share-based compensation expense, $4.9 million was recorded in general and administrative expenses and $0.6 million in cost of sales (2025 - $2.5 million and nil , respectively).
During the six months ended June 30, 2026, the Company granted 2,856,515 RSUs, 1,860,752 PSUs and 742,816 DSUs to its officers, employees and directors and issued 1,182,327 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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
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:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Convertible debentures of 149,350,644 , stock options of 5,684,307 , PSUs of 11,332,188 , DSUs of 2,102,259 , and warrants of 195,977,078 (Note 8 and Note 9) were excluded from the computation of diluted weighted average shares outstanding for the three and six months ended June 30, 2026 (June 30, 2025 - convertible debentures of 71,703,563 , stock options of 9,189,418 , PSUs of 6,678,000 and warrants of 235,099,025 , respectively) as their effect would be anti-dilutive. As of June 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:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Receivables | $ | $ | ( | $ | ( | $ | ( | |||||||
| Prepaids and deposits | ( | ( | ( | ( | ||||||||||
| Inventory | ( | ( | ( | |||||||||||
| Accounts payable and accrued liabilities | ( | ( | ( | ( | ||||||||||
| Income taxes payable | ||||||||||||||
| Accrued interest payable | ( | |||||||||||||
| Deferred revenue | ||||||||||||||
| Net change in operating assets and liabilities | $ | ( | $ | $ | ( | $ | ( | |||||||
The following table summarizes non-cash items included in other expense:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
Loss on fair value measurement of Silver Purchase Agreement derivative | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Gain on fair value measurement of 2026 Gold Prepay derivative | ||||||||||||||
Loss on fair value measurement of NSR Royalty | ( | ( | ||||||||||||
| Gain (loss) on fair value measurement of Convertible Loans derivative | ( | ( | ||||||||||||
Loss on fair value measurement of Orion Gold Prepay derivative | ( | ( | ( | |||||||||||
| Loss on offtake liability | ( | $ | ( | |||||||||||
| Gain on fair value measurement of warrant liability | $ | |||||||||||||
Other | ( | |||||||||||||
Non-cash items included in other expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
Other cash flow information:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
Non-cash investing and financing activities: | ||||||||||||||
| Capital expenditures, not yet paid | $ | $ | $ | $ | ||||||||||
| Shares issued in relation to 2023 Convertible Debentures interest | $ | $ | $ | $ | ||||||||||
| Shares issued in relation to Orion Convertible Loan repayment | $ | $ | $ | $ | ||||||||||
| Shares issued in relation to Offtake settlement | $ | $ | $ | $ | ||||||||||
Other cash flow information: | ||||||||||||||
| Interest paid - Orion Convertible Loan | $ | $ | $ | $ | ||||||||||
| Interest paid - 2023 Convertible Debentures | $ | $ | $ | $ | ||||||||||
12.REVENUES
Revenues by product
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Gold and silver | $ | $ | $ | $ | ||||||||||
| Mineralized material | ||||||||||||||
Total | $ | $ | $ | $ | ||||||||||
Revenues by customer
At June 30, 2026, the Company had two customers that made up 99 % of trade receivable (June 30, 2025 - the Company had one customer that made up 98 % 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 six months ended June 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:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
Customer | Segment | 2026 | 2025 | 2026 | 2025 | ||||||||||||
Customer 1 | Granite Creek, Ruby Hill, Lone Tree | $ | $ | $ | $ | ||||||||||||
Customer 2 | Granite Creek | $ | $ | ||||||||||||||
Customer 3 | Granite Creek, Ruby Hill, Lone Tree | $ | $ | ||||||||||||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
13.OTHER EXPENSES AND OTHER INCOME
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
Loss on fair value measurement of Silver Purchase Agreement derivative | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Loss on fair value measurement of NSR Royalty | ( | ( | ||||||||||||
Finance fee expense | ( | |||||||||||||
Loss on Offtake liability (Note 9) | ( | ( | ||||||||||||
Loss on fair value measurement of Convertible Loans derivative | ( | ( | ||||||||||||
| Loss on fair value measurement of Orion Gold Prepay Agreement derivative | ( | ( | ( | |||||||||||
| Other | ( | ( | ||||||||||||
| Total other expenses | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Gain on fair value measurement of 2026 Gold Prepay derivative | ||||||||||||||
| Interest income | ||||||||||||||
| Gain on fair value measurement of warrant liabilities | $ | $ | ||||||||||||
| Gain on convertible loans | ||||||||||||||
| Other | ||||||||||||||
| Total 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
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| 2026 Gold Prepay | $ | $ | $ | $ | ||||||||||
2026 Convertible Debentures | ||||||||||||||
Convertible loans | ||||||||||||||
Silver Purchase Agreement | ||||||||||||||
| 2023 Convertible Debentures | ||||||||||||||
| Amortization of finance costs | ||||||||||||||
Orion Gold Prepay | ||||||||||||||
Other interest expense | ||||||||||||||
| Total interest expenses | $ | $ | $ | $ | ||||||||||
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 has four The results from operations for these reportable segments are summarized in the following tables:
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
| Three months ended June 30, 2026 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
| Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
Adjusted (loss) income from operations | ( | ( | ( | ( | ( | |||||||||||||||
| Unallocated expenses: | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | |||||||||||||||||||
| Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
| Three months ended June 30, 2025 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
| Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
Adjusted (loss) income from operations | ( | ( | ( | ( | ( | |||||||||||||||
| Unallocated expenses: | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | |||||||||||||||||||
| Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
| Six months ended June 30, 2026 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
| Adjusted income (loss) from operations | ( | ( | ( | ( | ( | |||||||||||||||
Unallocated expenses: | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | |||||||||||||||||||
Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
| Six months ended June 30, 2025 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||
Costs applicable to sales1 | ( | ( | ( | |||||||||||||||||
| Pre-development, evaluation and exploration | ( | ( | ( | ( | ( | |||||||||||||||
Property maintenance | ( | ( | ( | ( | ( | |||||||||||||||
| Adjusted (loss) income from operations | ( | ( | ( | ( | ( | |||||||||||||||
Unallocated expenses: | ||||||||||||||||||||
| Depreciation, depletion and amortization | ( | |||||||||||||||||||
Royalties | ( | |||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Loss from operations | $ | ( | ||||||||||||||||||
____________________________
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
| At June 30, 2026 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
| At December 31, 2025 | Granite Creek | Ruby Hill | Lone Tree | Cove | Corporate and other | Total | ||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||
17.INCOME TAXES
(a)The components of income tax expense are as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| United States | $ | $ | $ | $ | ||||||||||
| Canada | ||||||||||||||
| Current tax expense | $ | $ | ||||||||||||
| Total income tax expense | $ | $ | $ | $ | ||||||||||
(b)The components of loss before income taxes are as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| United States | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Canada | ( | ( | ( | |||||||||||
| Loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
18.RELATED PARTY TRANSACTIONS
During the three and six months ended June 30, 2026, the Company had no related party transactions. As of June 30, 2025 the Company had the following transactions with its related parties:
Related party debt
The Company had Convertible Loans with both Orion and Sprott (Note 7). Interest accretion related to the loans was recorded in interest expense (Note 14).
The Company had a Gold Prepay Agreement and Silver Purchase Agreement with Orion (Note 7).
Other liabilities
The Company has issued warrants and had entered into an offtake agreement with Orion (Note 8) (Note 20).
19.COMMITMENTS AND CONTINGENCIES
Capital Commitments
The Company has capital commitments of approximately $110.1 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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
20.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).
(i)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:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||
Level | Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||
Warrant liability - brokered placement | 1 | $ | $ | $ | $ | ||||||||||||
Warrant liability - other | 2 | $ | $ | $ | $ | ||||||||||||
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 $314.1 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.
(ii)Fair value measurements using significant unobservable inputs (level 3):
The following table presents the changes in level 3 financial instruments:
| NSR Royalty | Silver Purchase Agreement - derivative | 2026 Gold Prepay - derivative | Orion Gold Prepay - derivative | Orion conversion and change of control rights | ||||||||||||||||||||||
| Balance as at January 1, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||
| Fair value adjustments | ( | ( | ||||||||||||||||||||||||
| Balance as at December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||
| Initial recognition | ( | |||||||||||||||||||||||||
| Repayment | ||||||||||||||||||||||||||
| Fair value adjustments | ( | ( | ||||||||||||||||||||||||
| Balance as at June 30, 2026 | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars, except per share amounts)
(Unaudited)
The Company calculates fair values based on the following methods of valuation and assumptions for level 3 financial instruments as follows:
NSR Royalty
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.
Silver Purchase Agreement
The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two 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). As at March 31, 2026, the gold substitution option was extinguished upon settlement of the annual minimum deliveries. 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.
2026 Gold Prepay
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.
Orion Gold Prepay
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.
Orion Convertible Loan
The 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Company Overview
i-80 Gold Corp. (the "Company" or "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 one of the largest mineral resource holders in the state with a pipeline of three underground and two open pit projects strategically located in some of Nevada's most prolific gold-producing trends. These wholly owned assets, which are largely brownfield project at various stages of permitting, construction, technical studies, development, and operation, are situated across four properties which include the Granite Creek property, the Ruby Hill property, the Lone Tree property, which hosts an autoclave and carbon-in-leach processing plant in the process of being refurbished (the "Lone Tree Plant"), and the Cove property.
The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada. The Company’s common shares are listed on the NYSE under the trading symbol IAUX and on the Toronto Stock Exchange under the trading symbol IAU. The Company’s head office is located in Reno, Nevada, United States ("US") and its executive office is 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, | Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Revenues | $000s | 24,348 | 27,836 | 76,738 | 41,884 | ||||||||||||
Gross profit | $000s | 8,618 | 798 | 24,697 | 3,704 | ||||||||||||
| Pre-development, evaluation and exploration expenses | $000s | 29,264 | 9,045 | 54,962 | 18,590 | ||||||||||||
Net loss | $000s | (52,527) | (30,215) | (131,128) | (71,420) | ||||||||||||
| Net loss per share | $/share | (0.06) | (0.05) | (0.15) | (0.14) | ||||||||||||
Adjusted net loss1 | $000s | (41,164) | (26,509) | (69,889) | (50,105) | ||||||||||||
Adjusted net loss per share1 | $/share | (0.05) | (0.04) | (0.08) | (0.10) | ||||||||||||
| Cash used in operating activities | $000s | (49,584) | (11,335) | (94,664) | (34,036) | ||||||||||||
| Cash and cash equivalents | $000s | 464,555 | 133,691 | 464,555 | 133,691 | ||||||||||||
| Gold produced | oz | 11,098 | 4,178 | 21,964 | 14,326 | ||||||||||||
| Gold ounces sold2 | oz | 5,335 | 8,400 | 15,923 | 13,352 | ||||||||||||
Average realized gold price1 | $/oz | 4,522 | 3,301 | 4,801 | 3,124 | ||||||||||||
Three months ended June 30, 2026
•Revenues were $24.3 million, representing 5,335 ounces in gold sold2 at an average realized gold price1 of $4,522 per ounce, compared to $27.8 million represented by 8,400 ounces at an average realized gold price1 of $3,301 per ounce in the prior year period. The decrease in revenues was primarily driven by lower gold sold at Granite Creek as a result of delays at the third-party processing facility, partially offset by a higher average realized gold price2. Revenues in the prior year quarter were higher due to the finalization of the third-party toll processing agreement in March 2025 and the processing of a higher volume of stockpile material.
•Gold production increased to 11,098 ounces compared with 4,178 ounces in the prior year period.
•Gross profit increased to $8.6 million from $0.8 million in the prior year period due to a higher realized gold price.
•Net loss increased to $52.5 million compared to $30.2 million in the prior year period, due primarily to higher pre-development, evaluation and exploration costs incurred as the Company advances multiple projects within its development plan. The higher costs were related to drilling programs at the Ruby Hill property. Upon declaration of mineral reserves, certain pre-development, evaluation and exploration expenditures that are currently expensed will be capitalized.
•Net loss per share increased to $0.06 compared to a $0.05 loss in the prior year period, primarily due to a higher net loss, partially offset by an increase in the weighted average number of common shares outstanding following the equity financing in May 2025.
1This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
2Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
•Adjusted net loss1 increased to $41.2 million compared to $26.5 million in the prior year period due to increased spending on pre-development, evaluation and exploration expenses, partially offset by higher gross profit.
•Cash used in operating activities increased to $49.6 million compared to $11.3 million in the prior year period as a result of comparative working capital changes of $20.9 million primarily as a result of increased inventory due to third-party processing availability and higher pre-development, evaluation and exploration expenses which was partially offset by higher gross profit.
•Cash and cash equivalents were $464.6 million as of June 30, 2026, a decrease of $49.0 million compared to March 31, 2026, primarily due to cash used in operations of $49.6 million, capital expenditures of $21.5 million primarily driven by the start of the Lone Tree Plant refurbishment project partially offset by a release of restricted cash of $16.9 million and proceeds from warrant exercises.
•At the Lone Tree Plant refurbishment, early works and pre-construction readiness activities progressed and continue to advance on schedule. Demolition commenced mid-June, ahead of major construction, which is expected to commence in the fourth quarter of 2026. As at June 30, 2026, capital commitments for refurbishment construction represented approximately 30% of total project capital.
Six months ended June 30, 2026
•Revenues increased to $76.7 million from $41.9 million in the prior year which represented 15,923 ounces2 at an average realized gold price1 of $4,801 per ounce, compared to gold sales of 13,352 ounces2 at an average realized gold price1 of $3,124 per ounce in the prior year as mining activity at Granite Creek increased.
•Gold production increased to 21,964 ounces compared with 14,326 ounces in the prior year period. The Company remains on track to achieve it full year production guidance range.
•Gross profit improved to $24.7 million from a gross profit of $3.7 million in the prior year due to increased gold sales and gold price.
•Net loss was $131.1 million compared to $71.4 million in the prior year period, due to higher non-cash fair value revaluation net losses on derivative financial instruments of $39.5 million, as a result of changes in metal prices and discount rates, higher pre-development, evaluation and exploration expenses as the Company advances multiple projects within its development plan that were partially offset by higher gross profit.
•Net loss per share of $0.15 increased from $0.14 in the comparative prior year due to a higher net loss, partially offset by an increase in the weighted average number of common shares outstanding following the equity financing in May 2025.
•Adjusted net loss1 increased to $69.9 million from $50.1 million in the prior year period due to higher pre-development, evaluation and exploration expense, partially offset by higher gross profit.
•Cash used in operating activities was $94.7 million, higher than the $34.0 million in the prior year period primarily due to comparative working capital changes as a result of interest paid on the repayment of legacy debt. Higher pre-development costs were partially offset by higher gross profit and finance fee expense paid related to the refinancing in the first quarter.
•Cash and cash equivalents of $464.6 million as at June 30, 2026, increased by $401.3 million during the year. The increase was primarily due to the financing transactions discussed below partially offset by capital expenditures and higher comparative working capital changes.
•The Company completed several financing transactions for a total amount of $787.5 million. Gross proceeds of $662.5 million and net proceeds of $637.2 million were received on closing, which completed the recapitalization plan ahead of the Company's mid-2026 target to support the development plan:
◦ March 16, 2026: Completed a net smelter return royalty for $250 million (the "NSR Royalty") with Franco-Nevada U.S. Corporation ("Franco-Nevada") of which $225 million was received on closing, an additional $25.0 million is expected to be made available to advance Mineral Point, contingent upon satisfaction of specified project conditions.
◦ March 16, 2026: Entered into a gold prepayment facility with National Bank of Canada (“NBC”) and Macquarie Bank Limited (“Macquarie”) for up to $250 million including a $100 million accordion option, subject to customary conditions and lender approval (the "2026 Gold Prepay").
◦ March 23, 2026: Completed an offering of 3.75% unsecured convertible senior notes due 2031 in the aggregate amount of $287.5 million ("2026 Convertible Debentures").
◦ Proceeds from the NSR Royalty were used to redeem the 2023 Convertible Debentures, Orion Gold Prepay, and the Orion convertible loan in the amount of $165.0 million.
•Completed approximately 26,000 meters of drilling across the portfolio, including mineral resource definition drilling at Granite Creek underground project to support a feasibility study, technical drilling at Mineral Point open pit, infill drilling at Archimedes underground to enhance resource definition ahead of mining, and resource definition and geotechnical drilling at Cove underground to support a planned feasibility study.
• Approved the construction decision to proceed with the Lone Tree Plant refurbishment during the first quarter of 2026.
•Appointed four new directors who bring highly relevant experience and proven track records in mining operations, mineral processing, finance, capital markets and sustainability.
1This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
2Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
Development Highlights
•Granite Creek underground development continued ahead of plan increasing access to high-grade headings supporting the ongoing ramp up. The project remains on track to achieve its full-year production guidance, with a published feasibility study anticipated in the third quarter of 2026.
•Archimedes underground advanced on schedule largely on budget with the main decline development on track, advancement of the exploration drift, which has since been completed, and commencement of the ventilation raise in preparation for first gold by year-end.
•Lone Tree Plant refurbishment advanced on schedule and on budget as early works and pre-construction readiness activities continued during the quarter, and commencement of demolition mid-June ahead of major construction. Procurement activities remain on schedule with approximately 50% of procurement packages, by value awarded as of mid-July. Project capital remains on budget with minimal contingency drawdown and approximately 40% of capital committed as of mid-July.
•Completed approximately 19,000 meters of drilling, across three projects, including infill drilling at Archimedes underground and Mineral Point open pit in support of planned 2027 technical studies for both projects, as well as resource definition drilling at Granite Creek underground beyond the area covered by the upcoming feasibility study.
•Permitting largely on track across the development plan as permitting actions continued to advance across the portfolio.
Sustainability Highlights
•Advanced community engagement across Northern Nevada by progressing community development, workforce development, and grant funding initiatives, including a joint $0.3 million donation with Franco-Nevada Corporation to support development of the first licensed childcare facility in Eureka County, neighboring the Company's Ruby Hill property
•Strengthened Board with the appointment of Stephen Gottesfeld at the annual general meeting, bringing nearly 30 years of global mining experience in environmental, sustainability, legal and governance matters across the mine lifecycle.
Strategy Overview
i-80 Gold is executing a multi-phase development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing two high-grade underground refractory gold projects (Granite Creek and Archimedes), and the refurbishment and commissioning of the Lone Tree Plant, which is expected to serve as a central processing hub for material from all three planned underground projects. Development of the Company’s third underground mine (Cove) as well as its two large, open pit oxide projects (Granite Creek and Mineral Point) are expected to follow to support a long-term target of approximately 600,0001 ounces of annual gold output. All of the Company's properties are currently considered to be in the exploration stage as mineral reserves have yet to be defined.
In support of the multi-phase development plan, the Company released Preliminary Economic Assessments prepared in accordance with NI 43-101 and a corresponding Initial Assessment prepared under S-K 1300, each published in the first quarter of 2025 (the "PEA"), covering all five gold projects. These PEAs outlined a clear and achievable path to gold output and cash flow growth. Permitting, technical studies, development work and ramp up are actively being advanced across the portfolio of five gold projects, in support of upcoming planned feasibility studies.
Near-term growth of Phase 1 of the Company's 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 Phase 1 is the refurbishment and commissioning of the Lone Tree Plant to unlock the full value of the Company’s underground mines. Once commissioned, the Lone Tree Plant is expected to enable processing of underground mineralized material to owner-operated processing in early 2028 and transition from the current toll milling arrangement. Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase 1 beginning in 20281.
The Company is also focused on the future development of three additional projects: Cove, the third planned underground mine, Granite Creek open pit, and the Company's largest project Mineral Point open pit. With several feasibility and pre-feasibility studies currently in progress, the Company continues to identify opportunities to optimize the development schedule for these projects.
1Consolidated gold output estimates and average annual gold output targets are based on the most recent LOM output schedules disclosed in the latest technical studies filed for each respective project and related property: Granite Creek underground project, Archimedes underground project, Cove underground project, Granite Creek open pit project, and Mineral Point open pit project. These anticipated output figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and 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 output targets will be realized. The anticipated output targets are also pending the refurbishment and commissioning of the Lone Tree Plant. The output targets presented herein are Company goals and not a projection of results and should not be taken as output guidance. All of the Company’s projects are considered exploration stage projects under S-K 1300 because the Company has not determined mineral reserves at any of its properties pursuant to S-K 1300. With respect to Granite Creek underground and Archimedes underground, located on the Ruby Hill property, the Company has started extraction activities without determining mineral reserves. The following technical reports for each project and related property have been prepared in accordance with NI 43-101: Preliminary Economic Assessment Technical Report for the Cove Project, Lander County, Nevada (March 31, 2025); Preliminary Economic Assessment Technical Report for the Granite Creek Mine Project, Humboldt County, Nevada, USA (March 31, 2025); and Preliminary Economic Assessment NI 43-101 Technical Report for the Ruby Hill Project, Eureka Country, Nevada, USA (March 31, 2025). Corresponding technical reports prepared in accordance with S-K 1300 are as follows: Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada (March 26, 2025); Initial Assessment of the Granite Creek Mine, Humboldt County, NV (March 26, 2025); and Initial Assessment of the Ruby Hill Project, Eureka County NV (March 29, 2025).
Mineral Point open pit project is expected to become the Company's largest producing asset and based on the PEA released in the first quarter of 2025, it is projected to have a life-of-mine production of approximately 282,000 gold equivalent ounces. The recently completed recapitalization provides flexibility to accelerate the feasibility study and permitting work for the Mineral Point open pit project, as well as the Company's other development projects.
Recapitalization Plan
i-80 Gold has executed several financing initiatives that have led to the successful completion of its recapitalization plan. During the first quarter of 2026, the Company completed several key transactions including the NSR Royalty with Franco-Nevada for up to $250 million,the 2026 Gold Prepay with National Bank and Macquarie Bank for up to $250 million, and the issuance of the 2026 Convertible Debentures in the aggregate principal amount of $287.5 million. These financings completed the Company's broader recapitalization plan ahead of its mid-2026 target and align with the projected capital requirements and cash flows of the current project development plan. Overall, the recapitalization secured over $1 billion1 in raised and available capital from early 2025 through the first quarter of 2026, materially strengthening the Company's balance sheet, providing greater funding certainty, and de-risking the development plan.
Outlook
2026 Outlook
The Company’s 2026 production, operating and pre-development evaluation and exploration cost guidance is summarized below:
| 2026 Guidance | ||||||||
| Gold production | ||||||||
| Granite Creek underground | oz | 30,000 - 40,000 | ||||||
| Archimedes underground and residual heap leach | oz | 10,000 | ||||||
Operating costs | ||||||||
| Granite Creek underground | $M | $110 - $120 | ||||||
| Archimedes underground | $M | $25 - $30 | ||||||
Sustaining capital | $M | $6 - $8 | ||||||
Growth capital | ||||||||
| Lone Tree Plant | $M | $140 - $160 | ||||||
| Granite Creek underground - water treatment | $M | $10 - $15 | ||||||
| Pre-development expense | ||||||||
Granite Creek underground - mine development(a) | $M | $20 - $25 | ||||||
| Archimedes underground - mine development | $M | $30 - $35 | ||||||
| Evaluation and exploration expense | ||||||||
| Resource expansion and infill drilling: | ||||||||
| Granite Creek underground | $M | $10 | ||||||
| Archimedes underground | $M | $25 - $30 | ||||||
| Mineral Point open pit | $M | $45 - $50 | ||||||
| Permitting and technical | $M | $20 - $30 | ||||||
(a)Granite Creek mine development costs will be capitalized upon declaration of reserves, assuming reserves will be declared in the feasibility study.
The Company remains on track to meet its 2026 guidance as originally published in its 2025 Year End Annual Report on Form 10-K on February 19, 2026 subject to the following:
•Growth capital expenditures are expected to be largely in line with the $150 million to $175 million guidance.
•Lone Tree plant refurbishment capital expenditures are expected to be lower in 2026 than guided, management was conservative in estimating expenditures for Lone Tree during the recapitalization planning process earlier in year to ensure that the Company raised sufficient capital.
•Archimedes expenditures are expected to be higher reflecting a change in strategy for long-term surface infrastructure. Based on positive drill results, management is pivoting from refurbishment of certain existing facilities on site to construction of a new worker change facility and additional offices that are expected to improve operating effectiveness both for Archimedes and Mineral Point.
•Exploration expenses are expected to be approximately $10 million lower in 2026 due to the personnel shortages at the Archimedes project and drill rig availability as well as contractor personnel shortages at Mineral Point project.
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 Information" 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, 2026
Termination of 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. The Company issued 3,453,237 common shares valued at $4.8 million in consideration. The termination provides the Company with greater flexibility to manage future gold sales and to evaluate stockpiling opportunities in anticipation of the planned commissioning of the Lone Tree Plant within Phase 1 of its current development plan.
Six months ended June 30, 2026
In support of the recapitalization strategy, the Company completed the following financing transactions :
NSR Royalty
On March 16, 2026, the Company announced that it had completed the closing of the $250 million NSR Royalty financing in exchange for a 1.5% life of mine ("LOM") net smelter return royalty with Franco-Nevada, stepping up to a 3.0% LOM net smelter return royalty on January 1, 2031. The NSR Royalty applies to production from all mineral properties in the portfolio, including Granite Creek, Cove, the Ruby Hill Complex and Lone Tree.
Upon closing of NSR Royalty, $225 million was made available to the Company, of which $25 million is required to be allocated to the advancement of technical and permitting work for Mineral Point in 2026. An additional $25 million of the NSR Royalty is also expected to be made available in 2026 to further advance Mineral Point, following the expenditure of the initial disbursement toward the project. In total, the NSR Royalty allows the Company to allocate $50 million to advance exploration, technical work and early stage pre-permitting activities at Mineral Point in 2026.
Gold Prepay
On March 16, 2026, the Company closed a Gold Prepay facility with National Bank and Macquarie, for an initial advance of $150 million at closing, with a $100 million accordion feature. Upon closing, the Company has the obligation to deliver 39,978 ounces of gold over a 30-month period beginning in January 2028. The accordion feature provides access to an additional $100 million for a 24-month period upon closing of the facility, subject to customary conditions and lender approval. The Company anticipates executing the accordion feature in the first half of 2027, at which point the number of additional gold ounces to be delivered will be determined. The Company expects the total ounces to be delivered for the $250 million facility to represent approximately 15% of total gold output over the projected period of January 2028 to June 2030.
2026 Convertible Debentures
On March 23, 2026, The Company closed the 2026 Convertible Debentures for an aggregate principal amount of $287.5 million, which includes the upsized offering of $250 million and the exercises in full of $37.5 million option granted to the initial purchasers of the convertible debentures. The initial conversion rate of the 2026 Convertible Debentures is 519.4805 common share of the Company per $1,000 principal amount, equivalent to an initial conversion price of approximately $1.93 per share.
Debt repayments
With the proceeds received from the NSR Royalty, the Company redeemed all of its legacy debt obligations except for the silver purchase and sale agreement with Orion (the "Silver Purchase Agreement") during the first quarter of 2026. The 2023 Convertible Debentures were redeemed for total cash consideration of $72.9 million, with accrued interest and the 4% mandatory redemption premium settled through the issuance of 8.1 million common shares and a cash payment of $5.3 million. The Orion Convertible Loan was repaid for total consideration of $75.0 million, comprised of a cash payment of $69.7 million and the issuance of 3.0 million common shares with a fair value of $5.3 million. The remaining outstanding deliveries of 4,440 ounces of gold from the Orion Gold Prepay were redeemed with a cash payment of $22.4 million.
DISCUSSION OF OPERATIONAL RESULTS
The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. The Company continued to advance its exploration stage gold properties following successful exploration programs.
Granite Creek Property
The Granite Creek property includes the Granite Creek underground project, a fully permitted, constructed and operating mine, and the Granite Creek open pit oxide deposit adjacent to the underground project. Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output.
Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time. The Granite Creek property is comprised of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, approximately 27 miles northeast of Winnemucca, within Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit).
| Granite Creek Property | Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Operational Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Mining | |||||||||||||||||
| Oxide mineralized material mined | tonnes | 12,039 | 24,074 | 23,752 | 39,397 | ||||||||||||
| Sulfide mineralized material mined | tonnes | 13,568 | 11,201 | 33,282 | 25,844 | ||||||||||||
| Low-grade mineralized material mined | tonnes | 9,338 | 16,173 | 22,375 | 39,019 | ||||||||||||
| Waste mined | tonnes | 37,405 | 31,947 | 77,762 | 59,409 | ||||||||||||
| Total material mined | tonnes | 72,350 | 83,395 | 157,171 | 163,669 | ||||||||||||
| Oxide mineralized material grade | g/t | 7.44 | 11.38 | 8.14 | 11.74 | ||||||||||||
| Sulfide mineralized material grade | g/t | 6.49 | 7.43 | 6.29 | 7.93 | ||||||||||||
| Low-grade mineralized material grade | g/t | 3.13 | 3.03 | 2.97 | 2.88 | ||||||||||||
| Processing | |||||||||||||||||
| Processed mineralized material - sulfide | tonnes | 9,055 | 7,014 | 35,460 | 7,014 | ||||||||||||
| Processed mineralized material - heap leach | tonnes | — | 18,750 | 5,827 | 52,587 | ||||||||||||
| Total processed mineralized material | tonnes | 9,055 | 25,764 | 41,287 | 59,601 | ||||||||||||
| Ore purchase agreement (high and low grade oxide) | |||||||||||||||||
Oxide mineralized material sold1 | tonnes | 15,505 | 16,317 | 32,681 | 28,798 | ||||||||||||
| Total gold produced | oz | 8,634 | 1,941 | 17,532 | 9,392 | ||||||||||||
Total gold sold1 | oz | 2,052 | 5,981 | 10,818 | 9,086 | ||||||||||||
| Underground mine development (pre-development) | meters | 360 | 211 | 747 | 365 | ||||||||||||
| Drilling | meters | 1,211 | 586 | 3,135 | 586 | ||||||||||||
| Financial Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Mining cost (total mineralized material and waste) | $/t | 178 | 175 | 169 | 173 | ||||||||||||
| Processing cost (processed mineralized material) | $/t | 325 | 133 | 293 | 74 | ||||||||||||
| Site general and administrative (“G&A”) (total mineralized material mined) | $/t | 57 | 34 | 50 | 32 | ||||||||||||
Operating costs2 | $000s | 7,106 | 22,067 | 37,835 | 30,386 | ||||||||||||
Royalties2 | $000s | 517 | 1,148 | 3,119 | 1,654 | ||||||||||||
Sustaining capital expenditures3 | $000s | 1,672 | 778 | 4,268 | 200 | ||||||||||||
Growth capital expenditures3 | $000s | 7,234 | 336 | 9,445 | 1,291 | ||||||||||||
| Capital expenditures | $000s | 8,906 | 1,114 | 13,713 | 1,491 | ||||||||||||
Pre-development, evaluation and exploration expenses | $000s | 7,882 | 5,949 | 19,278 | 9,719 | ||||||||||||
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
2Operating costs excluding depletion, depreciation, amortization, and royalties. Royalties exclude NSR royalty payments.
3This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
Granite Creek Underground
Mineralized material mined at Granite Creek underground is processed as follows: (i) sulfide mineralized material is processed at a third-party processing facility and subject to a toll milling agreement entered into in March 2025, (ii) high-grade and low-grade oxide mineralized material is subject to an ore sales agreement. Low-grade oxide mineralized material was sold under the ore purchase beginning in the first quarter of 2026, and (iii) residual leaching of low-grade oxide material previously placed on a segregated section of the Company’s Lone Tree heap leach facility continues with no additional mineralized material being placed after the first quarter of 2026.
Mining activities at Granite Creek for the three months ended June 30, 2026 were impacted by ground conditions in two of the mine highest-grade headings, which temporarily restricted access to high-grade mineralized material and deferred a portion of planned high-grade tonnes during the quarter. Remediation of the affected headings was completed and access was re-established late in the quarter, allowing these areas to contribute to production beginning in the third quarter.
Throughout the quarter, advancement of the main decline as well as horizontal development continued to progress ahead of the mine plan, with year-to-date development footage exceeding plan. As a result, the number of available high grade mineralized material headings has increased significantly throughout the quarter. The Company remains on track to meet its full-year production guidance.
Water inflow volumes to the mine remained largely unchanged and continue to be managed well using the current underground pumping system, which presently operates near capacity. Work on an enhanced pumping system, that includes expanded sumps at lower levels and higher-capacity pumps, advanced during the quarter. Pumps were sized and ordered with installation continuing throughout the remainder of the year to increase overall water discharge capacity as the mine progresses at depth. Further, initial phases of commissioning a second water treatment plant began in late July, with mechanical completion having recently been completed. The second water treatment plant will increase surface water treatment capacity to approximately 3,500 gallons per minute to support the Company's long-term groundwater management objectives.
At June 30, 2026, the Company had in-process material containing over 5,300 recoverable ounces at its third-party processing facility. The Company expects the material to be processed during the third quarter of 2026. Approximately 1,800 ounces of gold was also held in inventory at June 30, 2026. Gold ounces sold were lower than the prior year periods due to availability at the third-party processing facility.
Processing cost per unit has increased compared to the prior year periods due to a higher proportion of sulfide material being processed at the third-party processing facility.
During the three months ended and six months ended June 30, 2026, growth capital expenditures were primarily related to the water treatment plant project. Sustaining capital expenditures were related primarily to the electrical substation replacement.
Pre-development, evaluation, and exploration expenses were $7.9 million for the three months ended June 30, 2026, which were related to underground mine development and infill drilling to upgrade mineral resources and step-out drilling.
During the three and six months ended June 30, 2026, the Company continued infill and step-out drilling at Granite Creek. The underground drill program remained focused on infill drilling to support resource conversion and mine planning. Drilling progressed slower than anticipated during the quarter due to water management, maintenance downtime, and rig relocation. The updated mineral resource estimate is near completion and under internal review. The feasibility study is now expected to be completed in the third quarter of 2026.
Granite Creek Open Pit
Following the completion of the Granite Creek open pit PEA, preparation for a pre-feasibility trade-off study has commenced. Simultaneously, technical trade-off analyses are being conducted to optimize project economics. Based on preliminary assessments of potential environmental impacts, the project may require preparation of an Environmental Impact Statement ("EIS") under the Bureau of Land Management ("BLM") process. Early-stage pre-permitting activities and technical studies are currently underway, followed by projected baseline field studies commencing in 2027 to support the National Environmental Policy Act ("NEPA") permitting process.
Ruby Hill Property
The Ruby Hill property includes the Archimedes underground project, the Company's second planned underground mine for which construction began during 2025, and the Mineral Point open pit, which is a large oxide gold and silver deposit with the potential to become the Company’s largest gold producing asset. During the first quarter of 2025, the Company finalized a PEA for the Ruby Hill property covering both Archimedes underground and Mineral Point open pit projects.
During the 1990’s, an ore body was discovered, which became the Archimedes open pit. Later discoveries included the Ruby Deeps Carlin-style sulfide mineralized deposit with the most recent discovery of the Hilltop zone. The Ruby Hill property is located within the Battle Mountain-Eureka trend, a northwest-trending geological belt located in north-central Nevada. The property contains gold, silver and base metal mineralization and exploration targets within the Archimedes underground project and Mineral Point open pit project. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit, as well as associated mining infrastructure. Some of the existing facilities are expected to be utilized for Mineral Point, however new crushing, a Merrill Crowe plant, and heap leach facilities will be required.
The Company continues to leach the historic leach pads on the Ruby Hill property, recovering gold. Year-to-date gold production from the historic leach pad remained below expectation as infiltration on the pad remained challenging. Higher processing cost per ounce compared to the prior year periods was due to lower produced ounces. For the residual leaching process, management continues to focus on managing ponding, maximizing the area under leach, and optimizing cyanide application rates.
| Ruby Hill Property | Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Operational Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Heap Leach | |||||||||||||||||
| Gold produced | oz | 485 | 713 | 878 | 1,336 | ||||||||||||
| Gold sold | oz | 690 | 665 | 1,073 | 1,117 | ||||||||||||
Underground mine development (pre-development) | meters | 899 | — | 1,559 | — | ||||||||||||
| Archimedes drilling | meters | 3,124 | — | 7,386 | — | ||||||||||||
| Mineral Point drilling | meters | 14,836 | 1,749 | 15,586 | 1,749 | ||||||||||||
| Financial Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Processing cost (produced oz) | $/oz | 3,124 | 1,640 | 3,228 | 1,644 | ||||||||||||
Site G&A (produced oz) | $/oz | 658 | 1,174 | 755 | 1,191 | ||||||||||||
| Operating costs | $000s | 2,639 | 1,726 | 3,552 | 2,808 | ||||||||||||
Royalties1 | $000s | 92 | 66 | 145 | 103 | ||||||||||||
Sustaining capital expenditures2 | $000s | 152 | 719 | 469 | 911 | ||||||||||||
Growth capital expenditures2 | $000s | 2,422 | — | 3,170 | — | ||||||||||||
| Capital expenditures | $000s | 2,574 | 719 | 3,639 | 911 | ||||||||||||
Pre-development, evaluation and exploration expenses | $000s | 20,083 | 1,898 | 32,466 | 5,089 | ||||||||||||
2This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
Archimedes underground project
During the three months ended June 30, 2026, underground development at the Archimedes project continued to advance on schedule, with 899 meters of development completed during the quarter, supported by favorable ground conditions and high productivity rates from contractors. Pump testing was conducted on a recently completed dewatering well, and permitting activities for below the 5,100-foot level continued to advance as planned. The planned start of mining above the 5,100-foot level is fully supported by existing permits and is not dependent on the timing or outcome of permitting activities below the 5,100-foot level. The Company continues to expect to achieve first gold from Archimedes in the fourth quarter of 2026.
Growth capital expenditures for the three and six months ended June 30, 2026 were primarily related to heavy mobile equipment, infrastructure upgrades, power upgrades and mine load centers for the underground.
Pre-development, evaluation and exploration expenditures were $20.1 million and $32.5 million for the three and six months ended June 30, 2026. Pre-development, evaluation and exploration expenditure were higher than the prior year periods primarily due to underground development at the Archimedes underground project which began in the third quarter of 2025. Development during the quarter focused on completion of the exploration drift to establish drilling platforms to access the ongoing definition drilling program for the Ruby Deeps zones at depth. Further development included commencement of the first ventilation raise.
Drilling activities during the quarter included the completion of the 2025-2026 program in the upper 426 zone and commencement of the 2026 infill drill program with 3,124 meters of infill drilling completed in the lower 426 and Ruby Deeps zones in support of a feasibility study. The latest assay results from the 2025-2026 drill program were published during the second quarter in a press release dated June 25, 2026. The results continued to confirm high-grade mineralization, demonstrate continuity within the planned mining areas, and extend mineralization beyond the boundaries of the current mineral resource estimate supporting the 2025 PEA. Drilling also continued to intersect significant intervals of oxide mineralization not included in the current mineral resource estimate.
An infill drilling program largely within the lower portion of the 426 zone and Ruby Deeps zone commenced in the second quarter of 2026, targeting approximately 55,000 meters planned across 140 drill holes in support of the planned Archimedes Feasibility Study. The drill program is encountering
slower than planned progress due to contractor staffing availability. As a result, the Archimedes feasibility study is now anticipated to be completed approximately mid-year 2027.
Mineral Point open pit project
At Mineral Point open pit, the Company advanced its surface drill program during the quarter as part of the largest 12-month drill program in the Company's history, completing approximately 14,836 meters of core drilling and reverse circulation drilling with a fleet of up to five drill rigs, primarily for infill drilling of the currently classified inferred resources. The drill program encountered slower than planned progress due to drill rig and contractor staffing availability, as well as slower penetration rates than expected in the sanded dolomite unit. Management expects to increase the overall drilling rate for the remainder of the year with mobilization of additional rigs, however, completion of the drill program is now expected in the first quarter of 2027. The results from this program will support a pre-feasibility study, which is expected at approximately mid-year 2027, pending timing of the drilling program. Early-stage pre-permitting activities continued to progress during the quarter.
Cove Project
Cove is an advanced stage exploration project and is expected to be the Company's third underground mine. It covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District. Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. The Cove property is, for the most part, on land controlled by the U.S. Department of Interior, BLM and patented mining claims and consists of 100%-owned unpatented claims and twelve leased patented claims.
| Cove Project | Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Operational Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Drilling | meters | — | — | — | 4,499 | ||||||||||||
| Financial Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Pre-development, evaluation and exploration expenses | $000s | 1,246 | 1,174 | 2,965 | 3,721 | ||||||||||||
During the six months ended June 30, 2026, the Company continued to advance technical and economic studies for the Cove Underground project. Various baseline studies and agency comment responses were submitted to the BLM. In addition, water pollution control permit renewal and modification applications were submitted to NDEP—BMRR for the underground mine and rapid infiltration basins. Additional federal and state permitting actions continue to progress. A feasibility study for Cove is expected to be completed in the third quarter of 2026.
Lone Tree Property
The Lone Tree property contains the Lone Tree plant and a historic producing mine that ceased mining operations in 2006 and is located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek property and Cove underground project. The Lone Tree open pit is not currently included in the new development plan. The Lone Tree Plant (the "Plant") is currently undergoing refurbishment following a positive construction decision made by the Board of Directors during the first quarter of 2026. i-80 Gold is one of two gold companies in Nevada with an autoclave processing plant (the other being owned by Nevada Gold Mines Inc., a joint venture between Barrick Mining Corporation and Newmont Corporation).
The Plant is envisioned to process material from the Company’s three underground mines, Granite Creek, Archimedes, and in the future Cove, to establish a regional hub-and-spoke mining and processing model. Upon refurbishment and commissioning, the Plant will allow the Company to transition from toll milling to owner-operated processing. This shift is expected to materially increase operating margins and enhance free cash flow generation.
Lone Tree | Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| Operational Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Heap Leach | |||||||||||||||||
| Gold produced | oz | 1,979 | 1,524 | 3,554 | 3,598 | ||||||||||||
| Gold sold | oz | 2,593 | 1,754 | 4,032 | 3,149 | ||||||||||||
| Financial Statistics | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Processing cost (produced oz) | $/oz | 1,357 | 732 | 1,394 | 628 | ||||||||||||
Site G&A (produced oz) | $/oz | 237 | 219 | 288 | 181 | ||||||||||||
Sustaining capital expenditures1 | $000s | 269 | 91 | 459 | 91 | ||||||||||||
Growth capital expenditures1 | $000s | 9,553 | 506 | 15,322 | 570 | ||||||||||||
| Capital expenditures | $000s | 9,822 | 597 | 15,781 | 661 | ||||||||||||
1This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
The leaching of the historic leach pad at Lone Tree continues to produce gold at profitable quantities. Processing costs per produced ounce is higher than the prior year periods due to a higher volume of reagents used to improve gold production.
Lone Tree Plant Refurbishment Project
During the first quarter of 2026, the Company provided Hatch with a formal Notice to Proceed ("NTP") for the Lone Tree refurbishment project. In preparation, procurement for long lead equipment and detailed engineering activities commenced in 2025 to optimize the schedule. The Plant is expected to operate at a nameplate capacity of 2,268 tonnes per day or 827,806 tonnes per annum, consistent with historic production rates. The scope of refurbishment work at the Plant includes a combination of new and improved design components and the replacement of some existing infrastructure. This work is aimed at modernizing the Plant to improve process efficiency and operating flexibility, and to meet new environmental compliance standards, including the refurbishment and upgrade of the existing autoclave to a modern pressure oxidation (“POX”) circuit.
During the three months ended June 30, 2026, detailed engineering and procurement advanced with the Company's contractor, with procurement package preparation and long-lead item ordering a key focus. Cleaning and environmental testing of the existing tanks, containment, and piping was completed, and demolition of existing infrastructure commenced during the quarter. The Company also progressed the tailings storage facility and new filtered tailings design work. The refurbishment timing remains on track with the engineering study timeline and scope of work. Early works and pre-construction readiness activities are well underway on site and continue to advance on schedule ahead of major construction, which is expected to commence in the fourth quarter of 2026. Second and third quarter pre-construction activities include mobilization of the EPCM contractor to site, commencement of demolition of the existing plant components requiring replacement as part of the refurbishment and advancement of detailed engineering, procurement packages, and the award of key contracts.
The Lone Tree Plant is permitted for the existing operational components in use. The approval of new and revised permit applications pertaining to air quality, mercury control, water pollution control, reclamation management, and other secondary programs for the new design remain outstanding. The Company submitted the necessary applications for air quality, mercury control and water quality environmental permits in the first quarter of 2026, as planned, with several permits received to date and further permits pending. Various construction activities are scheduled to commence in the second half of 2026 upon the anticipated approval of the associated permits, with major construction activities anticipated to commence in the fourth quarter of 2026.The permitting process is currently on track and aligns with the construction schedule.
The refurbishment has a capital cost estimate of $412 million, inclusive of contingency, owner’s costs, and first fills, plus $18 million in capital spares for a total of $430 million. The refurbishment capital costs incurred to date remain in line with the engineering study and the Company’s 2026 guidance of between $140 million to $160 million in expenditures.
Capital expenditures for the three months and six months ended June 30, 2026 were primarily related to the refurbishment of the Lone Tree Plant. The project spend is weighted in the second half of the year and the Company expects to meet full-year guidance.
As of June 30, 2026, total construction commitments were $110.1 million with approximately 30% of the project cost committed. Subsequent to the quarter, procurement activities remain on schedule, with approximately 50% of procurement packages, by value, awarded as of mid-July. Project capital remains on budget with minimal contingency drawdown and approximately 40% of capital committed as of mid-July.
DISCUSSION OF FINANCIAL RESULTS
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| (in thousands of USD) | 2026 | 2025 | 2026 | 2025 | ||||||||||
Revenue | 24,348 | 27,836 | 76,738 | 41,884 | ||||||||||
| Cost of sales | (15,157) | (26,491) | (50,986) | (37,257) | ||||||||||
| Depreciation, depletion and amortization | (573) | (547) | (1,055) | (923) | ||||||||||
| Gross profit | 8,618 | 798 | 24,697 | 3,704 | ||||||||||
| Expenses | ||||||||||||||
| Pre-development, evaluation and exploration | 29,264 | 9,045 | 54,962 | 18,590 | ||||||||||
| General and administrative | 9,065 | 7,338 | 16,697 | 12,328 | ||||||||||
| Property maintenance | 4,423 | 3,166 | 8,988 | 7,313 | ||||||||||
| Loss from operations | (34,134) | (18,751) | (55,950) | (34,527) | ||||||||||
| Other income and expenses, net | (6,579) | (1,987) | (48,858) | (19,213) | ||||||||||
| Interest expenses | (9,280) | (8,695) | (15,466) | (16,898) | ||||||||||
| Loss on loan extinguishment | — | (782) | (7,110) | (782) | ||||||||||
Loss before income taxes | (49,993) | (30,215) | (127,384) | (71,420) | ||||||||||
| Income tax expense | (2,534) | — | (3,744) | — | ||||||||||
| Net loss | (52,527) | (30,215) | (131,128) | (71,420) | ||||||||||
Financial results for the three months ended June 30, 2026
Revenues
Revenues for the three months ended June 30, 2026 was $24.3 million, a decrease from $27.8 million in the prior year period. The decrease in revenues is mainly related to availability at the third-party processing facility. During the three months ended June 30, 2026, gold ounces sold1 totaled 5,335 ounces at an average realized gold price2 of $4,522 per ounce, compared to gold ounces sold1 of 8,400 at an average realized gold price1 of $3,301 per ounce during the same period of 2025.
| Three months ended June 30, | ||||||||||||||||||||
Spot price per ounce of gold ($) | 2026 | 2025 | % Change | |||||||||||||||||
| Average | 4,506 | 3,288 | 37 | % | ||||||||||||||||
| Low | 4,002 | 2,983 | 34 | % | ||||||||||||||||
| High | 4,871 | 3,433 | 42 | % | ||||||||||||||||
| Average realized | 4,522 | 3,301 | 37 | % | ||||||||||||||||
Cost of sales
Cost of sales for the three months ended June 30, 2026 was $15.2 million, a decrease from $26.5 million in the prior year period due to lower gold ounces sold1.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
2This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
Pre-development, evaluation and exploration expenses
| Three months ended June 30, | ||||||||||||||
| (in thousands of USD) | 2026 | 2025 | ||||||||||||
Ruby Hill | 15,897 | 929 | ||||||||||||
Granite Creek | 930 | 1,010 | ||||||||||||
Cove | 471 | 748 | ||||||||||||
| Permitting and technical | 2,852 | 858 | ||||||||||||
Other | 53 | 24 | ||||||||||||
| Total exploration and evaluation expenses | 20,203 | 3,569 | ||||||||||||
Granite Creek | 6,239 | 4,659 | ||||||||||||
Ruby Hill | 2,822 | 817 | ||||||||||||
| Total pre-development expenses | 9,061 | 5,476 | ||||||||||||
| Total pre-development, evaluation and exploration expenses | 29,264 | 9,045 | ||||||||||||
For the three months ended June 30, 2026, the Company incurred higher pre-development, evaluation and exploration expenses, compared to the prior year period reflecting the increased activity to advance key development milestones across all five gold projects within its development plan. the increase in pre-development, evaluation and exploration cost over the prior year quarter was mainly attributable to the Ruby Hill property and the increased surface drill program for the Mineral Point project and the Archimedes underground project.
General and administrative expenses
For the three months ended June 30, 2026, general and administrative expenses are higher compared to the prior year period primarily due to higher share based compensation expense. Additionally, there were higher personnel costs compared to the prior year period as the Company responds to the growing resourcing requirements of a company moving from development stage to production stage.
Other income and expenses, net
| Three months ended June 30, | ||||||||||||||
| (in thousands of USD) | 2026 | 2025 | ||||||||||||
Loss on fair value measurement of NSR Royalty | (24,039) | — | ||||||||||||
Loss on fair value measurement of Silver Purchase Agreement derivative | (9,290) | (1,986) | ||||||||||||
Loss on Offtake liability | (4,800) | — | ||||||||||||
Gain on fair value measurement of 2026 Gold Prepay derivative | 22,000 | — | ||||||||||||
Gain on fair value measurement of warrant liabilities | 4,766 | 709 | ||||||||||||
Interest income | 4,798 | 346 | ||||||||||||
Loss on fair value measurement of Orion Gold Prepay Agreement derivative | — | (2,412) | ||||||||||||
Gain on fair value measurement of Convertible Loans derivative | — | 765 | ||||||||||||
Other (expense) income | (14) | 591 | ||||||||||||
Total other income and (expenses), net | (6,579) | (1,987) | ||||||||||||
Losses and gains on the Silver Purchase Agreement, NSR Royalty, 2026 Gold Prepay derivative represents fair value revaluation driven by changes in the gold and silver forecast prices during the period and discount rate changes.
Interest Expenses
| Three months ended June 30, | ||||||||
| (in thousands of USD) | 2026 | 2025 | ||||||
| 2026 Gold Prepay | 4,705 | — | ||||||
2026 Convertible Debentures | 2,725 | — | ||||||
Silver Purchase Agreement | 984 | 864 | ||||||
| Amortization of finance costs | 849 | 344 | ||||||
Convertible loans | — | 2,705 | ||||||
Orion Gold Prepay | — | 1,639 | ||||||
| 2023 Convertible Debentures | — | 1,564 | ||||||
Other interest expense | 17 | 1,579 | ||||||
| Total interest expenses | 9,280 | 8,695 | ||||||
Interest expense for the three months ended June 30, 2026 was $9.3 million, an increase of $0.6 million compared to the prior year period due to higher principal amounts outstanding largely offset by lower interest rates.
Loss on loan extinguishment
Loss on loan extinguishment related to the Convertible Debentures, Orion Gold Prepay and Orion Convertible Loan were recognized on the settlement of these debt instruments prior to maturity as well as for the convertible debentures related to the premium paid.
Financial results for the six months ended June 30, 2026
Revenues
Revenues for the six months ended June 30, 2026 was $76.7 million, an increase of 83% from $41.9 million in the prior year period. The increase in revenues were driven by higher ounces sold1 at Granite Creek and higher average realized gold price2. During the six months ended June 30, 2026, gold ounces sold1 totaled 15,923 ounces at an average realized gold price2 of $4,801 per ounce, compared to 13,352 ounces at an average realized gold price2 of $3,124 per ounce during the same period of 2025. Gold ounces sold were impacted by availability in third-party processing.
| Six months ended June 30, | |||||||||||
| Spot price per ounce of gold ($) | 2026 | 2025 | % Change | ||||||||
| Average | 4,693 | 3,077 | 53 | % | |||||||
| Low | 4,002 | 2,635 | 52 | % | |||||||
| High | 5,405 | 3,433 | 57 | % | |||||||
| Average realized | 4,801 | 3,124 | 54 | % | |||||||
Cost of sales
Cost of sales for the six months ended June 30, 2026 was $51.0 million, which was an increase from $37.3 million in the prior year period, largely driven by an increase in gold ounces sold1.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%).
2This is a Non-GAAP and Supplementary Financial measure; please see “Non-GAAP and Supplementary Financial Performance Measures” section.
Pre-development, evaluation and exploration expenses
| Six months ended June 30, | ||||||||
| (in thousands of USD) | 2026 | 2025 | ||||||
Ruby Hill | 20,236 | 1,014 | ||||||
Granite Creek | 3,432 | 1,096 | ||||||
Cove | 934 | 3,058 | ||||||
| Permitting and technical | 5,780 | 2,078 | ||||||
Other | 253 | 61 | ||||||
| Total exploration and evaluation expenses | 30,635 | 7,307 | ||||||
| Granite Creek | 14,094 | 7,823 | ||||||
| Ruby Hill | 10,233 | 3,460 | ||||||
| Total pre-development expenses | 24,327 | 11,283 | ||||||
| Total pre-development, evaluation and exploration expenses | 54,962 | 18,590 | ||||||
For the six months ended June 30, 2026, the increase in pre-development, evaluation and exploration compared to the prior year period was due to increased infill drilling program and mine development at Granite Creek and Ruby Hill.
At Ruby Hill, expenditures increased due to the initiation of construction at Archimedes underground where the advancement rate of the decline exceeded expectations, resulting in accelerated development activity, along with higher drilling expenses related to geologic mapping of the underground and construction of the drill bays.
At Granite Creek, expenses increased due to underground development largely related to the main decline and South Pacific ramp, the enhanced underground pumping system and sump, as well as drilling costs and other technical work related to the preparation of a feasibility study targeted for completion in the third quarter of 2026.
Cove pre-development, evaluation and exploration expenditures decreased in the six months ended June 30, 2026 compared to the prior year period due to the completion of the delineation drilling program in the first quarter of 2025. Current period expenses related primarily to technical study work.
General and administrative expenses
For the six months ended June 30, 2026, general and administrative expenses were higher compared to the prior year primarily due to share based compensation expense. Personnel costs were higher compared to the prior year period due to the growing resourcing requirements of a company moving from development stage to production stage.
Other income and expenses, net
| Six months ended June 30, | ||||||||
| (in thousands of USD) | 2026 | 2025 | ||||||
Loss on fair value measurement of Silver Purchase Agreement derivative | (36,092) | (9,461) | ||||||
Loss on fair value measurement of NSR Royalty | (31,663) | — | ||||||
Finance fee expense | (9,796) | — | ||||||
Loss on Offtake liability | (4,800) | — | ||||||
Loss on fair value measurement of Convertible Loans derivative | (3,463) | (673) | ||||||
Loss on fair value measurement of Orion Gold Prepay Agreement derivative | (3,377) | (10,674) | ||||||
Gain on fair value measurement of 2026 Gold Prepay derivative | 29,893 | — | ||||||
Gain on fair value measurement of warrant liabilities | 5,169 | 275 | ||||||
Interest income | 5,383 | 686 | ||||||
Other (expense) income | (112) | 634 | ||||||
Total other income and (expenses), net | (48,858) | (19,213) | ||||||
Gains and losses on the revaluation of the fair value of warrants are driven by changes in the Company’s share price at each reporting period.
Gains and losses on the Gold Prepay Agreements, Silver Purchase Agreement and NSR royalty were comprised of realized gains due to metal prices compared to agreement inception prices on settlement as well as unrealized fair value measurement gains and losses which are driven by changes in the gold and silver forecast prices during the period and discount rate changes.
Interest Expenses
| Six months ended June 30, | ||||||||
| (in thousands of USD) | 2026 | 2025 | ||||||
| 2026 Gold Prepay | 5,113 | — | ||||||
2026 Convertible Debentures | 2,965 | — | ||||||
Convertible loans | 2,341 | 5,344 | ||||||
Silver Purchase Agreement | 1,928 | 2,109 | ||||||
| 2023 Convertible Debentures | 1,369 | 3,068 | ||||||
| Amortization of finance costs | 1,228 | 691 | ||||||
Orion Gold Prepay | 490 | 4,109 | ||||||
Other interest expense | 32 | 1,577 | ||||||
| Total interest expenses | 15,466 | 16,898 | ||||||
Interest expenses for the six months ended June 30, 2026, were comparable to the prior year period.
Loss on loan extinguishment
The Company recognized a loss on loan extinguishment relating to the repayment of legacy debt during the first quarter of 2026.
DISCUSSION OF FINANCIAL POSITION
Balance Sheet Review
Assets
Total assets as at June 30, 2026 were $1,173.8 million compared to $703.4 million and increased due to the following:
•Cash and cash equivalents increased by $401.3 million from $63.2 million at December 31, 2025 to $464.6 million as at June 30, 2026. Refer to the Liquidity and Capital Resources and cash flow section below for further details.
•Property, plant and equipment have increased by $42.2 million due to increase in the Lone Tree Plant refurbishment activities, Granite Creek and Ruby Hill capital expenditures.
•Other assets have increased due to the 2026 Gold Prepay derivative asset recognized in the amount of $29.9 million.
•Restricted cash of $16.9 million was released as a result of the Company's strengthening credit profile.
Liabilities
Total liabilities as at June 30, 2026 were $915.8 million compared to $356.6 million as at December 31, 2025. The increase was due primarily to the completion of the recapitalization which was comprised of the 2026 Convertible Debentures, the NSR Royalty, and 2026 Gold Prepay as well as other increases within other liabilities related to the Silver Prepay derivatives. Partially offsetting these increases was the de-recognition of derivatives associated with legacy debt that was repaid in the first quarter of 2026 and the legacy debt repayments.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
| (in thousands of USD) | June 30, 2026 | December 31, 2025 | ||||||
| Cash and cash equivalents | 464,555 | 63,240 | ||||||
Working capital | 453,957 | (37,919) | ||||||
Changes in cash and cash equivalents are discussed in the cash flow section. The working capital position has significantly improved from December 31, 2025 due to an increase in cash received from the recapitalization plan which includes the NSR Royalty, 2026 Convertible Debenture, and the 2026 Gold Prepay, net of the existing debt that was repaid. During the three and six months ended June 30, 2026, the Company also
received cash proceeds from the exercise of warrants and the release of $16.9 million surety bond collateral, which further strengthened its liquidity position.
During the first quarter of 2026, the Company completed its recapitalization plan by securing over $1 billion in committed and available capital. As a result, the Company is in a strong liquidity position. Additional liquidity is available through the remaining $25 million from the NSR Royalty, subject to satisfaction of specified project expenditure conditions, the $100.0 million accordion feature under the 2026 Gold Prepay, and future proceeds from warrant exercises.
There is sufficient cash on hand to meet the Company’s material cash requirements, including commitments for capital expenditures contemplated under our current development plans, for the next twelve months from the end of our most recent fiscal quarter and beyond. If our development plans for our properties materially change or accelerate from our current assumptions, the Company may need to secure additional funds in the future to support such amended or accelerated plans. Future sources of liquidity include but are not limited to additional debt financing, convertible debt, exercise of warrants, options, as well as other means.
Debt
| (in thousands of USD) | June 30, 2026 | December 31, 2025 | ||||||
| 2026 Convertible debenture | 275,106 | — | ||||||
| 2026 Gold Prepay Agreement | 149,549 | — | ||||||
| Silver Purchase Agreement | 19,031 | 18,775 | ||||||
| 2023 Convertible Debentures | — | 80,326 | ||||||
| Orion Convertible Loan | — | 66,085 | ||||||
| Orion Gold Prepay | — | 8,176 | ||||||
| Other | 2,045 | 1,355 | ||||||
Total | 445,731 | 174,717 | ||||||
NSR Royalty
On March 16, 2026, the Company completed an NSR Royalty recorded within other liabilities, bears a royalty rate of 1.5% of net smelter returns through December 31, 2030, increasing to 3.0% thereafter, and is payable monthly in cash or in-kind as refined gold or silver at Franco‑Nevada’s election. The royalty applies to production from all of the Company's mineral properties, including Granite Creek, Cove, the Ruby Hill Complex and Lone Tree, and is perpetual in duration. Gross proceeds were $250 million, of which $225 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 Mineral Point project. An additional $25 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.
2026 Convertible Debentures
On March 23, 2026, the Company closed an offering of $287.5 million principal amount of 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 matures on April 15, 2031, unless earlier converted, redeemed, or repurchased.
2026 Gold Prepay
On March 16, 2026, the Company entered into the 2026 Gold Prepay with NBC and Macquarie. Under the 2026 Gold Prepay, the Company received aggregate net proceeds of $144.1 million, representing gross prepayments of $75.0 million from each of NBC and Macquarie, 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.
Silver Purchase 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. The annual minimum delivery amounts have been delivered in full during the three months ended March 31, 2026.
2023 Convertible Debentures
The 2023 Convertible Debentures bear interest at a fixed rate of 8.0% per annum carried a maturity date of February 22, 2027. Outstanding amounts under the 2023 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.
During the first quarter of 2026, the Company exercised its redemption right and redeemed all of the outstanding 2023 Convertible Debentures for total cash consideration of $72.9 million, with accrued interest and the 4% mandatory redemption premium settled through the issuance of 8.1 million common shares and a cash payment of $5.3 million.
Orion Convertible Loan
The Orion Convertible Loan bears interest at a rate of 8.0% annually and will mature on June 30, 2026. During the first quarter of 2026, the Company repaid the Orion Convertible Loan in full, including the outstanding principal of $50 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, for total consideration of $75.0 million.
Orion Gold Prepay
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.
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 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.
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. As at August 10, 2026, no amounts have been drawn.
Equity
Outstanding share data | As of August 10, 2026 | |||||||
| Common Shares | 865,901,683 | |||||||
| Warrants | 195,977,078 | |||||||
| Stock Options | 5,670,687 | |||||||
Restricted Share Units ("RSU") | 15,434,913 | |||||||
| Performance Share Units ("PSU") | 5,666,094 | |||||||
Deferred Share Units ("DSU") | 2,102,259 | |||||||
Share Capital
During the six months ended June 30, 2026 and 2025 the Company issued the following shares:
Six months ended | |||||||||||||||||
(in thousands of U.S. dollars and shares) | June 30, 2026 | June 30, 2025 | |||||||||||||||
| Number of shares issued | Amounts | Number of shares issued | Amounts | ||||||||||||||
| Share purchase warrants | (a) | 22,103 | 16,727 | — | — | ||||||||||||
| 2023 Convertible Debenture redemption | (b) | 8,134 | 13,354 | — | — | ||||||||||||
| Offtake termination | (c) | 3,453 | 4,796 | — | — | ||||||||||||
| Orion Convertible Loan repayment | (d) | 2,993 | 5,177 | — | — | ||||||||||||
| Brokered placement | (e) | — | — | 345,760 | 153,158 | ||||||||||||
| Private Placement | (e) | — | — | 25,240 | 11,790 | ||||||||||||
| Private placement | (f) | — | — | 29,210 | 16,015 | ||||||||||||
| ATM Program | (g) | — | — | 4,341 | 2,426 | ||||||||||||
| Share-based compensation | 1,988 | 3,298 | 358 | 289 | |||||||||||||
| Total | 38,671 | 43,352 | 404,909 | 183,678 | |||||||||||||
Share Purchase Warrants
(a) During the period ended June 30, 2026, 22.1 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 $15.5 million.
2023 Convertible Debenture redemption
(b) In connection with the 2023 Convertible Debenture redemption the Company issued 8.1 million common shares with a fair value of $13.4 million.
Offtake termination
(c) 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. The Company issued 3,453,237 common shares valued at $4.8 million in consideration.
Orion Convertible Loan repayment
(d) In connection with the Orion Convertible Loan repayment the Company issued 3.0 million common shares with a fair value of $5.3 million.
Brokered placement
(e) 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.
Prospectus Offering of Common Shares
(f) 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
(g) 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. The ATM Program expired on March 31, 2025.
Cash Flows
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| (in thousands of U.S. dollars, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net loss | $ | (52,527) | $ | (30,215) | $ | (131,128) | $ | (71,420) | ||||||
| Adjustments | 19,831 | 14,906 | 76,532 | 43,241 | ||||||||||
Net change in operating assets and liabilities | (16,888) | 3,974 | (40,068) | (5,857) | ||||||||||
Cash used in operating activities | $ | (49,584) | $ | (11,335) | $ | (94,664) | $ | (34,036) | ||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Additions to property, plant and equipment | (21,540) | (1,094) | (33,396) | (1,450) | ||||||||||
Cash used in investing activities | $ | (21,540) | $ | (1,094) | $ | (33,396) | $ | (1,450) | ||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Gross proceeds from 2026 Convertible Debentures | — | — | 287,500 | — | ||||||||||
| Gross proceeds from NSR | — | — | 225,000 | — | ||||||||||
| Gross proceeds from 2026 Gold Prepay | — | — | 150,000 | — | ||||||||||
| Warrant and stock option exercises | 5,978 | — | 16,179 | 8 | ||||||||||
| Principal repayment on 2023 Convertible Debentures | — | — | (67,600) | — | ||||||||||
| Principal repayment on Orion Convertible Loan | — | — | (49,347) | — | ||||||||||
| Debt and other liability issuance costs | (614) | (1,759) | (25,248) | (2,053) | ||||||||||
| Principal repayment on Orion Gold Prepay | — | (30,989) | (22,398) | (30,989) | ||||||||||
| Principal repayment on Silver Purchase Agreement | — | (10,992) | — | (10,992) | ||||||||||
| Proceeds from shares issued in equity offerings | — | 176,476 | — | 195,095 | ||||||||||
| Net proceeds from New Gold Prepay and Silver Purchase Agreement | — | 31,045 | — | 31,045 | ||||||||||
| Principal repayment on New Gold Prepay and Silver Purchase Agreement | — | (31,045) | — | (31,045) | ||||||||||
| Other | 230 | (41) | (983) | (58) | ||||||||||
Cash provided by financing activities | $ | 5,594 | $ | 132,695 | $ | 513,103 | $ | 151,011 | ||||||
| Net change in cash, cash equivalents and restricted cash during the period | (65,530) | 120,266 | 385,043 | 115,525 | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 555,831 | 54,423 | 105,263 | 59,290 | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (13) | 314 | (18) | 188 | ||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 490,288 | $ | 175,003 | $ | 490,288 | $ | 175,003 | ||||||
Cash flows for the three months ended June 30, 2026
Cash used in operating activities for the three months ended June 30, 2026, was $49.6 million compared to $11.3 million cash used in operating activities in the comparative period in 2025. The increase in cash used in operating activities for the three months ended June 30, 2026 was primarily due to comparative working capital changes from an inventory build up as a result of third-party processing availability. Additionally, higher pre-development, evaluation and exploration expense was partially offset by higher gross profit.
Cash used in investing activities was primarily for the Lone Tree Autoclave refurbishment project, the Granite Creek water treatment plant and substation, and infrastructure capital at Archimedes Underground at Ruby Hill.
Cash provided by financing activities for the three months ended June 30, 2026 was $5.6 million compared to cash provided by financing activities of $132.7 million in the comparative period of 2025, due to proceeds received from warrant and stock option exercise. In the prior year period, proceeds were received from equity offerings and a principal repayment was made on the Orion Gold Prepay.
Cash flows for the six months ended June 30, 2026
Cash used in operating activities for the six months ended June 30, 2026, was $94.7 million compared to $34.0 million in the prior year. The increase in cash used in operating activities was due to changes in comparative working capital of $34.2 million resulting from interest paid on repayment of legacy debt, higher pre-development, evaluation and exploration expense partially offset by higher gross profit. Pre-development, evaluation and exploration expenses relate primarily to Ruby Hill property drill programs, Granite Creek and Archimedes underground development.
Cash used in investing activities for the six months ended June 30, 2026 was $33.4 million compared to $1.5 million in the prior year. Cash used in investing activities for the six months ended June 30, 2026 was primarily driven by capital expenditures related to processing plant at Lone Tree, Granite Creek water treatment plant and Archimedes surface infrastructure.
Cash provided by financing activities for the six months ended June 30, 2026 was $513.1 million compared to $151.0 million for the six months ended June 30, 2025. Cash provided by financing activities for the six months ended June 30, 2026 was higher than the prior year due to higher net proceeds received from financing transactions that totaled $637.2 million from the 2026 Convertible Debentures of $274.5 million, NSR Royalty of $218.6 million and 2026 Gold Prepay of $144.1 million, partially offset by legacy debt principal repayments totaling $139.3 million. Additionally, cash proceeds were received from warrant exercises.
COMMITMENTS AND CONTINGENCIES
The Company has described its commitments and contingencies in Note 19 of the Financial Statements for the three and six months ended June 30, 2026.
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, 2025. For further details on the Company’s accounting policies and estimates, refer to the Company’s Financial Statements for the three and six months ended June 30, 2026.
NON-GAAP AND SUPPLEMENTARY FINANCIAL PERFORMANCE MEASURES
The Company has included certain non-GAAP performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include adjusted net loss, adjusted net loss per share, and average realized price per ounce. These measures are not defined under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. Management believes these measures in addition to measures determined in accordance with US GAAP provide investors with useful information to evaluate the Company's underlying operations and financial performance. Supplementary financial measures represents a component of a GAAP number. The measures presented are intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with US GAAP and should be read in conjunction with the Company's Financial Statements.
Definitions
"Average realized gold price” per ounce of gold sold is a supplementary financial measure and the calculation is shown below.
"Adjusted net loss” and “adjusted net loss per share” are non-GAAP financial performance measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: gain and losses on fair value measurements, loss on loan extinguishment, gain (loss) on Convertible Loans and finance fee expense. Adjusted net loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share.
"Sustaining capital expenditures" and "Growth capital expenditures" are supplementary financial measures. Sustaining capital expenditures are investments that support current operational and production levels whereas Growth capital expenditures are associated with major projects and new mine development.
Average realized gold price per ounce of gold sold1
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| (in thousands of U.S. dollars, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Consolidated | |||||||||||||||||
| Revenues | 24,348 | 27,836 | 76,738 | 41,884 | |||||||||||||
| Silver revenue | (224) | (108) | (288) | (169) | |||||||||||||
| Gold revenue | 24,124 | 27,728 | 76,450 | 41,715 | |||||||||||||
Gold sold¹ | 5,335 | 8,400 | 15,923 | 13,352 | |||||||||||||
| Average realized gold price ($/oz) | 4,522 | 3,301 | 4,801 | 3,124 | |||||||||||||
| Granite Creek | |||||||||||||||||
| Revenues | 9,355 | 19,727 | 53,194 | 28,422 | |||||||||||||
Gold ounces sold1 | 2,052 | 5,981 | 10,818 | 9,086 | |||||||||||||
| Average realized gold price ($/oz) | 4,559 | 3,298 | 4,917 | 3,128 | |||||||||||||
| Lone Tree | |||||||||||||||||
| Revenues | 11,891 | 5,821 | 18,777 | 9,784 | |||||||||||||
Silver revenue | (173) | (22) | (233) | (36) | |||||||||||||
| Gold revenue | 11,718 | 5,799 | 18,544 | 9,748 | |||||||||||||
| Gold sold | 2,593 | 1,754 | 4,032 | 3,149 | |||||||||||||
| Average realized gold price ($/oz) | 4,519 | 3,306 | 4,599 | 3,096 | |||||||||||||
| Ruby Hill | |||||||||||||||||
| Revenues | 3,102 | 2,288 | 4,767 | 3,678 | |||||||||||||
| Silver revenue | (51) | (86) | (55) | (133) | |||||||||||||
| Gold revenue | 3,051 | 2,202 | 4,712 | 3,545 | |||||||||||||
| Gold sold | 690 | 665 | 1,073 | 1,117 | |||||||||||||
| Average realized gold price ($/oz) | 4,422 | 3,311 | 4,391 | 3,174 | |||||||||||||
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 56% in 2026 (2025 - 59%)
Adjusted net loss1
Adjusted net loss and adjusted net loss per share exclude a number of temporary or one-time items detailed in the following table:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| (in thousands of U.S. dollars, unless otherwise noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||
Net loss | $ | (52,527) | $ | (30,215) | $ | (131,128) | $ | (71,420) | ||||||
| Adjust for: | ||||||||||||||
Loss on Silver Purchase Agreement and embedded derivative | (9,290) | (1,986) | (36,092) | (9,461) | ||||||||||
Loss on fair value measurement of NSR Royalty | (24,039) | — | (31,663) | — | ||||||||||
| Finance fee expense | — | — | (9,796) | — | ||||||||||
| Loss on loan extinguishment | — | (782) | (7,110) | (782) | ||||||||||
Gain (loss) on fair value measurement of Convertible Loans derivative | — | 765 | (3,463) | (673) | ||||||||||
Loss on fair value measurement of Orion Gold Prepay Agreement derivative | — | (2,412) | (3,377) | (10,674) | ||||||||||
Loss on Offtake liability | (4,800) | — | (4,800) | — | ||||||||||
Gain on fair value measurement of 2026 Gold Prepay derivative | 22,000 | — | 29,893 | — | ||||||||||
Gain on fair value measurement of warrant liabilities | 4,766 | 709 | 5,169 | 275 | ||||||||||
| Total adjustments | $ | (11,363) | $ | (3,706) | $ | (61,239) | $ | (21,315) | ||||||
Adjusted net loss | (41,164) | (26,509) | (69,889) | (50,105) | ||||||||||
| Weighted average shares | 861,071,221 | 608,167,841 | 849,153,360 | 520,243,077 | ||||||||||
Adjusted net loss per share | $ | (0.05) | $ | (0.04) | $ | (0.08) | $ | (0.10) | ||||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The CEO and the CFO have designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") or have caused them to be designed under their supervision, in order to provide reasonable assurance that (i) material information relating to the Company has been made known to them; and (ii) information required to be disclosed in the Company’s filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. There were no changes made to i-80 Gold’s disclosure controls and procedures in the three and six months ended June 30, 2026. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at June 30, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings material to the Company which the Company or its subsidiaries is or was a party, or to which any of the Company’s property is or was subject, since the beginning of the most recently completed fiscal quarter of the Company, and, as of the date thereof, no such proceedings are known by the Company to be contemplated, other than as set out herein.
ITEM 1A. RISK FACTORS
The Company and its future business, operations, and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stages of exploration of its mineral properties. Certain of these risks and uncertainties are under the heading “Risk Factors” under the Company’s Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) which is available on EDGAR at www.sec.gov and our website at www.i80gold.com. There have been no material changes to the risk factors set forth in the Company’s Form 10-K. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial may impair our business operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.
ITEM 5. OTHER INFORMATION
(a)None.
(b)None.
(c) During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
ITEM 6. EXHIBITS
Exhibit No. | Description | ||||
4.1 | |||||
31.1* | |||||
31.2* | |||||
32.1** | |||||
32.2** | |||||
95.1* | |||||
101.INS* | Inline XBRL Instance Document | ||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
104* | Cover Page Interactive Data File | ||||
* | Filed herewith | ||||
** | Furnished herewith | ||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 10, 2026 | ||||||||
i-80 Gold Corp | ||||||||
By: | /s/ Richard Young | |||||||
Name: | Richard Young | |||||||
Title: | President and Chief Executive Officer | |||||||
(Principal Executive Officer) | ||||||||
By: | /s/ Ryan Snow | |||||||
Name: | Ryan Snow | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
(Principal Financial Officer and Principal Accounting Officer) | ||||||||
Exhibit 31.1
CERTIFICATION
I, Richard Young, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of i-80 Gold Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 10, 2026 | ||
/s/ Richard Young | ||
Richard Young | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Ryan Snow, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of i-80 Gold Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 10, 2026 | ||
/s/ Ryan Snow | ||
Ryan Snow | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of i-80 Gold Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Young, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 10, 2026 | ||
/s/ Richard Young | ||
Richard Young | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
A signed original of this written statement required by Section 906 has been provided to i-80 Gold Corp. and will be retained by i-80 Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of i-80 Gold Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Snow, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 10, 2026 | ||
/s/ Ryan Snow | ||
Ryan Snow | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
A signed original of this written statement required by Section 906 has been provided to i-80 Gold Corp. and will be retained by i-80 Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 95.1
Mine Safety Information
The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations only as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.
Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which a U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned. In addition to civil penalties, the Mine Act also provides for criminal penalties for an operator who willfully violates a health or safety standard or knowingly violates or fails or refuses to comply with an order issued under Section 107(a) or any final decision issued under the Act.
The below table reflects citations and orders issued to us by MSHA during the quarter ended June 30, 2026. The proposed assessments for the quarter ended June 30, 2026 were taken from the MSHA data retrieval system as of August 6, 2026.
Additional information about the Act and MSHA references used in the table follows.
•Section 104(a) Significant and Substantial ("S&S") Citations. Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.
•Section 104(b) Orders. Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
• Section 104(d) S&S Citations and Orders. Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards.
• Section 110(b)(2) Violations. Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
• Section 107(a) Orders. Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.
Exhibit 95.1
229.104 Disclosure Work Sheet Table – Quarter ended June 30 2026 | |||||||||||||||||||||||
Mine | 104(a) S&S Citations | 104(b) Orders | 104(d) Unwarrantable Failures | 110(b)(2) Flagrant Violations | 107(a) Imminent Danger | Total $ Proposed Assessments | Total # Fatalities | ||||||||||||||||
Granite Creek Mine MSHA ID 26-01597 | 0 | 0 | 0 | 0 | 0 | 453.00 | 0 | ||||||||||||||||
Lone Tree Mine MSHA ID 26-02159 | 0 | 0 | 0 | 0 | 0 | 453.00 | 0 | ||||||||||||||||
Ruby Hill Mine MSHA ID 26-02307 | 0 | 0 | 0 | 0 | 0 | 0.00 | 0 | ||||||||||||||||
Cove Underground Project MSHA ID 26-02051 | 0 | 0 | 0 | 0 | 0 | 0.00 | 0 | ||||||||||||||||
Archimedes Underground Mine MSHA ID 26-02912 | 0 | 0 | 0 | 0 | 0 | 151.00 | 0 | ||||||||||||||||
Exhibit 95.1
Pattern or Potential Pattern of Violations. During the quarter ended June 30, 2026, none of the mines operated by the Company received written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.
Pending Legal Actions. Legal actions pending before the Federal Mine Safety and Health Review Commission (the “Commission”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act, may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
• Contests of Citations and Orders. A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.
• Contests of Proposed Penalties (Petitions for Assessment of Penalties): A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.
• Complaints for Compensation: A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
• Complaints of Discharge, Discrimination or Interference: A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
• Applications for Temporary Relief: An application for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
• Appeals of Judges’ Decisions or Orders to the Commission: A filing with the Commission of a petition for discretionary review of a Judge’s decision or order by a person who has been adversely affected or aggrieved by such decision or order.
During the quarter ended June 30, 2026, none of the mines operated by the Company had any pending legal actions before the Commission, any legal actions instituted, or any legal actions resolved.